What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-09-28 compared with 2022-09-28 · 62 added, 100 removed, 142 unchanged (53% of the section changed)

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

The following discussion of our financial condition,

changes in financial condition and results of operations for the three and six months ended June 30, 2022 should be read in conjunction

with our unaudited condensed consolidated financial statements and related notes for the three and six months ended June 30, 2021.

following discussion of our financial condition, changes in financial condition and results of operations for the three months ended

March 31, 2022, should be read in conjunction with our unaudited condensed consolidated financial statements and related notes for the

three months ended March 31, 2021.

Looking Statements

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

months ended June 30, 2022 and 2021

Revenues increased to $471,266 for the three months ended June 30, 2022 from $0 for the three months ended June 30, 2021.

months ended March 31, 2022 and 2021

Revenues increased to $474,999 for the three months ended March 31, 2022 from $0 for the three months ended March 31, 2021.

resulted from the acquisitions of television stations in 2021 and the $474,999 revenues generated by the lease agreements held by those

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stations acquired during 2021 and the launch of BLOCKCHAIN.TV in 2022.

increased to $80,994 for the three months ended June 30, 2022 from $179,789 for the three months ended June 30, 2021.

The decrease in

amortization expense resulted from the reduction in the estimated fair values of amortizable tangible and intangible television station

assets as determined by an independent valuation subsequent to June 30, 2021.

increased to $80,494 for the three months ended March 31, 2022 from $35,284 for the three months ended March 31, 2021.

The increase resulted

from the Sovryn acquisitions in 2021 of television stations that have amortizable tangible and intangible assets.

general and administrative fees

general and administrative fees decreased to $330,819 for the three months ended June 30, 2022 from $541,842 for the three months ended

June 30, 2021.

The decrease was primarily the result of expenses we incurred in three months ended June 30, 2021following our acquisition

of Sovryn that did not recur in the three months ended June 30, 2022.

operation expenses are $84,051 and $19,370 for the three months ended June 30, 2022 and 2021.

general and administrative fees increased to $181,994 for the three months ended March 31, 2022 from $82,179 for the three months

ended March 31, 2021.

The increase was primarily the result of selling and overhead expenses for our television stations that we

started operating in 2021 following their acquisitions.

operation expenses are $87,632 and $0 for the three months ended March 31, 2022 and 2021.

The expenses are direct costs of operating

the television stations we acquired in 2021.

fees increased to $1,299,415 for the three months ended June 30, 2022 from $658,765 for the three months ended June 30, 2021.

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

the financing associated with those acquisitions, management fees and, the expense associated with regulatory filings for the SEC, including the Form

S1 Registration.

Form 10-Q – Q2 Madison Technologies Inc.

expense increased to $1,689,180 for the three months ended June 30, 2022 from $556,872 for the three months ended June 30, 2021.

$1,132,308 increase resulted from the financings associated with the acquisition of television stations and development of BLOCKCHAIN.TV.

loss from discontinued operations was $0 and $39,210 for the three months ended June 30, 2022 and 2021, respectively.

On November 15,

2021, we sold our subsidiary, CZJ License Inc.

and designated its operations as discontinued.

The previous year’s assets, liabilities

and expenses have been similarly classified for comparative purposes.

Loss increased to $3,003,464 for the three months ended June 30, 2022, from $1,699,823 for the three months ended June 30, 2021.

was primarily the result of $805,107 increase in interest expense for debt instruments we issued in 2021 and 2022.

Net Loss on a basic

and diluted basis of $0.002 per share for the three months ended June 30, 2022, based on 1,599,095,027 weighted average shares outstanding,

as compared to a Net Loss of $0.072 per share for the three months ended June 30, 2021, based on 23,748,881 weighted average shares outstanding.

The increase in weighted average shares outstanding relates primarily to issuances of 192,073,017 shares to the Investors on October

11, 2021 in connection with the $16,500,000 Notes we sold, the 1,091,388,889 shares we issued on October 11, 2021 to Preferred Series

E-1 holders in pursuant to an Exchange Agreement and the 255,555,556 shares we issued on November 2, 2021 in exchange for 4,600 shares

of our Series G Preferred Stock.

months ended June 30, 2022 and 2021

Revenues increased to $946,265 for the six months ended June 30, 2022 from $296,025 for the three months ended June 30, 2021.

resulted from the acquisitions of television stations in 2021 and the $ revenues generated by the lease agreements held by those stations.

