Madison Technologies Inc. 10-K

Item 8. Financial Statements and Supplementary Data. MADISON TECHNOLOGIES INC. DECEMBER 31, 2021 AND 2020 TABLE OF Contents Independent Auditor’s Reports PCAOB: 5041 and 1212 F-1 to F-2 CONSOLIDATED FINANCIAL STATEMENTS Balance Sheets F-3 Statements of Operations F-4 Statements of Stockholders’ Deficit F-5 Statements of Cash Flows F-6 Notes to the Financial Statements F-7 to F-34 K. R. MARGETSON LTD . Chartered Professional Accountant 313 East 5 th Street Tel: 604.220.7704 North Vancouver BC, V7L 1M1 Fax: 1.855.603.3228 Canada REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Madison Technologies Inc. Opinion on the financial statements I 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. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The 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. Basis for opinion These 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. I 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 fraud. 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. My 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. 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. I determined that there are no critical audit matters. I have served as the Company’s auditor since 2009. /s/ K. R. Margetson Ltd Chartered Professional Accountant North Vancouver, BC Canada April 15, 2021 F- 1 Report of Independent Registered Public Accounting Firm To the shareholders and the board of directors of Madison Technologies Inc. Opinion on the Financial Statements We 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. Substantial Doubt about the Company’s Ability to Continue as a Going Concern The 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. Basis for Opinion These 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We 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. The Company 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. Our 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. Critical Audit Matters Critical 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. We determined that there are no critical audit matters. /s/ BF Borgers CPA PC BF Borgers CPA PC We have served as the Company’s auditor since 2022 PCAOB ID 5041 Lakewood, CO August 24, 2022 F- 2 MADISON TECHNOLOGIES INC. CONSOLIDATED Balance Sheets December 31, 2021 December 31, 2020 ASSETS CURRENT ASSETS Cash $ 55,656 $ 9,491 Accounts receivables, net 167,800 - Note receivables 749,603 - Prepaid expenses and deposits - 30,500 Current assets held for sale - 37,218 Due from related party 709,259 - Total Current Assets 1,682,318 77,209 Intangible assets, net 12,196,646 - Other assets held for sale - 433,407 Equipment, net 1,486,347 - Investments 101 - Operating lease right-of-use assets, net 1,400,980 - Total Assets $ 16,766,392 $ 510,616 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES Accounts payable and accrued expenses $ 791,802 $ 61,779 Derivative liability 3,464,529 - License fee payable held for sale - 33,500 Current portion of lease liabilities 3,767 - Demand notes and accrued interest payable 491,741 20,486 Convertible notes payable 850,000 494,992 Interest payable on convertible notes 453,750 - Total current liabilities 6,055,589 610,757 Long term portion of lease liability obligations 1,464,728 - Long term convertible notes, net of discount 12,919,392 57,759 Total liabilities 20,439,709 668,516 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 155 - 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; 1,153 - 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; 40 - 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; 3 %, stated value $ 100 per share 100,000 shares designated, 0 and 92,999 shares issued and outstanding, December 31, 2021 and 2020, respectively; - 93 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 1,599,095 23,472 Additional Paid in Capital 10,473,261 1,302,977 Accumulated deficit ( 15,747,021 ) ( 1,484,442 ) Total stockholders’ deficit ( 3,674,665 ) ( 157,900 ) Total liabilities and stockholders’ deficit $ 16,766,392 $ 510,616 See Accompanying Notes to the Consolidated Financial Statements. F- 3 MADISON TECHNOLOGIES INC. CONSOLIDATED STATEMENTS of Operations For the Year For the Year Ended Ended December 31, 2021 December 31, 2020 Revenues $ 1,243,655 $ 1,374 Operating Expenses Selling, general and administrative 350,770 29,600 Television operations 266,644 - Amortization of intangible assets 105,450 - Professional fees 1,850,041 89,144 Loss on asset disposals 1,737,147 - Goodwill impairment loss 4,224,962 - Total operating expenses 8,535,014 118,744 Loss before other expense ( 7,291,359 ) ( 117,370 ) Other income (expense) Interest expense ( 5,553,121 ) ( 237,417 ) Gain on debt extinguishment 9,126,294 - Loss from derivative that is not designated in a hedging relationship ( 10,065,713 ) - Write down of investments - ( 165,000 ) Loss from change in value of warrants ( 6,008 ) - Other income 6,445 - Total non operating expense ( 6,492,103 ) ( 402,417 ) Loss from continuing operations ( 13,783,462 ) ( 519,787 ) Loss from discontinued operations ( 479,117 ) ( 390,376 ) Net loss and comprehensive loss $ ( 14,262,579 ) $ ( 910,163 ) Net loss per share-Basic and diluted $ ( 0.040 ) $ ( 0.047 ) Average number of shares of common stock outstanding 352,843,639 19,453,890 See Accompanying Notes to the Consolidated Financial Statements. F- 4 MADISON TECHNOLOGIES INC. CONSOLIDATED Statements of stockholders’ EQUITY (DEFICIT) For December 31, 2021 Additional Common Preferred Paid In Accumulated Shares Amount Stock Capital Deficit Total Balance, December 31, 2020 23,472,565 $ 23,472 $ 93 $ 1,302,977 $ ( 1,484,442 ) $ ( 157,900 ) Cancellation of Series A Preferred - - ( 93 ) 93 - - Conversion of debt to Series D