What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-01-25 compared with 2022-08-26 · 1240 added, 1364 removed, 211 unchanged (93% of the section changed)

2 unchanged sentences

31, 2022 AND 2021

Independent Auditor’s Reports PCAOB:

5041 and 1212

FINANCIAL STATEMENTS

Balance Sheets

Statements of Operations

Statements of Stockholders’ Deficit

Statements of Cash Flows

Notes to the Financial Statements

MARGETSON LTD .

Professional Accountant

East 5 th Street

Vancouver BC, V7L 1M1

1.855.603.3228

Independent Auditor’s Report (PCAOB ID#:

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Deficit

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

of Independent Registered Public Accounting Firm

the Board of Directors and Stockholders of

Technologies Inc.

on the financial statements

have audited the accompanying balance sheets of Madison Technologies Inc.

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

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

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

In my opinion, the financial statements present fairly, in

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

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

in the United States of America.

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

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

that the Company will continue as a going concern.

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

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

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

The financial

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

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

My responsibility is to express an opinion on these financial

statements based on my audits.

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

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

federal securities laws and the applicable

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

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

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

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

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

As part of my audits,

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

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

Accordingly, I express no such opinion.

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

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

Such procedures included examining on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

My audits also included evaluating the accounting principles used and significant

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

I believe that my audits provide a

reasonable basis for my opinion.

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

communicated to the audit committee and that:

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

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

I determined that there are no critical audit matters.

have served as the Company’s auditor since 2009.

Professional Accountant

Vancouver, BC

Report of Independent Registered Public Accounting Firm

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

on the Financial Statements

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

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

(the “Company”) as of December

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.

31, 2022 and 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, 2022 and 2021, and

the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States.

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

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

As discussed in Note

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

as a going concern.

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

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

to continue as a going concern.

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

this uncertainty.

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

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

financial statements based on our audit.

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

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

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

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.

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

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

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

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

As part of our audits

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

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

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

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

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

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

Accordingly, we express no such opinion.

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

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

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

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles

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

We believe that our audit provides a reasonable basis for our opinion.

Audit Matters

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

be communicated to the audit committee and that:

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

1 unchanged sentence

determined that there are no critical audit matters.

BF Borgers CPA PC

Borgers CPA PC

have served as the Company’s auditor since 2022

/s/ BF Borgers CPA PC

BF Borgers CPA

We have served as

the Company’s auditor since March 28, 2022

PCAOB ID 5041

January 24, 2024

TECHNOLOGIES INC.

Balance Sheets

December 31, 2021

December 31, 2020

For the Year Ended December 31,

CURRENT ASSETS

Accounts receivables, net

Prepaid expenses

Note receivables

Prepaid expenses and deposits

Current assets held for sale

Due from related party

Assets from discontinued operations

Total Current Assets

Intangible assets, net

Other assets held for sale

Equipment, net

Operating lease right-of-use assets, net

LIABILITIES AND STOCKHOLDERS’ DEFICIT

2 unchanged sentences

Derivative liability

License fee payable held for sale

Current portion of lease liabilities

Demand notes and accrued interest payable

Convertible notes payable

Interest payable on convertible notes

Total current liabilities

Long term portion of lease liability obligations

Long term convertible notes, net of discount

Promissory notes

Convertible notes

Interest payable on senior secured notes

Senior secured notes, net of discount

Liabilities from discontinued operations

Total liabilities

2 unchanged sentences

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;

convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, December 31, 2022 and 2021, respectively;

75,000 converted

1 unchanged sentence

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 issued and outstanding, December 31, 2022 and 2021, respectively;

1,000 shares exchanged to Series E-1

1,000 shares exchanged for Series E-1

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

7 unchanged sentences

Preferred Shares – Series H, $ 0.001 par value;

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

Temporary equity value

convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued and outstanding, December 31, 2022 and 2021, respectively

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;

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 shares issued and outstanding, December 31, 2022 and 2021, respectively

Preferred Shares - Series B, $ 0.001 par value;

100 shares designated, 100 shares issued and outstanding, December 31, 2022 and 2021, 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

6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, December 31, 2022 and 2021, respectively

Additional Paid in Capital

4 unchanged sentences

( 16,734,471 )

( 3,674,665 )

Total liabilities and stockholders’ deficit

Accompanying Notes to the Consolidated Financial Statements.

the accompanying Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

STATEMENTS of Operations

December 31, 2021

December 31, 2020

Operating Expenses

Selling, general and administrative

Television operations

Amortization of intangible assets

General and administrative

Professional fees

Loss on asset disposals

Goodwill impairment loss

Total operating expenses

Bad debt expense

Long-lived assets impairment

impairment loss

operating expenses

Loss before other expense

3 unchanged sentences

( 5,952,153 )

( 5,260,417 )

Gain on debt extinguishment

Loss from derivative that is not designated in a hedging relationship

Loss from debt derivative

( 10,065,713 )

Write down of investments

Loss from change in value of warrants

Loss from change in

value of warrants

Total non-operating expense

( 5,913,039 )

Loss from continuing operations

( 6,199,399 )

Loss from discontinued operations

Net loss and comprehensive loss

Loss from continuing

( 9,468,403 )

( 10,844,286 )

Net loss per share-Basic and diluted

Average number of shares of common stock outstanding

Accompanying Notes to the Consolidated Financial Statements.

from discontinued operations

( 3,671,407 )

( 3,418,293 )

loss and comprehensive loss

$ ( 13,139,810 )

$ ( 14,262,579 )

loss per share-Basic and diluted

Average number

of shares of common stock outstanding

1,599,829,313

See the accompanying Notes to the Consolidated

Financial Statements.

TECHNOLOGIES INC.