We anticipate 2022 Net Revenues will increase compared to 2021 Net Revenues as a result a full year of operating the television stations

acquired during 2021 and the launch of BLOCKCHAIN.TV in 2022.

decreased to $161,488 for the six months ended June 30, 2022 from $215,073 for the six months ended June 30, 2021.

The decrease in amortization

expense resulted from the reduction in the estimated fair values of amortizable tangible and intangible television station assets as

determined by an independent valuation subsequent to June 30, 2021.

general and administrative fees

Selling, general and administrative fees decreased

to $480,845 for the six months ended June 30, 2022 from $624,021 for the six months ended June 30, 2021.

The decrease was primarily the

result of expenses we incurred in six months ended June 30, 2021 following our acquisition of Sovryn that did not recur in the six months

ended June 30, 2022.

Professional Fees increased to $1,098,279 for the

three months ended March 31, 2022 from $340,531 for the three months ended March 31, 2021.

The increase was primarily the result of an

increase in the legal and accounting expense associated with the acquisitions of television stations, the financing associated with those

acquisitions, management fees, and, the expense associated with regulatory filings for the SEC, including the Form S1 Registration.

Form 10-Q - Q1 Madison Technologies Inc.

operation expenses are $171,683 and $19,370 for the six months ended June 30, 2022 and 2021.

The expenses are direct costs of operating

the television stations we acquired in 2021.

Fees increased to $2,140,748 for the six months ended June 30, 2022 from $1,004,296 for the six months ended June 30, 2021.

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

the financing associated with those acquisitions, management fees and, the expense associated with regulatory filings for the SEC, including the Form

S1 Registration.

on asset disposals

loss on asset disposals was $52,668 and $0 for the six months ended June 30, 2022 and 2021.

Our initial objective was to create one the

largest, most comprehensive, state of the art OTA content distribution platforms to capitalize on the changing media and distribution

loss on asset disposals was $52,668 and $0 for the three months ended March 31, 2022 and 2021.

Our initial objective was to create one

the largest, most comprehensive, state of the art OTA content distribution platforms to capitalize on the changing media and distribution

landscape and on the growing OTA viewership in the U.S.

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a $52,668 of loss from disposition of OTA assets.

Interest expense increased to $3,028,038 for the six

months ended June 30, 2022 from $916,820 for the six months ended June 30, 2022.

Interest expense increased to $1,520,001 for the three

months ended March 31, 2022 from $359,948 for the three months ended March 31, 2021.

The $1,160,053 increase resulted from the financings

associated with the acquisition of television stations and development of BLOCKCHAIN.TV.

loss from discontinued operations was $0 and $73,045 for the six months ended March 31, 2022 and 2021, respectively.

On November 15,

2021, we sold our subsidiary, CZJ License Inc.

and designated its operations as discontinued.

The previous year’s assets, liabilities

and expenses have been similarly classified for comparative purposes.

Net Loss increased to $5,070,158 for the six months

ended June 30, 2022 from $2,556,600 for the six months ended June 30, 2021.

The increase was primarily the result of the $2,111,218 increase

in interest expense for debt instruments we issued in 2021 and 2022.

Net Loss on a basic and diluted basis of $0.003 per share for the

six months ended June 30, 2022, based on 1,599,095,027 weighted average shares outstanding, as compared to a Net Loss of $0.106 per share

for the six months ended June 30, 2021, based on 24,168,698 weighted average shares outstanding.

The increase in weighted average shares

outstanding relates primarily to issuances of 192,073,017 shares to the Investors on October 11, 2021 in connection with the $16,500,000

Notes we sold, the 1,091,388,889 shares we issued on October 11, 2021 to Preferred Series E-1 holders in pursuant to an Exchange Agreement

and the 255,555,556 shares we issued on November 2, 2021 in exchange for 4,600 shares of our Series G Preferred Stock.

Discontinued Operations

Our loss from discontinued operations was $0 and $38,835

for the three months ended March 31, 2022 and 2021, respectively.

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

and designated

its operations as discontinued.