Preferred - - 230 667,984 - 668,214 Series E Preferred issued for acquisition of assets - - 1 4,225,061 - 4,225,062 Series F Preferred issued for convertible note - - 1 230,030 - 230,031 Equity portion of debts issued and extinguished - - - 1,023,855 - 1,023,855 Common issued for Series B Preferred transfer 1,500,000 1,500 - ( 1,500 ) - - Series E Preferred exchanged for Series E-1 Preferred 1,091,388,889 1,091,389 1,152 ( 1,092,541 ) - - Conversion of Series F Preferred to Common 192,073,017 192,073 ( 1 ) ( 192,072 ) - - Sale of Preferred G and conversion to Common 255,555,556 255,556 - 4,344,444 - 4,600,000 Common exchanged for Series H Preferred ( 39,895,000 ) ( 39,895 ) 40 39,855 - - Conversion of Series D 75,000,000 75,000 ( 75 ) ( 74,925 ) - - Net loss for the period - - - - ( 14,262,579 ) ( 14,262,579 ) Balance, December 31, 2021 1,599,095,027 $ 1,599,095 $ 1,348 $ 10,473,261 $ ( 15,747,021 ) $ ( 3,674,665 ) MADISON TECHNOLOGIES INC. CONSOLIDATED StatementS of stockholders’ DEFICIT For December 31, 2020 Additional Common Preferred Paid In Accumulated Shares Amount Stock Capital Deficit Total Balance, December 31, 2019 18,057,565 $ 18,057 $ - $ 197,845 $ ( 574,279 ) $ ( 358,377 ) Conversion of debt at $ 0.01 per share 3,420,000 3,420 - 30,780 - 34,200 Issuance of shares for services 95,000 95 - 855 - 950 Shares issued for license - - 93 343,001 - 343,094 Conversion of debt at $ 0.005 per share 1,900,000 1,900 - 7,600 - 9,500 Equity portion on convertible debt issued - - - 722,896 - 722,896 Net loss for the year - - - - ( 910,163 ) ( 910,163 ) Balance, December 31, 2020 23,472,565 $ 23,472 $ 93 $ 1,302,977 $ ( 1,484,442 ) $ ( 157,900 ) See Accompanying Notes to the Consolidated Financial Statements. F- 5 MADISON TECHNOLOGIES INC. consolidated Statements of cash flows For the For the Year Ended Year Ended December 31, 2021 December 31, 2020 Cash flows from operating activities: 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 179,176 - Amortized interest 2,819,774 237,903 Foreign exchange on notes payable - 164 Increase in allowance for doubtful accounts receivable 31,500 - Notes payable issued for services - 95,000 Loss on disposal of assets 1,737,147 - Loss on disposal of CZJ License 437,125 64,687 Loss from goodwill impairment 4,224,962 - Changes in non-cash working capital items: Accounts receivables ( 199,300 ) - Prepaid expenses ( 353 ) ( 5,040 ) Due from related party ( 709,259 ) - Accounts payable and accrued charges 729,533 28,124 Interest payable 453,750 - Payment of lease liability ( 126,309 ) - Net cash used in operating activities ( 4,648,825 ) ( 489,325 ) Cash flows from investing activities: Purchases of equipment, intangible assets and goodwill ( 15,519,012 ) ( 10,000 ) Funds advanced for note receivable ( 718,750 ) - Disposal of assets ( 17,248 ) - Net cash used in investing activities ( 16,255,010 ) ( 10,000 ) Cash flows from financing activities: Proceeds from convertible notes sold 16,730,000 506,500 Proceeds from sales of Series G Preferred Stock 4,600,000 - Repayment of convertible note ( 350,000 ) - Fees incurred in debt conversion - 950 Net cash provided by financing activities 20,980,000 507,450 Net increase in cash 46,165 8,125 Cash, beginning of year 9,491 1,366 Cash, quarter end $ 55,656 $ 9,491 Note 22 Additional cash flow information SUPPLEMENTAL DISCLOSURE Interest paid $ 1,139,292 $ - Taxes paid $ - $ - During the year ended December 31, 2021, the following transaction did not involve cash: (a) Demand notes, convertible notes and interest with a carrying value of $ 668,214 were exchanged for 230,000 preferred shares of Series D. (b) $ 1,463,936 in operating leases for equipment were capitalized and leases payable of the same amount were recorded. (c) 1,000 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. (d) When 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. The following is information pertaining to the year ended December 31, 2020: (1) In 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. (2) $ 50,000 of prepaid royalty fees were secured with convertible notes. (3) A 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. (4) Convertible debt of $ 44,650 was converted into 5,415,000 shares of Common Stock. See Accompanying Notes to the Consolidated Financial Statements F- 6 MADISON TECHNOLOGIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 Note 1 Nature of Operations Our 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. We, through our wholly-owned subsidiary, Sovryn Holdings, Inc. (“Sovryn”) acquired three un-affiliated Class A/LPTV TV. Each 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. Until 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. On November 15, 2021, we sold our wholly owned subsidiary, CZJ License Inc. for $ 250,000 . During 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. Note 2 Going Concern The 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. The accompanying consolidated financial statements do not include any adjustments that might be required should we be unable to continue as a going concern. Note 3 Summary of Significant Accounting Policies Use of estimates The 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. Management 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. F- 7 Consolidation The accompanying consolidated financial statements include the accounts of our wholly owned subsidiaries, Sovryn Holdings Inc. and CZJ License Inc. 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. Segment reporting We 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 Certain prior year amounts have been reclassified to conform to the current year presentation. Revenue recognition We 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 rendered. 