Statements of stockholders’ EQUITY (DEFICIT)

For December 31, 2021

Statements of stockholders’ DEFICIT

For the Year Ended December 31, 2022

Balance, December 31, 2021

1 unchanged sentence

$ ( 15,747,021 )

$ ( 3,674,665 )

Conversion of convertible note into Common Stock

Net loss for the period

( 13,139,810 )

Balance, December 31, 2022

1,599,095,027

$ ( 28,886,831 )

$ ( 16,734,471 )

For the Year Ended December 31, 2021

Balance, December 31, 2020

$ ( 1,484,442 )

$ ( 157,900 )

Cancellation of Series A Preferred

7 unchanged sentences

( 1,092,541 )

Conversion of Series F Preferred to Common

Sale of Preferred G and conversion to Common

Common exchanged for Series H Preferred

Conversion of Series F Preferred into Common Stock

Sale of Series G Preferred and conversion into Common Stock

Common Stock exchanged for Series H Preferred

( 39,895,000 )

7 unchanged sentences

$ ( 3,674,665 )

TECHNOLOGIES INC.

StatementS of stockholders’ DEFICIT

For December 31, 2020

Balance, December 31, 2019

$ ( 574,279 )

$ ( 358,377 )

Conversion of debt at $ 0.01 per share

Issuance of shares for services

Shares issued for license

Conversion of debt at $ 0.005 per share

Equity portion on convertible debt issued

Net loss for the year

Balance, December 31, 2020

$ ( 1,484,442 )

$ ( 157,900 )

Accompanying Notes to the Consolidated Financial Statements.

See the accompanying

Notes to the Consolidated Financial Statements.

TECHNOLOGIES INC.

3 unchanged sentences

Cash flows from operating activities:

Net loss for the period

Net loss from continuing operations for the period

$ ( 9,468,403 )

1 unchanged sentence

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

Amortization of intangible and right-of-use assets

Amortized interest

Foreign exchange on notes payable

Increase in allowance for doubtful accounts receivable

Notes payable issued for services

Loss on disposal of assets

Bad debt expense

Fair value of Warrant issued for services

Loss on disposal of CZJ License

Loss from goodwill impairment

Losses from impairment of long-lived assets and goodwill

Changes in non-cash working capital items:

Accounts receivables

Prepaid expenses

Due from related party

Accounts payable and accrued charges

Accounts payable and accruals

Interest payable

Payment of lease liability

Interest receivable

Net cash used in operating activities

( 2,820,304 )

Cash flows from investing activities:

Purchases of equipment, intangible assets and goodwill

( 2,802,410 )

flows from investing activities:

Purchases of intangible assets

Funds advanced for note receivable

Disposal of assets

Net cash used in investing

( 16,255,010 )

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from convertible notes sold

Proceeds from convertible and promissory notes sold

Proceeds from sales of Series G Preferred Stock

Repayment of convertible note

Fees incurred in debt conversion

Net cash provided by financing activities

Net increase in cash

Cash flows from continuing operations

( 1,068,304 )

Cash flows from discontinued operations:

Net cash provided by (used in) operating activities

( 2,204,652 )

Net cash used in investing activities

( 15,095,950 )

Cash flows from discontinued operations

( 17,300,602 )

Net decrease in cash

Cash, beginning of year

Cash, quarter end

Note 22 Additional cash flow information

Cash, end of year

SUPPLEMENTAL DISCLOSURE

Interest paid

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

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

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

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

The shares were valued at $ 4,225,062

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

Common shares of $ 100 were eliminated on consolidation.

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

shares of Common Stock.

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

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

secured with convertible notes.

of prepaid royalty fees were secured with convertible notes.

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

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

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

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

Accompanying Notes to the Consolidated Financial Statements

TECHNOLOGIES INC.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Nature of Operations

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

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

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

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

In 2021, we generated revenue

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

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

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

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

officers wear daily as bullet proof vests.

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

for $ 250,000 .

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

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

2 Going Concern

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

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

For the year ended December 31, 2021,

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

at December 31, 2021.

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

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

It is management’s

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

the issuance date of this report.

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

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

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

as a going concern.

3 Summary of Significant Accounting Policies

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.

During the year ended December 31,

2021 and 2022, the following transactions did not involve cash:

Demand notes, convertible

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

$ 1,463,936 in operating

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

1,000 shares of Series E Preferred Stock were issued by the Company in exchange 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.

$ 100 of common shares were eliminated upon consolidation.

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.

Convertible notes

and interest with a carrying value of $ 80,004 were converted into 4,000,216 shares of Common Stock.

See the accompanying Notes to the Consolidated Financial Statements

MADISON TECHNOLOGIES INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 1 Nature of Operations

Madison Technologies Inc.

(the “Company”)

was incorporated on June 15, 1998 in the State of Nevada, and our shares of Common Stock are quoted on the Experts Market tier

of the over-the-counter market operated by OTC Markets, Inc.

Madison Technologies Inc.

is seeking to

create, develop and launch BlockchainTV (“BCTV”), the first-to-market 24/7 television broadcast and streaming communications

network designed to bring the most up-to-date Crypto information and entertainment to the masses in the U.S.

and around the world.

During August 2021, our shareholders approved

to amend 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, 2022, we generated no revenues

from continuing operations, incurred a net loss of $ 13,139,810 and had a working capital deficit and an accumulated deficit of

$ 13,860,314 and $ 28,886,831 , respectively, at December 31, 2022.

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.

ability to continue as a going concern is dependent upon management’s ability to raise additional capital as needed from

the sales of stock or debt and further implement our business plan.

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

Use of estimates

The preparation of the consolidated 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

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

period when new information becomes available to management.

Actual results could differ from those estimates.

Consolidation

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

and CZJ License

The accompanying consolidated financial

statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc., SovRryn Holdings Inc

(“Sovryn”) and CZJ License Inc.

Sovryn is consolidated up until December 31, 2022 and recognized as a discontinued

CZJ License Inc.

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

All the intercompany balances and transactions have

been eliminated in the consolidation.

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

were consolidated into

our operation and were designated as discontinued.

