What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-09-28 compared with 2021-12-21 · 223 added, 387 removed, 19 unchanged (97% of the section changed)

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

Quarterly Report on Form 10-Q includes forward-looking statements.

These forward-looking statements are based on our current expectations

and beliefs concerning future developments and their potential effects on us.

There can be no assurance that future developments affecting

us will be those that we have anticipated.

These forward-looking statements involve a number of risks, uncertainties (some of which are

beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed

or implied by these forward-looking statements.

Our forward-looking statements include, but are not limited to, statements regarding

our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future.

In addition, any statements

that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,

are forward-looking statements.

The words “anticipate,” “believe,” “continue,” “could,”

“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”

“potential,” “predict,” “project,” “should,” “would” and similar expressions

may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

that might cause or contribute to such forward-looking statements include, but are not limited to, those set forth in the Risk Factors

section of the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2021.

The following discussion should be read

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

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.

Looking Statements

Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of the Private Securities

Litigation Reform Act of 1995.

These forward-looking statements are based on current expectations, estimates, and projections about DLT

Resolutions’ industry, management’s beliefs, and certain assumptions made by management.

Forward-looking statements include

our expectations regarding product, services, and maintenance revenue, annual savings associated with the organizational changes effected

in prior years, and short- and long-term cash needs.

In some cases, words such as “anticipates,” “expects,” “intends,”

“plans,” “believes,” “estimates,” variations of these words, and similar expressions are intended

to identify forward-looking statements.

In addition, statements about the potential effects of the COVID-19 pandemic on the Company’s

businesses, results of operations and financial condition may constitute forward-looking statements.

The statements are not guarantees

of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict;

therefore, actual

results may differ materially from those expressed or forecasted in any forward-looking statements.

Risks and uncertainties of our business

include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on August 26, 2022,

under “Item 1A.

Risk Factors” as well as additional risks described in this Form 10-Q.

Unless required by law, we undertake

no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the

Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K .

Technologies Inc.

(“ Madison ”) is a Nevada corporation that was incorporated on June 15, 1998.

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

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

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

platform through one or more station acquisitions per DMA.

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

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

Management’s strategy is to stage the acquisitions

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

100 stations within 18-24 months.

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

FCC approval for three stations which have been acquired:

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

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

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

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

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

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

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

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

stations in Miami, Tampa and St.

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

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

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

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

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

The over-the-air programming carried

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

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

Pricing of lease agreements is in part determined

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

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

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

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

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

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

In addition, Madison expects to grow

the station base to 100 tv stations nationwide through additional acquisitions targeting the top 100 DMA’s across the nation, ultimately

covering 80% of the population of the U.S.

over the next 18-24 months.

licensed TV station has the capability of delivering 10+ different revenue “streams” (channels) of content Over-the-Air,

24 hours per day/7 days per week .

If converted to the new FCC approved ATSC 3.0 technology, the streaming capacity will increase to

25+ channels or more, giving Sovryn the potential to stream content upon completion of the roll-up to over 2500 channels aggregated over

expected 100 stations.

will operate the stations remotely and centrally, eliminating the need for in-market personnel or a studio facility.

Remote operations

of stations results in significant cost efficiencies.

Recent FCC deregulation in TV broadcasting has eliminated the need for full time

employees and studio facilities operating Class A and Low Power stations allowing for greater cost efficiency.

February 16, 2021, we entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Sovryn Holdings, Inc.

(“Sovryn”) and the holders (the “Sovryn Shareholders”) of Sovryn’s issued and outstanding shares of common

stock, par value $0.0001 per share (“Sovryn Common Shares”), pursuant to which the Shareholders exchanged 100% of the outstanding

Sovryn Common Shares, for (i) 100 shares of series B preferred stock, par value $0.001 per share (“Series B Preferred Stock”),

of the Company which was transferred by Jeffrey Canouse, the Company’s controlling shareholder and existing Chief Executive Officer

(the “Controlling Shareholder”), to the designee of Sovryn and (ii) 1,000 shares of series E convertible preferred stock,

par value $0.001 per share of Sovryn (“Series E Preferred Stock,” and together with Series B Preferred Stock, the “Preferred

Exchange Shares,” and the foregoing exchange of Sovryn Common Shares for Preferred Exchange Shares being the “Equity Exchange”).

the effectiveness of an amendment to our Articles of Incorporation to increase the Company’s authorized common stock, 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 common stock of the Company (“Shareholder Approval”).

The Series E Convertible Preferred Stock votes on an as-converted basis with the common stock prior to their conversion.