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. We recognize revenue in accordance with ASC 606 using the following 5 steps to identify revenues: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. Advances 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 receivables Trade 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. Based on the management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. 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 $ 31,500 . F- 8 Operating leases In 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 months. 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. Intangible assets Intangible 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. Those with 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. License agreements have been capitalized, recorded at cost and amortized over the life of the contracts. They will be amortized over the life of the license to which it supports. Equipment Equipment 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. Website development costs We recognized the costs associated with developing a website in accordance with ASC 350-50 “Website Development Cost”. The website 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. Costs 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 sales. Impairment of Long-Lived Assets In 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. F- 9 Concentration of credit risk We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. Financial instruments Our 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. Fair value measurements We 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. We 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. Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 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 Level 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. Convertible 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”. Derivative Liabilities We 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. Upon 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. F- 10 Advertising and promotion costs We follow ASC 720 “Advertising Costs” and expenses costs as incurred. Stock based compensation We 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 income ASC 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. Accumulated 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 Net Loss Per Share Basic loss per share is calculated by dividing the loss attributable to stockholders by the weighted-average number of shares outstanding for the period. 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). Diluted 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. Series D 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: Schedule of Potentially Dilutive Securities December 31, 2021 December 30, 2020 Warrants 192,573,017 4 Convertible Preferred Stock 1,665,451,580 - Convertible debt 866,192,064 6 Total 2,724,216,661 2 F- 11 Business Combinations In 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 to goodwill. 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 assets. Credit losses In 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. Related Party Transactions We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. Pursuant 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. Material 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. F- 12 Discontinued operations Discontinued 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. Income taxes We 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 tax returns. 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. Recently Issued Accounting Pronouncements We 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. In 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 We 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. Note 4 Notes Receivable Schedule of Notes Receivable December 31, 2021 December 31, 2020 Secured note – Top Dog Productions Inc. $ 468,750 $ - Convertible note – ZA Group 250,000 - Advances in escrow and prepaid expenses 24,042 - Accrued interest 6,811 - $ 749,603 $ - On 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. F- 13 On 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. Note 5 - Intangible Assets Our 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. Schedule of Intangible Assets December 31, 2021 Cost Amortization Net Domain Name $ 167,000 $ - $ 167,000 Market Advantage 58,843 4,382 54,461 FCC Licenses 10,159,063 - 10,159,063 $ 10,384,906 $ 4,382 $ 10,380,524 Future amortization expense of the intangible assets is as follows: Schedule of Future Amortization Expenses of Intangible Assets For the Years Ending December 31, 2022 $ 7,512 2023 7,512 2024 7,512 2025 7,512 2026 7,512 Thereafter 16,902 Total $ 54,961 Note 6 Goodwill Due 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. F- 14 As of December 31, 2021, we carry goodwill for the following television station asset purchases made in 2021: Schedule of Goodwill Asset Purchase KNLA - KNET acquisition $ 977,059 KVVV acquisition 613,097 KYMU acquisition 225,966 Total $ 1,816,122 Note 7 Equipment Schedule of Equipment Useful Life Cost Accumulated Depreciation Net Transmitter 10 years $ 854,059 $ ( 51,366 ) $ 802,693 Antenna 10 years 283,029 ( 16,709 ) 266,320 Tech Equipment 5 years 431,642 ( 39,774 ) 391,868 Office Equipment 5 years 7,389 ( 862 ) 6,527 Microwave 5 years 22,065 ( 3,126 ) 18,939 $ 1,598,184 $ 111,837 $ 1,486,347 Depreciation expense was $ 112,871 and $ 0 for the years ended December 31, 2021 and 2020, respectively. During the period, the following was disposed: Schedule of Disposed of Assets Loss/Gain Cost Depreciation Disposition Technical Equipment $ 18,181 $ 1,034 $ 17,147 F- 15 K07AAJ and W05DK Acquisition On 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. The 