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

The management approach considers the internal

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

source for determining our reportable segments.

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

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

We did not report any segment information

since we primarily generates sales from its television stations.

All the intercompany balances and transactions

have been eliminated in the consolidation.

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

were consolidated into our operations and were designated as discontinued.

Segment reporting

Our chief operating decision maker is our

chief executive officer, who reviews information on an aggregated basis.

Reclassifications

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

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

We recognize revenue when we transfer promised

services to the customer.

The performance obligation is the monthly services rendered.

We have one main revenue source which is leasing

of television station channels.

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

to utilize the channel.

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.

performance obligation is the monthly services rendered.

We have one main revenue source which is leasing of television station

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

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

The performance obligation is the monthly services

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

Where there is a leasing contract for

channels, we bill monthly for our services as rendered.

The performance obligation is the monthly services rendered.

At December 31, 2022, we have one main revenue source, which is leasing of television channels.

Where there is a leasing contract

for channels, we bill monthly for our services as rendered.

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

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

the contract with a customer;

the performance obligations in the contract;

the transaction price;

the transaction price to performance obligations in the contract;

revenue as the performance obligation is satisfied.

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

in the future, or refund the amount received.

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;

recognize revenue as the performance obligation is satisfied.

Advances from client deposits are contract

liabilities with customers that represent our obligation to either transfer goods or services in the future, or refund the amount

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

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

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

Management considers the following factors when determining the collectability

of specific customer accounts:

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

customer payment terms.

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

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

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

valuation allowance and a credit to accounts receivable.

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

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

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

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

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

underlying asset not to recognize lease assets and lease liabilities.

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

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

Leases will be classified as either finance or operating,

with classification affecting the pattern of expense recognition.

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

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

Classification for both lessees and lessors will

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

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

with early adoption permitted.

Advances from client deposits

are recognized as revenue as we meet specified performance obligations as detailed in the contract.

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.

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.

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.

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.

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

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

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

They will be amortized over the life

of the license to which it supports.

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

The assets are initially recorded

at cost and depreciated over their estimated useful lives.

development costs

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

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

The development stage can further be classified

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

In short, website development cost for internal

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

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

These capitalized costs will be amortized

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

Internal costs related to the development

of website content will be charged to operations as incurred.

Website development costs related to the customers are charged to cost

of Long-Lived Assets

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

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

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

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

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

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

of the assets exceed the fair value of the assets.

Concentration

of credit risk

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

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

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

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.

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

the assets exceed the fair value of the assets.

Concentration of credit risk

We place our cash and cash equivalents

with a high credit quality financial institution.

We maintain United States Dollars.

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

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

The carrying amounts of such

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

or the underlying terms are consistent with market terms.

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

currency or credit risks arising from these financial instruments.

value measurements

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

Fair value is defined as the price that

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

measurement date.

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

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

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

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

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

All financial instruments

approximate their fair value.

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

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

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

data for substantially the full term of the assets or liabilities

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

would use in pricing the asset or liability.

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

pricing models and discounted cash flow models.

Notes with Fixed Rate Conversion Options

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

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

the time of conversion.

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

We may enter into convertible notes, some

of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be

converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion.

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

We record the convertible

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

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

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

We evaluate all our financial instruments to

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

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

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

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

In the event that the fair value is recorded as a

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

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

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

and promotion costs

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

based compensation

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

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

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

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

For non-employees

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

This standard provides that all stock-based compensation

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

whichever can be most reliably be measured or determinable.

Comprehensive

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

and accumulated balances.

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”.

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.

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.

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

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

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

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

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

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

As of December

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

Additionally, as of December 31, 2021,

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

into 866,192,064 shares of Common Stock.

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, 2022 and 2021,

no options were outstanding and 246,173,016 and 192,573,017 warrants were outstanding and exercisable, respectively.

Additionally,

as of December 31, 2022 and 2021, the outstanding principal balance, including accrued interest of the third-party convertible

debt, totaled $ 22,154,828 and $ 17,365,033 , respectively, and was convertible into 1,148,500,170 and 866,192,064 shares of Common

Stock, respectively.

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

Of the outstanding

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

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

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

The total potentially dilutive shares calculated are

2,724,216,661 .

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

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

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

securities consisted of the following:

of Potentially Dilutive Securities

December 31, 2021

December 30, 2020

Of the outstanding shares

of Preferred Stock as of December 31, 2022 and 2021, as applicable, Series A Preferred Stock was convertible into 318,056,580 shares

of Common Stock.

Series D Preferred Stock was convertible into 155,000,000 shares of Common Stock, Series E-1 Preferred Stock was

convertible into 1,152,500,000 shares of Common Stock and Series H Preferred Stock was convertible into 39,895,000 shares of Common

The total potentially dilutive shares calculated are 3,060,124,766 and 2,724,216,661 as of December 31, 2022 and 2021, respectively.

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

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

As of December 31, 2022, and 2021, potentially dilutive securities

consisted of the following:

Schedule of Potentially Dilutive Securities

Convertible Preferred Stock

1,665,451,580

Convertible debt

1,148,500,170

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

3,060,124,766

2,724,216,661

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.

excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests

is recognized as goodwill.

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

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

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

Any cost or equity method interest that we

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

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

Results of operations of the acquired entity are included

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

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

The ASU sets forth a “current expected

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

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

This replaces the existing incurred loss

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

sheet credit exposures.

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

fiscal years, with early adoption permitted.

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

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

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

Party Transactions

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

Related Party Transactions

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

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

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;

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

that are managed by or under the trusteeship of management;

d) our principal owners;

e) our management;

f) other parties with which we may

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

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

and g) other parties that can significantly

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

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

pursuing its own separate interests.

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

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

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:

The disclosures shall

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

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

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

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

c) the dollar amounts of transactions for each of

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

that used in the preceding period;

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

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

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

Additionally, in

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

effect on an entity’s operations and financial results.

follow the guideline under ASC Topic 740 Income Taxes.

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

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

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

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

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

Valuation allowances are established,

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

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.

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.

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.

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

and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable

to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

Due to the uncertainty regarding our future profitability,

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

Issued Accounting Pronouncements

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

of their effective date.

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

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

The new ASU addresses

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

This amendment

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

Early adoption is permitted.

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.

adoption is permitted.

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

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

on the accompanying consolidated financial statements.

4 Notes Receivable

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

of Notes Receivable

December 31, 2021

December 31, 2020

Secured note – Top Dog Productions Inc.

Convertible note – ZA Group

Convertible note – ZA Group Inc.

Advances in escrow and prepaid expenses

Accrued interest

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

We agreed to lend an aggregate principal sum

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

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

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

Accrued interest

is $ 5,270 at December 31, 2021.

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

for the sale of its wholly owned subsidiary,

CZJ License Inc.

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

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

payable on November 5, 2023.

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

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

at a fixed conversion

price of $ 0.005 per share.

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

5 - Intangible Assets

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

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

The Market Advantage intangible asset is being amortized on a

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

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

$ 4,382 and $ 0 , respectively.

of Intangible Assets

December 31, 2021

Market Advantage

amortization expense of the intangible assets is as follows:

of Future Amortization Expenses of Intangible Assets

For the Years Ending

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

impairment test.

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

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

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

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

As a result of the

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

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

On September 9, 2021, we received 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.

As of December 31, 2022, we advanced $ 527,624 and accrued $ 26,510 in interest receivable.

Based on management’s

assessment of the collectability of the principal and interest, we recognized an allowance for the entire amount and included the

charge in bad debt expense for the year ended December 31, 2022.

On November 15, 2021, we received a $ 250,000

convertible promissory note with ZA Group Inc.

for the sale of our 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

As of December 31, 2022, based on management’s assessments of the collectability of the principal and $ 14,145

in accrued interest receivable and the value of ZA Group, Inc.

common stock, we recognized an allowance for the $ 64,145 principal

and interest and included the charge in bad debt expense for the year ended December 31, 2022.

Note 5 Intangible Assets

Our intangible assets primarily consist

of our domain names and access to a third-party streaming platform for our BCTV business, which are considered indefinite-lived

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

Based on management’s

assessment of the lack of revenue to date and the prospects for future revenues using the intangible assets, we fully impaired

the assets and recognized an impairment charge of $ 197,427 in the year ended December 31, 2022.

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.

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

goodwill impairment assessment, including management assumptions about expected future revenue forecasts and discount rates, changes

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

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

As a result of the significant

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

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

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

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

of Goodwill Asset Purchase

- KNET acquisition

Accumulated Depreciation

Tech Equipment

Office Equipment

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

the period, the following was disposed:

of Disposed of Assets

Technical Equipment

and W05DK Acquisition

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

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

Upon the terms and subject

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

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

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

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

As consideration for

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

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

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

Fee”) and us.

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

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

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

The Bakersfield and San Juan

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

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

and San Juan Asset Purchase Agreement.

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

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

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

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

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

to the WANN-CD low power television station owned by the Atlanta Seller (the “Atlanta Acquired Station”), certain tangible

personal property, certain real property leases, contracts, intangible property, files, claims and prepaid items together with certain

assumed liabilities in connection with the Atlanta Acquired Station (the “WANN Asset Sale Transaction”).

As consideration

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

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

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

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

the assignment of the FCC authorizations pertaining to the Atlanta Acquired Station, from the Atlanta Seller to us (the

“Atlanta FCC Consent”).

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

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

the WANN Asset Purchase Agreement.

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

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

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

Upon the terms and subject to the satisfaction of the

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

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

certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and prepaid items together

with certain assumed liabilities in connection with the San Diego Acquired Station (the “KVSD Asset Sale Transaction”).

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

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

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

Escrow Fee”) and us.

closing of the KVSD Asset Sale Transaction (the “KVSD Closing”) is subject to, among other things, consent by the FCC to

the assignment of the FCC authorizations pertaining to the San Diego Acquired Station, from the San Diego Seller to us (the “San

Diego FCC Consent”).

The KVSD Closing shall occur no more than the three (3) business days following the later to occur of (i)

the date on which the San Diego FCC Consent has been granted and (ii) the other conditions to the KVSD Closing set forth in the KVSD

Asset Purchase Agreement.

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

We are currently re-negotiating the agreement.

8 Right of Use Assets

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

The annual interest rate used was 15 %.

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

of Remaining Right of Use Assets

Tower Lease 1

Tower lease - 2

Tower Lease - 3

Generator Lease

Studio Lease - 1

Studio Lease - 2

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

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

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

of Remaining Lease Liability

Lease obligations, net

Amount representing interest

Remaining lease liability

Less current portion

Non-current lease obligation

Note 7 Accounts Payable and Accrued

Accounts payable and accrued liabilities

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

of Accounts Payable and Accrued Liabilities

as of December 31, 2022 and December 31, 2021 are summarized below:

Schedule of Accounts Payable and Accrued

Accounts payable

Customer deposits

Accrued expenses

Accrued interest

10 Securities Exchange Agreements

Holdings, Inc.

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

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

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

Upon the effectiveness of an amendment to out Articles of Incorporation

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

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

shares of our Common Stock.

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

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

contemplated by the Securities Purchase Agreement.

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

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

The transaction was recorded as an asset purchase and we

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

11 Asset Purchase

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

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

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

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

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

19, 2021 purchase date:

of Asset Acquisitions

ASSETS ACQUIRED

Transmitter equipment

Technical equipment

Antenna systems

Microwave equipment

Total tangible assets acquired

Total liabilities assumed

NET TANGIBLE ASSETS ACQUIRED

INTANGIBLE ASSETS ACQUIRED

Transmitter site leasehold

INTANGIBLE ASSETS ACQUIRED

NET ASSETS ACQUIRED

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

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

Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and

prepaid items together with certain assumed liabilities in connection with the Houston Station.