Preferred Stock shall represent approximately 57% of the fully-diluted shares of common stock of the Company after the closing of the

transactions contemplated by the Securities Purchase Agreement (as defined below).

prior to the closing of, and as a condition to, the Share Exchange Agreement, the Company entered into a Share Transfer Agreement (the

“Share Transfer Agreement”), pursuant to which the Controlling Shareholder transferred all of the shares of Series B Preferred

Stock held by him to an entity controlled by Philip Falcone, the Company’s new chief executive officer.

The Series B Preferred

Stock entitles the holder thereof to majority voting control of the Company by virtue of the 51% super voting rights attributed to the

holder of the Series B Preferred Stock.

The Controlling Shareholder owned all 100 Shares of Series B Preferred Stock, entitling him to

51% of the aggregate votes taken by shareholders of any class on all matters being voted upon.

prior to the closing of the Share Exchange Agreement, we entered into Exchange Agreements (the “Convertible Note Exchange Agreements”)

with the holders of our outstanding convertible promissory notes (the “Convertible Notes”).

Pursuant to Convertible Note

Exchange Agreements, the holders of the Convertible Notes were issued, in exchange for their Convertible Notes, a total of 230,000 shares

of our newly-designated Series D Convertible Preferred Stock.

Our new Series D Convertible Preferred Stock is convertible into common

stock at a ratio of 1,000 shares of common stock for each share of preferred stock held.

Immediately prior to the closing of the Share

Exchange Agreement, we entered into Exchange Agreements (the “Preferred Stock Exchange Agreements” and together with the

Convertible Note Exchange Agreements, the “Exchange Agreements”) with the holders of our outstanding series A convertible

preferred stock (the “Series A Preferred Stock”).

Pursuant to the Preferred Stock Exchange Agreements, the holders of the

Series A Convertible Preferred Stock were issued, in exchange for their Series A Preferred Stock, options to purchase a majority of the

outstanding shares of common stock of a newly to be formed wholly owned subsidiary of the Company to be called CZJ License, Inc.

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

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

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

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

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

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

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

The Notes accrue interest at a

rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default.

Interest is payable

in cash on a quarterly basis beginning on March 31, 2021.

Notwithstanding the above, at the Company’s election, any interest payable

on an applicable payment date may be paid in registered Common Stock of the Company (rather than cash) in an amount equal (A) the amount

of the interest payment due on such date, divided by (B) an amount equal to 80% of the average VWAP of the Common Stock for the five

(5) days immediately preceding the date of conversion.

On September 24, 2021, the Company and the Investors

amended the Notes.

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

per share subject to adjustment.

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

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

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

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

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

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

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

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

(with a maximum ownership limit of 9.99%).

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

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

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

The Notes may not be redeemed by the Company

As part of the agreement with the Investors, the

Company issued 192,073,016 warrants.

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

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

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

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

may be eligible for cashless exercise.

The Series F Preferred Stock have no voting rights

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

Subsequent to the period ended September

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

On November 8, 2021, the Series F Preferred

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

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

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

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

CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited liability

company (together with OpCo, “Sellers”).

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

Asset Purchase Agreement, Sovryn will acquire the licenses and Federal Communications Commission (“FCC”) authorizations to

the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”), certain tangible personal

property, real property, contracts, intangible property, files, claims and prepaid items together with certain assumed liablities in

connection with the Acquired Stations (the “Asset Sale Transaction”).

As consideration for the Asset Sale Transaction, Sovryn

has agreed to pay the Sellers $10,000,000, $2,000,000 of which was paid to Sellers upon execution of the Asset Purchase Agreement, as

(i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the terms of an escrow agreement entered into between Sovryn

and the Sellers (the “Escrow Fee”) and (ii) a non-refundable option fee of $1,000,000 (the “Option Fee”).

closing of the Asset Sale Transaction took place on April 19, 2021.

March 14, 2021, Sovryn entered into an asset purchase agreement (the “KVVV Asset Purchase Agreement”) with Abraham Telecasting

Company, LLC, a Texas limited liability company (the “Houston Seller”).

Upon the terms and subject to the satisfaction of

the conditions described in the KVVV Asset Purchase Agreement, Sovryn agreed to acquire the licenses and Federal Communications Commission

(“FCC”) authorizations to the KVVV-LD low power television station owned by the Houston Seller (the “Houston 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 Houston Acquired Station (the “KVVV Asset Sale Transaction”).

As consideration for the KVVV Asset Sale Transaction, Sovryn has agreed to pay the Houston Seller $1,500,000 in cash, $87,500 of which

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

the Houston Seller (the “KVVV Escrow Fee”).

The closing of the KVVV Asset Sale Transaction (the “KVVV Closing”)

is subject to, among other things, consent by the FCC to the assignment of the FCC authorizations pertaining to the Houston Acquired

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

The KVVV Closing shall occur no more than ten (10)

business days following the later to occur of (i) the date on which the Houston FCC Consent has been granted and (ii) the other conditions

to the KVVV Closing set forth in the KVVV Asset Purchase Agreement.

The closing of the KVVV Asset Sale Transaction took place on June

March 29, 2021, Sovryn, entered into an asset purchase agreement (the “KYMU Asset Purchase Agreement”) with Seattle 6 Broadcasting

Company, LLC, a Washington limited liability company (the “Seattle Seller”).

Upon the terms and subject to the satisfaction

of the conditions described in the KYMU Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the

KYMU-LD low power television station owned by the Seattle Seller (the “Seattle 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 Seattle Acquired Station (the “KYMU Asset Sale Transaction”).

As consideration for the

Seattle Asset Sale Transaction, Sovryn has agreed to pay the Seattle Seller $1,750,000, $87,500 of which was paid to the Seattle Seller

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

Escrow Fee”).

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

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

(the “Seattle FCC Consent”).

The Seattle Closing occurred at the end of September 2021.

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

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

Upon the terms and subject to the satisfaction

of the conditions described in the W27EB Asset Purchase Agreement, Sovryn agreed to acquire the licenses and FCC authorizations to the

W27EB-D Class A television station owned by the Chicago Seller (the “Chicago 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 Chicago Acquired Station (the “W27EBAsset Sale Transaction”).

As consideration for the

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

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

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

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

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

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

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

Upon the terms and subject to the satisfaction of the conditions

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

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

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

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

As consideration for the Arizona Asset Sale Transaction,

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

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

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

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

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

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

Upon the terms and subject to the satisfaction

of the conditions described in the KVSD Asset Purchase Agreement, Sovryn 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, Sovryn has agreed to pay the San Diego Seller $1,500,000 in

cash, $75,000 of which was paid to the San Diego Seller (subsequent to the period end) and to be held in escrow pursuant to the terms

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

The FCC has since consented

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

escrowed amounts to $275,000.

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

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

The FCC has consented to the

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

Purchase price for the New York station

in total is $5.4mm.

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

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

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

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

Asset Sale Transaction”).

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

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

and the Atlanta seller.

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

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

(the “ Atlanta FCC Consent”).

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

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

the WANN Asset Purchase Agreement.

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

Communications (“the CP Seller”).

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

held in Escrow.

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

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

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

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.

Form 10-Q – Q2 Madison Technologies Inc.

OF OPERATIONS

5 unchanged sentences

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

months ended September 30, 2021 and September 30, 2020

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

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

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

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

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

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

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

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

and administrative fees

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

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

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

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

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

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

and associated financings.

and Product Development Fees

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

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

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

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

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

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

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.

resulted from the acquisitions of television stations in 2021 and the $296,025 revenues generated by the lease agreements held by those

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.

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.

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.

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.

Royalty expense decreased

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

The decrease resulted

from amended terms in the agreement with CZJ products.

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

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

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

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

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

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

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

well as interest expense from the Arena Capital credit facility.

months ended September 30, 2021 and September 30, 2020

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

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

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

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

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

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

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

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

and administrative fees

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

September 30, 2020.

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

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

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

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

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

and associated financings.

and Product Development Fees

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

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

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

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

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

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

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

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

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

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

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

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

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

expenses associated with the financing and Sovryn acquisitions.

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.

Form 10-Q – Q2 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

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

We are exploring more capital efficient and technology centric alternatives to

its planned station acquisition distribution platform.

While there is no guarantee that it will be successful with this alternative approach,

we have determined that it will postpone further capital expenditures on acquisitions and as a result, the planned acquisitions have

been terminated and future acquisition plans have been put on hold while we evaluate this alternative approach.

As a result, we recognized

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.

The $2,111,218 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.

Form 10-Q – Q2 Madison Technologies Inc.

and Capital Resources

and Working Capital

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

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

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.

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

We expect to raise additional capital through the sale

of equity and/or debt securities;

however, there is no assurance that we will be successful at raising additional capital in the future.

If our plans are not achieved and/or if significant unanticipated events occur, we may have to further modify our business plan, which

may require us to raise additional capital.