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. WANN Acquisition On 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. The closing of the WANN Asset Sale Transaction (the “WANN Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Atlanta Acquired Station, from 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. KVSD Acquisition On 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”). As 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. (the “KVSD Escrow Fee”) and us. F- 16 The closing of the KVSD Asset Sale Transaction (the “KVSD Closing”) is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the San Diego Acquired Station, from the San Diego Seller to 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. Note 8 Right of Use Assets We have six operating leases ranging from a period of 80 months to a period of 332 months. The annual interest rate used was 15 %. As at December 31, 2021, the remaining right of use assets are as follows: Schedule of Remaining Right of Use Assets Term Accumulated (in months) Amount Amortization Net Tower Lease 1 174.5 $ 547,663 $ 26,677 $ 520,986 Tower lease - 2 94 244,079 18,176 225,903 Tower Lease - 3 335 233,043 2,087 230,956 Generator Lease 174.5 109,507 5,334 104,173 Studio Lease - 1 220.5 280,084 8,892 271,192 Studio Lease - 2 83 49,561 1,791 47,770 $ 1,463,937 $ 62,957 $ 1,400,980 The 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 . Schedule of Remaining Lease Liability 2022 $ 223,880 2023 231,120 2024 239,780 2025 253,163 2026 261,433 Remaining 3,219,115 Lease obligations, net 4,428,491 Amount representing interest 2,959,996 Remaining lease liability 1,468,495 Less current portion 3,767 Non-current lease obligation $ 1,464,728 Note 9 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of December 31 are summarized below: Schedule of Accounts Payable and Accrued Liabilities 2021 2020 Accounts payable $ 659,219 $ - Customer deposits 78,812 - Accrued expenses 38,238 61,779 Accrued interest 15,533 - Total $ 791,802 $ 61,779 F- 17 Note 10 Securities Exchange Agreements Sovryn Holdings, Inc. We 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. Note 11 Asset Purchase On 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. The following table shows the estimated fair values of the Los Angeles Stations’ assets acquired and liabilities assumed at the April 19, 2021 purchase date: Schedule of Asset Acquisitions ASSETS ACQUIRED Transmitter equipment $ 576,944 Technical equipment 183,841 Antenna systems 128,562 Microwave equipment 22,065 Total tangible assets acquired 911,412 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 911,412 INTANGIBLE ASSETS ACQUIRED FCC licenses 8,294,063 Transmitter site leasehold Goodwill 977,059 INTANGIBLE ASSETS ACQUIRED 9,271,122 NET ASSETS ACQUIRED $ 10,182,534 F- 18 On 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. The 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 $ 107,141 Technical equipment 71,399 Antenna systems 112,211 Furniture and equipment 7,389 Total tangible assets acquired 298,140 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 298,140 INTANGIBLE ASSETS ACQUIRED FCC licenses 530,000 Transmitter site leasehold 58,843 Goodwill 613,097 INTANGIBLE ASSETS ACQUIRED 1,201,860 NET ASSETS ACQUIRED $ 1,500,000 On 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. The 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 $ 169,974 Technical equipment 91,274 Antenna systems 42,256 Microwave equipment - Total tangible assets acquired 303,954 Total liabilities assumed - NET TANGIBLE ASSETS ACQUIRED $ 303,954 Goodwill INTANGIBLE ASSETS ACQUIRED FCC licenses 1,335,000 Goodwill 225,966 INTANGIBLE ASSETS ACQUIRED 1,560,966 NET ASSETS ACQUIRED $ 1,864,920 F- 19 W27EB Acquisition On 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. KPHE Acquisition On 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. K05NH Acquisition On 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. Note 12 Note Payable Our notes payable as of December 31, both of which are current liabilities, are as follows: Schedule of Notes Payable 2021 2020 Z4 Management LLC [a] $ 500,000 $ - Pan Consultants [b] - 20,000 Total $ 500,000 $ 20,000 [a] On 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. [b] On July 6, 2020, we sold an unsecured $ 20,000 promissory note that bears interest at 5 % per annum and matures on June 30, 2021 . On February 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. F- 20 Note 13 Convertible Notes Payable Our convertible notes payable as of December 31 are as follows: Schedule of Convertible Notes Payable 2021 2020 Arena [a] $ 16,500,000 $ - Equity Market Advisors [b] 250,000 60,000 JP Carey Limited Partners LP [c] 250,000 20,000 Trillium Partners [d] 250,000 30,000 Sapphire Holloway [e] 100,000 50,000 Joseph Ivancoe [f] - 7,700 Apodaca Consulting [g] - 2,000 Bellis Investments [h] - 500 Bellis Investments [i] - 40,000 Edward Johnson [j] - 20,000 Equity Market Advisors [k] - 27,000 Equity Market Advisors [l] - 30,000 Gens Incognito Inc. [m] - 25,000 Joe Gallo [n] - 490 Levik Capital [o] - 21,000 Mory and Partners [p] - 25,000 NY Farms [q] - 55,000 Oscaleta Partners [r] - 175,000 Pale Face Holdings [s] - 130,522 Sky Direct [t] - 25,000 Stout Law [u] - 7,500 Trillium [v] - 287,000 Total 17,350,000 1,038,713 Less current portion 850,000 494,992 Long-term portion $ 16,500,000 $ 543,721 F- 21 [a] On 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. The 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 31, 2021. 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 . On 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. The Notes 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. As 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. The 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. The 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. F- 22 [b] On 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. [c] On 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. [d] On 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. [e] On 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. [f] On 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. [g] On 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. [h] On 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. [i] On 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. [k] On 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. [l] On 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. [m] On 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. [n] On 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. [o] On June 6, 2014, we issued an unsecured $ 490 convertible demand note that we extinguished with a cash payment on February 15, 2021, [p] On 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. [q] On 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. [r] On 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. [s] During 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. F- 23 [t] Prior 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. [u] On 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. [v] During 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. [w] During 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. On February 16, 2021, we extinguished the notes by issuing shares of Series D Preferred Stock to the noteholder. Note 14 Related Party We entered into a consulting agreement with Warren Zenna of Zenna Consulting Group to provide oversight of marketing and communications services. 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. Mr. Zenna is a member of our Board of Directors. In 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. Mr. 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. On 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. The 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. Note 15 Mezzanine Equity We 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 Preferred Shares Series A Preferred Stock There 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 . F- 24 On 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. On 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 shares. The option agreement expired without being exercised. Series C Preferred Stock There 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 basis. 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. Series D Preferred Stock There 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. On 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. Series E Preferred Stock There 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. F- 25 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. Based on 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. On 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. On 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. Series E-1 Preferred Stock There are 1,152,500 designated and authorized Series E-1 Preferred Stock. There is a stated value of $ 0.87 per share. Shares of 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. To 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. As 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 were issued. At December 31, 2021, 1,152,500 preferred Series E-1 shares remains outstanding. Each share of Series E-1 Preferred Stock may be converted to 1,000 common shares. F- 26 Series F Preferred Stock There 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. It has votes 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. On 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. On 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. Based on 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. On October 11, 2021, the 1,000 shares of Series F Preferred Stock were converted into 192,073,017 shares of Common Stock. As at December 31, 2021, no shares of Series F Preferred Stock are outstanding. Series G Preferred Stock On 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 Stock. 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. F- 27 On 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. Based on 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. We 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. Series H Preferred Stock On 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% . On 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. We valued 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. Note 16 Shareholders’ Equity Preferred Stock As 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 issuance. Series B Preferred Stock There 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. On 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. F- 28 On 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. At December 31, 2021 and 2020, there were 100 and 100 Series B Preferred shares outstanding, respectively. Common Stock In 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. The following Common Stock transactions occurred during the year ended December 31, 2021: On 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 . On 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. On October 11, 2021, the Preferred Series F holders converted their 1,000 shares into 192,073,017 shares of our Common Stock. On November 2, 2021, the Preferred Series G holders converted their 4,600 shares into 255,555,556 shares of Common Stock. On November 11, 2021, 39,895,000 common shares were cancelled and returned to treasury in exchange for 39,895 Preferred Series H shares. On November 24, 2021, a holder with 75,000 Preferred Series D shares converted into 75,000,000 shares of Common Stock. The following Common Stock transactions occurred during the year ended December 31, 2020: On 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 . On 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. On 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. Warrants On 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. On 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 the time. F- 29 The 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: For 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 - $ - - $ - $ - Issued - - - - - Outstanding and exercisable at December 31, 2020 - $ - - - $ - Issued February 17, 2021 192,073,017 0.025 2 Issued December 28, 2021 500,000 0.025 4.13 - Outstanding and exercisable at December 31, 2021 192,573,017 $ 0.025 4.18 - $ 7 Note 17 Discontinued Operations On 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. On November 15, 2021, we entered into a Purchase and Sale agreement with ZA Group Inc. to sell CZJ License Inc. for $250,000. At Closing, 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. At 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. Schedule of Previous Year Assets Liabilities and Expenses Assets Prepaid Expenses $ - $ 37,218 Website - 10,000 Intangible Assets - License - 423,410 Assets - 470,628 Liabilities Accounts Payable & Accrued - 33,500 Liabilities - 33,500 Expenses Amortization 74,760 64,687 Selling, general and administrative 190,857 152,939 Professional fees 213,500 172,750 - Expenses $ 479,117 $ 390,376 F- 30 Note 18 Commitments We 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. On 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. Mr. Canouse resigned on July 1, 2022. On September 29, 2020, we entered into a one-year renewable employment agreement with Walter Hoelzel, our Chief Marketing 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 with Mr. Hoelzel terminated on November 15, 2021with the disposition of CZJ License Inc. On 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 with Mr. Sher terminated on November 15, 2021with the disposition of CZJ License Inc. On 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. On 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. On 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 not closed. On 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. F- 31 On 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. Note 19 Income Taxes Income tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows: Schedule of Income Tax Expense December 31, December 31, 2021 2020 Net loss for the year $ ( 14,262,579 ) $ ( 910,163 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ ( 2,995,142 ) $ ( 191,134 ) Effect of change in tax rates - 26,276 Permanent differences - 44,681 Valuation allowance 2,995,142 120,177 Income tax expense and income tax liability $ - $ - As 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 December 31, December 31, 2021 2020 Tax loss carried forward $ - $ 1,135,000 Deferred tax assets $ 2,995,142 $ 238,421 Valuation allowance ( 2,995,142 ) ( 238,421 ) Deferred taxes recognized $ - $ - Tax losses of approximately $ 14 million will expire in 2040 Note 20 Subsequent Events Effective 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. Subsequent 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. Our 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. Effective 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. F- 32 On 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.. We 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. In 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 6, 2022 . 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. In 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 6, 2022 . 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. In 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. In 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. The notes’ principal and interest may be converted into our Common Stock at $ 0.02 per share. In 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: i. $ 150,000 upon the execution of the agreement (paid) ii. $ 150,000 in the second month (paid) iii. $ 150,000 in the third month(paid) iv. $ 150,000 upon the launch of the network In 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. In 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. F- 33 On 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. In return, 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 the work. In 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. In April 2022, we sold unsecured convertible subordinate notes totaling $ 275,000 that accrue interest at 6 % per annum and mature on December 31, 2022 . The loans may be converted into shares of our Common Stock at $ 0.021 per share, subject to a beneficial ownership limitation of 4,99 %. 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. In May 2022, we sold a shareholder a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures in May 2023. 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 In June 2022, we sold a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures in May 2023. 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. 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 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. F- 34 Madison Technologies Inc. Form 10-K - 2021 Page 32 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. There 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. From January 31, 2009 to March 27, 2022, our Independent Registered Public Accounting Firm was K. R. 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.