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

2021 purchase date:

ASSETS ACQUIRED

Transmitter equipment

Technical equipment

Antenna systems

Furniture and equipment

Total tangible assets acquired

Total liabilities assumed

NET TANGIBLE ASSETS ACQUIRED

INTANGIBLE ASSETS ACQUIRED

Transmitter site leasehold

INTANGIBLE ASSETS ACQUIRED

NET ASSETS ACQUIRED

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

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

Station”), certain tangible personal property, certain real property leases, contracts, intangible property, files, claims and

prepaid items together with certain assumed liabilities in connection with the Seattle Station.

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

24, 2021 purchase date:

ASSETS ACQUIRED

Transmitter equipment

Technical equipment

Antenna systems

Microwave equipment

Total tangible assets acquired

Total liabilities assumed

NET TANGIBLE ASSETS ACQUIRED

INTANGIBLE ASSETS ACQUIRED

NET ASSETS ACQUIRED

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

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

As consideration for the W27EB Asset Sale Transaction,

we agreed to pay the Chicago Seller the amended price of $ 6,000,000 in cash, $ 600,000 of which was paid to the Chicago Seller and to

be held in escrow pursuant to the terms of an escrow agreement entered into between and the Chicago Seller, as amended (the “W27EB

Escrow Fee”) and us.

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

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

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

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

As consideration for the KPHE Asset Sale Transaction, we

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

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

(the “KPHE Escrow Fee”).On January

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

We lost our deposits of $ 550,000

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

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

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

Upon the terms and subject to the satisfaction of the conditions

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

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

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

As consideration for the Boise Asset

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

12 Note Payable

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

of Notes Payable

Z4 Management LLC

Pan Consultants

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

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

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

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

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

we issued to the Investors.

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

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

13 Convertible Notes Payable

convertible notes payable as of December 31 are as follows:

of Convertible Notes Payable

Equity Market Advisors

JP Carey Limited Partners LP

Trillium Partners

Sapphire Holloway

Joseph Ivancoe

Apodaca Consulting

Bellis Investments

Edward Johnson

Equity Market Advisors

Gens Incognito Inc.

Levik Capital

Mory and Partners

Oscaleta Partners

Pale Face Holdings

Less current portion

Long-term portion

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

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

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

of $ 15,000,000 (collectively, the “Notes”).

In connection with the issuance of

the Notes, we issued to the Investors Warrants to purchase an aggregate of 192,073,017 shares

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

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

F Preferred Stock”).

The Warrants and Series F Preferred Stock were each valued at

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

this is amortized over the term of the Notes.

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

The Notes accrue interest at a rate

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

Note 8 Derivative Liability

We incur a derivative liability when we

issue warrants in connection with the sale of notes payable.

Management has determined that the daily closing price of our Common

Stock is not a reliable factor for determining the value of the warrants and corresponding derivative liability on the basis that

(i) the average daily volume of our Common Stock traded is approximately $1,000, (ii) for approximately two months during 2022

and as of the date of this Annual Report on form 10-K, our Common Stock is listed on the OTC Expert Market that limits visibility

of our Common Stock to investors, and (iii) the share price is exceptionally volatile in its thinly traded status.

Valuation methods

such at Black-Scholes rely on daily closing prices and their volatility.

As a better representation of value, management is using

a share price of $0.018 per share to determine the derivative liability from the issuance of such warrants, which was the per share

price used in connection with the issuance of 255,555,556 shares of Common Stock issued upon conversion of the Series G Preferred

Stock on November 2, 2021.

For the years ended December 31, 2022 and

2021, our derivative liability was as follows:

Schedule of Derivative Liability

Balance at January 1

Liability for Warrants issued

Balance at December 31

In the years ended December 31, 2022

and 2021, we issued warrants

to purchase up to 53,600,000 and 192,573,016

shares of Common Stock, respectively.

Note 9 Securities Exchange Agreements

SovRyn Holdings, Inc

We entered into a securities exchange agreement

on February 16, 2021 with Sovryn to acquire 100 % of the shares of Sovryn in exchange for (i) Jeffrey Canouse, our CEO at the time,

transferring 100 shares of our Series B Preferred Stock to a designee of Sovryn and (ii) 1,000 shares of Series E Preferred Stock.

Upon the effectiveness of an amendment to our Articles of Incorporation to increase our authorized common stock from 500,000,000

shares to 6,000,000,000 shares, all shares of Series E Preferred Stock issued to the shareholders were exchanged for 1,152,500

shares of our Series E-1 Preferred Stock and 1,091,388,889 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 immediately after such shares were issued.

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.

transaction was recorded as an asset purchase and we recorded goodwill of $ 4,224,962 , which was based on the market value of such

shares exchanged at the date of the transaction.

Note 10 Promissory Notes

On December 28, 2021, we issued a $ 500,000 promissory note that

bears interest at 12 % per annum and matures on March 31, 2023 .

In connection with such issuance, we issued 500,000

warrants that expire on December 31, 2023 and may be converted in shares of our Common Stock on or after June 26, 2022 at a price

of $ 0.025 per share.

We estimate the value such 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.

As of December

31, 2022 and 2021, $ 500,000 in note principal is outstanding.

We have not yet repaid the noteholder and are in default.

On January 14, 2022, we issued an unsecured $ 150,000 note payable

with $ 15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortize over the term

The obligation is subordinate to the Notes we issued to the Investors.

As of December 31, 2022, $ 120,000 in note principal

is outstanding.

We have not yet repaid the noteholder and are in default.

On January 14, 2022, we issued an unsecured $ 150,000 note payable

with $ 15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortized over the

term of the note.

The obligation is subordinate to the Notes we issued to the Investors.

As of December 31, 2022, $ 135,000 in note

principal is outstanding.