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

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

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

We expect that the principal uses of cash

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

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.

expect to raise additional capital through the sale of equity and/or debt securities;

however, there is no assurance that we will be

successful at raising additional capital in the future.

If our plans are not achieved and/or if significant unanticipated events occur,

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

As of June 30, 2022, our principal

source of liquidity was our cash, which totaled $22,543.

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

associated with rolling out the business plan and for interest payments.

Cash Used in Operating Activities

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

activities during the same period in the previous fiscal year.

The increase was primarily the result of increase in expenses associated

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

Cash Provided (Used in) Investing Activities

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

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

The increase was the result of acquisitions and

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

to Top Dog Productions Inc.

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.

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

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

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

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

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.

Form 10-Q – Q2 Madison Technologies Inc.

Sheet Arrangements

has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources

that is material to stockholders.

has not attained profitable operations and is dependent upon obtaining financing to pursue any extensive business activities.

reasons, Madison’s auditors stated in their report that they have substantial doubt Madison will be able to continue as a going

have no off-balance sheet arrangements including arrangements that would affect its liquidity, capital resources, market risk support

and credit risk support or other benefits.

independent auditors’ reports accompanying our December 31, 2021 and 2020 financial statements contain an explanatory paragraph

expressing substantial doubt about our ability to continue as a going concern.

The financial statements have been prepared assuming that

we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in

the ordinary course of business.

anticipates continuing to rely on equity sales of our Common Stock in order to continue to fund our business operations.

additional Common Stock will result in dilution to our existing stockholders.

There is no assurance that we will achieve any additional

sales of our Common Stock or arrange for debt or other financing to fund our planned activities.

Commitments for Capital Expenditures

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

Disclosure of Contractual Obligations

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required

under this item.

Accounting Policies

financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States.

Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities,

revenue, and expenses.

These estimates and assumptions are affected by management’s application of accounting policies.

believes that understanding the basis and nature of the estimates and assumptions involved with the following aspects of Madison’s

financial statements is critical to an understanding of Madison’s financial statements.

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

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

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

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

statements are prepared.

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

in the period when new information becomes available to management.

Actual results could differ from those estimates.

in significant accounting policies

has been no change in the accounting policies from those disclosed in the notes to the audited financial statements for the year ended

December 31, 2020.

Issued Accounting Pronouncements

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

which may be in advance of their effective date.

On August 5, 2020, the FASB issued a new standard (ASU 2020-06) to reduce the complexity

of accounting for convertible debt.

The standard is effective for Smaller Reporting Companies for fiscal years beginning after December

Management is reviewing this standard as it believes this may impact on its financial reporting Management does not believe

that other any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial

follow certain significant accounting policies when preparing our consolidated financial statements.

A complete summary of these policies

is included in Note 1 of Notes to Consolidated Financial Statements.

Certain of the policies require management to make significant and

subjective estimates or assumptions that may deviate from actual results.

In particular, management makes estimates regarding the useful

life of long-lived assets related to depreciation and amortization expense, estimates regarding fair value of our reporting units and

future cash flows with respect to assessing potential impairment of both long-lived assets and goodwill and estimates of expense related

to our debt and equity instruments.

Each of these estimates is discussed in greater detail in the following discussion.

Assets, Depreciation and Amortization Expense and Valuation

review the carrying value of long-lived assets for impairment when events or changes in circumstances indicate that the carrying amount

of an asset, or related asset group, may not be recoverable from estimated future undiscounted cash flows.

Recoverability of assets to

be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash

flows expected to be generated by the asset or asset group.

If the carrying amount of the asset exceeds its estimated future cash flows,

an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

we recognized that we would not complete the acquisition of the TV station assets of W27EB and KPHE TV and we wrote off $1,150,000 in

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

our goodwill for the Sovryn acquisition was impaired as of that date.

Goodwill and indefinite lived assets are tested annually or more

frequently if events or changes in circumstances indicate that the asset might be impaired.

We follow a two-step process for testing

First, the fair value of each reporting unit is compared to its carrying value to determine whether an indication of impairment

If impairment is indicated, then the fair value of the reporting unit’s goodwill is determined by allocating the unit’s

fair value of its assets and liabilities (including any unrecognized intangible assets) as if the reporting unit had been acquired in

a business combination.

The amount of impairment for goodwill is measured as the excess of its carrying value over its implied fair value.

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

We evaluate all of our financial instruments

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

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

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

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

In the event that the fair value is recorded as a

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

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

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

Form 10-Q – Q2 Madison Technologies Inc.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required

under this item.

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