The previous year’s assets, liabilities and expenses have been similarly classified for comparative

Net Loss increased to $2,536,688 for the three months

ended March 31, 2022 from $856,777 for the three months ended March 31, 2021.

The increase was primarily the result of $1,520,001 of interest

expense for debt instruments we issued in 2021 and 2022.

Net Loss on a basic and diluted basis of $0.002 per share for the three months

ended March 31, 2022, based on 1,599,095,027 weighted average shares outstanding, as compared to a Net Loss of $0.037 per share for the

three months ended March 31, 2021, based on 23,472,567 weighted average shares outstanding.

The increase in weighted average shares outstanding

relates primarily to issuances of 192,073,017 shares to the Investors on October 11, 2021 in connection with the $16,500,000 Notes we

sold, the 1,091,388,889 shares we issued on October 11, 2021 to Preferred Series E-1 holders in pursuant to an Exchange Agreement and

the 255,555,556 shares we issued on November 2, 2021 in exchange for 4,600 shares of our Series G Preferred Stock.

Form 10-Q - Q1 Madison Technologies Inc.

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and Working Capital

at June 30, 2022, we had $22,543 in cash and a $8,491,105 working capital deficit, compared to cash of $55,656 and working capital deficit

of $4,373,271 as at December 31, 2021.

at March 31, 2022, we had $206,399 in cash and a $6,405,680 working capital deficit, compared to cash of $55,656 and working capital

deficit of $4,373,271 as at December 31, 2021.

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

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we may have to further modify our business plan, which may require us to raise additional capital.

As of June 30, 2022, our principal

As of March 31, 2022, our principal

source of liquidity was our cash, which totaled $206,399.

Historically, our principal sources of cash have included proceeds from the sale

of common stock and preferred stock and related party loans.

Our principal uses of cash have included cash used in operations, to make

acquisitions and to pay interest on our Notes.

Historically, our principal sources of cash have included proceeds from the

sale of common stock and preferred stock and related party loans.

Our principal uses of cash have included cash used in operations, to

make acquisitions and to pay interest on our Notes.

We expect that the principal uses of cash in the future will be for continuing operations

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Cash Used in Operating Activities

We used cash of $1,331,299 in operating activities

during six months ended June 30, 2022 compared to cash used of $1,228,685 in operating activities during the previous year’s six-month

The increase was primarily the result of increase in expenses associated with the build out and roll out of our business plan.

used cash of $562,799 in operating activities during three months ended March 31, 2022 compared to cash used of $1,136,599 in

operating activities during the previous year’s three-month period.

The increase was primarily the result of increase in

expenses associated with the build out and roll out of our business plan.

Cash Used in Investing Activities

We used cash of $103,815 in investing activities during

the six months ended June 30, 2022 compared to cash used of $12,343,010 in investing activities during the previous year’s six-month

The decrease was the result of the 2021 purchases of the television station assets that did not recur in 2022.

Cash Provided by Financing Activities

Net cash flows provided by financing activities of

$1,402,000 for the six months ended June 30, 2022 were from the proceeds of subordinated notes payable and Warrants that we sold to investors,

compared to $19,203,001 of cash provided by financing activities during the previous fiscal year that we generated from the Arena financing

in February 2021 and sales of subscriptions to purchase our Common Stock.

used cash of $96,458 in investing activities during the three months ended March 31, 2022 compared to cash used of $0 in investing

activities during the previous year’s three-month period.

The increase was the result of enhancements to our website and funds

advanced to Top Dog Productions Inc.

associated with our agreement to acquire them.

Cash Provided (Used in) by Financing Activities

cash flows provided by financing activities of $810,000 for the three months ended March 31, 2022 were from the proceeds of subordinated

notes payable and Warrants that we sold to investors, compared to $15,540,000 of cash provided by financing activities during the previous

fiscal year that we generated from the Arena financing in February 2021.

Form 10-Q - Q1 Madison Technologies Inc.

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Commitments for Capital Expenditures

had no contingencies or long-term commitments at June 30, 2022.

had no contingencies or long-term commitments at March 31, 2022.

Disclosure of Contractual Obligations

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deposits paid to sellers of those assets.

In the six months ended June 30, 2022, we wrote off an additional $52,668 in TV station assets.

performed the annual goodwill and indefinite-lived intangible assets impairment assessments as of December 31, 2021 and concluded that

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis