What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-11-14 compared with 2022-09-28 · 103 added, 61 removed, 143 unchanged (53% of the section changed)

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

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.

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

ended September 30, 2022 should be read in conjunction with our unaudited condensed consolidated financial statements and related notes

for the three and nine months ended September 30, 2021.

Looking Statements

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

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

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 $80,494 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.

months ended September 30, 2022 and 2021

Revenues increased to $485,497 for the three months ended September 30, 2022 from $464,028 for the three months ended September 30, 2021.

The increase resulted from the acquisition of the KYMU television station in September 2021 and operated throughout the three months

ended September 30, 2022.

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 $80,993 for the three months ended September 30, 2022 from ($57,437) for the three months ended September 30, 2021.

increase 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 in 2021, which also resulted in a one-time retroactive reduction in amortization

expense recognized in the three months ended September 30, 2021.

general and administrative fees

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.

general and administrative fees increased to $272,533 for the three months ended September 30, 2022 from $198,567 for the three months

ended September 30, 2021.

The increase was primarily the result of increase personnel expenses we incurred in three months ended September

30, 2022 as we added personnel for the launch of BLOCKCHAIN.TV and to perform administrative duties that had been outsourced and incurred

professional fees.

operation expenses are $85,800 and $74,889 for the three months ended September 30, 2022 and 2021.

The expenses are direct costs of operating

the television stations we acquired in 2021.

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.

fees decreased to $416,019 for the three months ended September 30, 2022 from $741,296 for the three months ended September 30, 2021.

The decrease was primarily the result of an increase in the legal and accounting expense associated with the 2021 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 in 2021.

Form 10-Q – Q2 Madison Technologies Inc.

expense decreased to $1,520,742 for the three months ended September 30, 2022 from $1,927,580 for the three months ended September 30,

The decrease resulted from the costs of financings associated with the acquisitions of television stations and development of BLOCKCHAIN.TV

that had amortization periods that expired prior to the three months ended September 30, 2022.

income from discontinued operations was $0 and $32,722 for the three months ended September 30, 2022 and 2021, respectively.

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 decreased to $1,880,556 for the three months ended September 30, 2022, from $2,405,292 for the three months ended September 30,

The decrease was primarily the result of $406,838 decrease in interest expense for debt instruments we issued in 2021 and the $325,277

decrease in professional fees.

Net Loss on a basic and diluted basis of $0.001 per share for the three months ended September 30, 2022,

based on 1,599,095,027 weighted average shares outstanding, as compared to a Net Loss of $0.096 per share for the three months ended

September 30, 2021, based on 24,972,565 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 September 30, 2022 and 2021

Revenues increased to $1,431,762 for the nine months ended September 30, 2022 from $760,053 for the nine months ended September 30, 2021.

The increase 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.

increased to $242,481 for the nine months ended September 30, 2022 from $177,006 for the nine months ended September 30, 2021.

in amortization expense resulted from having the amortizable tangible and intangible television station assets for the entire nine-month

period in 2022 as compared to 2021 when the assets were acquired at different times during the 2021 nine-month period.

general and administrative fees

general and administrative fees decreased to $753,378 for the nine months ended September 30, 2022 from $433,025 for the nine months

ended September 30, 2021.

The increase was primarily the result of increase personnel expenses we incurred in nine months ended September

30, 2022 as we added personnel for the launch of BLOCKCHAIN.TV and to perform administrative duties that had been outsourced and incurred

professional fees.

Form 10-Q – Q2 Madison Technologies Inc.

operation expenses are $257,483 and $178,869 for the nine months ended September 30, 2022 and 2021.

The expenses are direct costs of

operating the television stations we acquired in 2021.

The increase in expense resulted from operating the television station assets

for the entire nine-month period in 2022 as compared to 2021 when the assets were acquired at different times during the 2021 nine-month

Fees increased to $2,556,767 for the nine months ended September 30, 2022 from $1,745,592 for the nine months ended September 30, 2021.

The increase was primarily the result of an increase in professional engaged to assist with development of our business and preparations

for the launch of BLOCKCHAIN.TV in 2022.

In 2021, professional fees were primarily legal and accounting expenses 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 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

loss on asset disposals was $52,668 and $17,417 for the nine months ended September 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.

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

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.

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.

expense increased to $4,547,497 for the nine months ended September 30, 2022 from $3,129,983 for the nine months ended September 30,

The $1,417,514 increase resulted from having a higher amount of outstanding financings associated with the acquisition of television

stations and development of BLOCKCHAIN.TV and having the $16,500,000 Notes outstanding for the entire nine-month period in 2022.

loss from discontinued operations was $0 and $40,323 for the nine months ended September 31, 2022 and 2021, respectively.

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 $6,949,431 for the nine months ended September 30, 2022 from $4,961,892 for the nine months ended September 30, 2021.

The increase was primarily the result of the $1,417,514 increase in interest expense and $806,175 increase in professional fees.

Loss on a basic and diluted basis of $0.004 per share for the nine months ended September 30, 2022, based on 1,599,095,027 weighted average

shares outstanding, as compared to a Net Loss of $0.203 per share for the nine months ended September 30, 2021, based on 24,439,598 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.

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and Working Capital

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

at September 30, 2022, we had $8,804 in cash and a $9,866,871 working capital deficit, compared to cash of $55,656 and working capital

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

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

As of March 31, 2022, our principal

As of September 30, 2022, our principal

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

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Cash Used in Operating Activities

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.

used cash of $1,342,369 in operating activities during nine months ended September 30, 2022 compared to cash used of $4,182,398 in operating

activities during the previous year’s nine-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

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

used cash of $156,483 in investing activities during the nine months ended September 30, 2022 compared to cash used of $14,462,531 in

investing activities during the previous year’s nine-month period.

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 $1,452,000 for the nine months ended September 30, 2022 were from the proceeds of subordinated

notes payable and Warrants that we sold to investors, compared to $20,830,000 of cash provided by financing activities during the previous

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

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.

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Commitments for Capital Expenditures

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

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

Disclosure of Contractual Obligations

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deposits paid to sellers of those assets.

In the nine months ended September 30, 2022, we wrote off an additional $52,668 in TV station

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

23 unchanged sentences

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