We have not yet repaid the noteholder and are in default.

On April 27, 2022, we issued a $ 125,000

unsecured note payable that has a $ 12,500

original issue discount and matures on December

In connection with such issuance, we issued the noteholder a warrant to purchase up to 2,500,000

shares of our Common Stock at $ 0.025

per share that is exercisable starting September 15, 2022 and until April 15, 2024.

We estimate the total value of such

warrants to be $ 45,000 ,

based on a $ 0.018

price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December

31, 2022, $ 125,000

in note principal is outstanding.

We have not yet repaid the noteholder and are in default.

Note 11 Convertible Notes Payable

Our convertible notes payable, all of which

are liabilities as of the years ended December 31, 2022 and 2021, are as follows:

Schedule of Convertible Notes Payable

December 31, 2022

December 31, 2021

Principal outstanding total

Less discount

Principal outstanding, net

total of $ 1,050,000

in subordinated convertible notes that bear interest at 6 %

per annum, mature 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

We have not yet repaid the noteholders and are in default.

On January 6, 2022, we issued to 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 such issuance, we issued the noteholder a warrant to purchase up to 6,250,000 shares of our Common Stock 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 is treated as a debt discount to be amortized over the term of the note.

We have not yet

repaid the noteholder and are in default.

On January 14, 2022, we issued to 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 such issuance, we issued the noteholder a warrant to purchase up to 600,000 shares of our Common Stock 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 treated as a debt discount to be amortized over the term of the note.

we repaid the note.

On February 17, 2022, we issued a $ 50,000

unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection with such issuance, we

issued the noteholder a warrant to purchase up to 1,250,000 shares of our Common Stock at $ 0.02 1 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 treat as a debt discount that we amortized over the term of the note.

In April 2022, we repaid the note.

On February 15, 2022, we issued two $ 137,500

unsecured convertible notes payable bearing an 11.25 % interest rate per annum that mature on February 23, 2023 and have a $ 15,000

original issue discount.

In connection with such issuances, we issued the noteholders warrants to purchase up to 2,500,000 shares

of our Common Stock at $ 0.10 per share that are exercisable at any time until February 11, 2027.

We estimate the total value of

the warrants to be $ 90,000 , based on a $ 0.018 price per share of our Common Stock that we treat as a debt discount and amortize

over the terms of the notes along with the deferred financing fees.

The notes’ principal and interest may be converted into

our Common Stock at $ 0.02 per share.

On October 25, 2022, the noteholder converted $ 67,000 and $ 13,004 of note principal and interest, respectively.

We have not yet repaid the noteholders their outstanding principal and interest and are in default.

On May 5, 2022, we issued a shareholder

a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures on May 5, 2023 .

be converted into shares of our Common Stock at $ 0.02 per share.

In connection with such issuance, we issued the noteholder a warrant

to purchase up to 5,000,000 shares of our Common Stock at $ 0.02 per share.

We have not yet repaid the noteholders and are in default.

On June 24, 2022, we issued a convertible

subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures on May 5, 2023 .

The note may be converted

into shares of our Common Stock at $ 0.02 per share.

In connection with such issuance, we issued the noteholder a warrant to purchase

up to 5,000,000 shares of our Common Stock at $ 0.02 per share.

We have not yet repaid the noteholders and are in default.

On May 5, 2022, we issued an $ 82,500 note

payable that has a $ 7,500 original issue discount, matures on May 5, 2023 and bears interest at 12 % per annum.

In connection with

such issuance, we issued the noteholder a warrant to purchase up to 3,750,000 shares of our Common Stock at $ 0.02 per share that

is exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 67,500 , based on a $ 0.018 price

per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December 31, 2022,

$ 82,500 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On May 5, 2022, we issued a $ 110,000 note

payable that has a $ 10,000 original issue discount and matures on May 5, 2023 and bears interest at 12 % per annum.

In connection

with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $ 0.02 per share

that is exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 90,000 , based on a $ 0.018

price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December 31,

2022, $ 110,000 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On October 14, 2022, we issued a $ 110,000

note payable that has a $ 10,0000 original issue discount and matures on October 14, 2023 and bears interest at 12 % per annum.

connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $ 0.02

per share that is exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 90,000 , based

on a $ 0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

December 31, 2022, $ 110,000 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On December 2, 2022, we issued a $ 220,000 note payable that

has a $ 20,000 original issue discount and matures on October 14, 2023 and bears interest at 12 % per annum.

In connection with such

issuance, we issued the noteholder a warrant to purchase up to 10,000,000 shares of our Common Stock at $ 0.02 per share that is

exercisable upon issuance until May 5, 2029.

We estimate the total value of the warrants to be $ 180,000 , based on a $ 0.018 price

per share of our Common Stock that we treat as a debt discount and amortize over the term of the note.

As of December 31, 2022,

$ 220,000 in note principal is outstanding.

We have not yet repaid the noteholder and are in default.

On September 16, 2022, we issued a $ 55,000 note payable

that has a $ 5,000 original issue discount and matures on September 16, 2023 and bears interest at 12 % per annum.

be converted into shares of our Common Stock at the lesser of $ 0.001 per share or at a 50% discount to the lowest closing price

of our Common Stock within the past twenty days prior to a conversion.

As of December 31, 2022, $ 55,000 in note principal is outstanding.

We have not yet repaid the noteholders and are in default.

On February 17, 2022, we issued 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 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 treat as a debt discount that we amortized over the term of the note.

In April 2022,

we repaid the note.

Note 12 Senior Secured Notes

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”).

The Notes are secured by a blanket lien on all of the Company’s assets and

the shares of our Common Stock and Preferred Stock (the “Pledged Assets”) held by Philip

Falcone, FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust and Korr Value LP (the

“Pledgers”), which shares may be voted by the Investors in the event of default.

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”).

Such 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, 2024, 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 .

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

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

The amendment also waived specified events of default.

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

subject to default event adjustment.

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

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

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

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

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

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

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

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

(with a maximum ownership limit of 9.99%).

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

dividends, stock splits and in connection with our issuance of our Common Stock or common stock equivalents at an effective price per

share lower than the conversion price then in effect.

We may not redeem the Notes.

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

On September 24, 2021, we and the Investor amended the warrant

agreement such that each Warrant is exercisable for a period of five (5) years from the date of issuance at an initial exercise price

equal to $ 0.025 per share, subject to adjustment herein, subject to certain beneficial ownership limitations (with a maximum ownership

limit of 9.99%).

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

recapitalizations.

The Holder may be eligible for cashless exercise.

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

a fully diluted basis upon Common Shareholder Approval.

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

issued on October 11, 2021.

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

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

then issued and outstanding shares of Common Stock.

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

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

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

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

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

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

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

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

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

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

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

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

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

On February 16, 2021,

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

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

On February 16, 2021,

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

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

On February 16, 2021, we

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

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

On February 16, 2021,

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

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

On February 16,

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

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

On February 16,

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

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

On February 16,

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

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

On February 16, 2021,

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

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

a cash payment on February 15, 2021,

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

On February 16, 2021,

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

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

On February 16, 2021,

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

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

On February 16,

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

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

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

On February 16, 2021, we extinguished

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

to 2018, we sold four unsecured convertible demand notes.

On February 16, 2021, we extinguished

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

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

to another investor.

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

of Series D Preferred Stock to the noteholder.

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

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

On February 16, 2021, we

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

Stock to the noteholder.

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

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

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

14 Related Party

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

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

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

ended December 31, 2021.

Zenna is a member of our Board of Directors.

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

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

Falcone is the managing member of GreenRock LLC and is our

Chief Executive Officer.

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

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

Canouse in exchange for transferring his 100 shares of our Series

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

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

shares were valued at $ 1,500 .

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

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

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

FFO1 Irrevocable Trust also holds 461,000 Preferred

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

Lisa Falcone, wife of Mr.

Falcone, is the trustee

of FFO2 Irrevocable Trust and Ms.

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.

31, 2022 and December 31, 2021 accrued and unpaid interest was $ 3,300,000 and $ 453,750 , respectively.

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

Such amendment also waived specified events of default.

The Notes were 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 an event of default adjustment.

Notwithstanding

the foregoing, at any time during the continuance of any event of default, the conversion price in effect equals the alternate

conversion price provided in the Notes.

If at any time the conversion price as determined for any conversion would be less than

the par share value of the Common Stock, then at the sole discretion of the Holder, such conversion price equals such par value

for such conversion and the conversion amount for such conversion may be increased to include Additional Principal (defined as

such additional amount to be added to the principal amount of the 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 thereof to the par value price, subject to certain beneficial ownership limitations (with

a maximum ownership limit of 9.99%).

The conversion price was 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 did not have a right to redeem the Notes.

As part of such purchase agreement

with the Investors, we issued warrants to purchase up to 192,073,017 shares of Common Stock.

On September 24, 2021, we and the

Investors amended the warrants such that each warrant became exercisable for a period of five (5) years from the date of issuance

at an initial exercise price equal to $ 0.025 per share, adjusted to $ 0.020 per share when interest is paid late, 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 Investors could exercise the warrants on

a cashless exercise basis.

The Series F Preferred Stock

has no voting rights and converts into 4.9% of our issued and outstanding shares of our Common Stock on a fully diluted basis upon

the date on which stockholder approval for such issuance is obtained.

The Series F Preferred Stock was subsequently converted and

192,073,017 shares of Common Stock, which were issued on October 11, 2021.

On October 27, 2022, the Agent

for the Investors notified us that certain events of default have occurred and were continuing under the Investor Notes.

21, 2022, we, the Investors and the Agent entered into a Forbearance Agreement, pursuant to which, among other things, we acknowledged

the outstanding principal balances of the Investor Notes, that we have an obligation for interest, including default interest,

fees and expenses in connection with the Investor Notes, that we have no rights of offset, defenses, claims or counterclaims with

respect to our obligations and pursuant to a side letter, dated as of November 21, 2022, we agreed to achieve certain milestones

by the dates as set forth therein.

The Forbearance Agreement expired on December 30, 2022.

As of December 31, 2022 and 2021, the outstanding

liability for our Senior Secured Notes is as follows:

Schedule of senior secured Notes

Less discount

Principal, net of discount

As of December 31, 2022 and 2021,

accrued interest payable on such senior secured Notes is $ 3,300,000

and $ 453,750 , respectively, with

interest accruing at a default rate of 20 %

per annum in 2022 and at 11 %

per annum in 2021.

Note 13 Related Party

We entered into a consulting agreement

with Zenna Consulting Group, Inc.

(“Zenna Consulting”), a corporation affiliated with Warren Zenna, who served as a

Board member at such time, to provide oversight of marketing and communications services.

The agreement commenced March 1, 2021

and ended on July 31, 2021.

We paid Zenna Consulting $ 0 and $ 57,000 fees in the years ended December 31, 2022 and 2021, respectively.

On March 1, 2022, we issued a warrant to Mr.

Zenna to purchase up to 500,000 shares of our Common Stock at $ 0.025 per share at

any time beginning September 1, 2022 and ending September 1, 2026.

We estimate the value such warrant to be approximately $ 9,000 ,

based on the $ 0.018 market price per share of our Common Stock on March 1, 2022.

On April 7, 2021, we issued 1,500,000 shares

of our Common Stock to Mr.

Canouse in exchange for transferring 100 shares of our Series B Preferred Stock to the FFO1 2021 Irrevocable

Trust, an entity controlled by Mr.

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

The shares were valued at $ 1,500 .

Such shares of Series B Preferred Stock provide the holder thereof with voting power equivalent to the number of votes equal to

51% of the total voting power of each class of stock outstanding.

FFO1 2021 Irrevocable Trust also holds 461,000 Preferred Series

E-1 shares and FFO2 2021 Irrevocable Trust holds 461,000 Preferred Series E-1 shares.

Lisa Falcone, the wife of Mr.

the trustee of the FFO2 2021 Irrevocable Trust and Ms.

Falcone has shared voting and dispositive power.

15 Mezzanine Equity

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

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

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

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

A Preferred Stock

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

time of issuance.

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

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

Holders of Series A Preferred Stock have the right to

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

Each share of Series A Preferred Stock may be convertible

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

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

360,000,000 .

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

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

by 50% of that value.

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

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

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

The shares of our Preferred

Stock held by the FFO1 2021 Irrevocable Trust and the FFO2 2021 Irrevocable Trust are included in the Pledged Assets.

Effective January 1, 2022, we entered

into a management consulting agreement with GreenRock LLC, a company controlled by Philip Falcone, for a period of one year ending

December 31, 2022, under which we provided monthly remuneration of $ 35,000 , plus expenses in connection with his duties, responsibilities

and performance as chief executive officer.

In February 2021, our subsidiary, Sovryn Holdings Inc., entered into consulting agreement

with GreenRock LLC to provide us with chief executive officer services.

In the years ended December 31, 2022 and 2021, we paid

GreenRock LLC $ 420,000 and $ 315,000 in fees, respectively.

Falcone is the managing member of GreenRock LLC and is our former

Chief Executive Officer.

We paid GreenRock LLC bonuses of $ 505,972 for the year ended December 31, 2022.

Note 14 Mezzanine Equity

We account for certain of our

Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity .

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

Accordingly, the various Series of our 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

shares of Series A Preferred Stock, subject to a 9.99 % conversion limitation and anti-dilution rights for 24 months from time of

Holders of Series A Preferred Stock are 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 is the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares, and

the denominator is 360,000,000 .

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

of the outstanding shares of Series A Preferred Stock shares.

In exchange, the holders of such shares received one-year option

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

at $ 10 per share for up to 300,000

The option agreement expired without being exercised.

C Preferred Stock

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

Holders of Series C Preferred Stock shall

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

C Preferred Stock.

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

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

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

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

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

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

As at December 31, 2021, no shares

of Series C Preferred Stock are outstanding.

D Preferred Stock

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

by holder by written notice to us.

Series C Preferred Stock

There are 10,000 designated and authorized

shares of Series C Preferred Stock, containing a 9.99 % conversion limitation.

Holders of Series C Preferred Stock are 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 securities deemed junior to such Series C Preferred Stock (“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, 2022, no shares of Series C Preferred

Stock are outstanding.

Series D Preferred Stock

There are 230,000 designated and authorized

shares of Series D Preferred Stock, subject to a 4.99 % conversion limitation, which may be increased to a maximum of 9.99 % by a

holder by written notice to us.

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

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

the Series D are issued.

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

Each share of Series D Preferred

Stock may be converted to 1,000 common shares.

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

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

Series D Preferred shares remain unconverted and outstanding.

E Preferred Stock

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

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

after the date which the Series E are issued.

Series E are ranked as a Senior Preferred Stock.

It has voting rights equal to the number

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

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

To the extent that Series E votes

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

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

or the series as applicable.

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

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

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

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

be entitled by Vote.

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

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

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

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

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

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

thousandths place.

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

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

The Fully-Diluted means the aggregate of (A)

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

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

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

as of such date of exercise, divided by 0.4340.

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

100% of our Common Stock at the time.

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

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

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

As at December 31,

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

E-1 Preferred Stock

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

There is a stated value of $ 0.87 per share.

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

and pari passu to our other Preferred Stock designations..

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

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

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

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

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

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

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

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

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

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

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

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

Holders of Series E-1 shall

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

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

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

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

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

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

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

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

F Preferred Stock

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

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

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

after the date which the Series F are issued.

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

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

It has voting rights

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

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

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

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

which the Series D are issued.

Series D are ranked as pari passu with the Series E Preferred Stock and the Series F Preferred Stock

and as senior to all previously issued series of Preferred Stock and the Common Stock and have no voting rights.

Each share of

Series D Preferred Stock may be converted into 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

shares of 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 pari passu with the Series D Preferred Stock and Series F Preferred Stock and

as senior to all previously issued series of Preferred Stock and the Common Stock.

It has voting rights equal to the number of

shares of Common Stock into which the Series E Preferred Stock 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

extent that holders of shares Series E Preferred Stock voting 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 Preferred Stock, constitutes the approval of such action by both the class or the series as applicable.

To the extent that holders

of shares of Series E Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, voting together as

one class, each share of Series E Preferred Stock entitles 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 Preferred Stock are 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 Preferred Stock are outstanding, we may

not, without the affirmative vote of the holders of all the then outstanding shares of Series E Preferred Stock, (a) alter or change

adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend the Series E certificate of

designations (the “Series E Certificate”), (b) amend our articles of incorporation or other charter documents in any

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

On September 16, 2021, the conversion rate

for each share of Series E Preferred Stock was amended to equal (i)(a) 56.60% multiplied by, (b) the Fully-Diluted shares as of

the Approval Date (each as defined in the Series E Certificate), divided by (ii) the total number of shares of Series E Preferred

Stock, (iii) rounded to the nearest thousandth.

The total number of Fully-Diluted Shares is set as of, and cannot change after

the Approval Date.

Based on the current fully-diluted shares outstanding, this equated to 2,243,888,889 shares of Common Stock.

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 a value of 100% of the per share price of 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

shares of Series E-1 Preferred Stock, which have a stated value of $ 0.87 per share.

Shares of Series E-1 Preferred Stock are pari

passu with the Series D Preferred Stock and Series F Preferred Stock and are senior in dividend rights and liquidation preference

to our Common Stock and all other Common Stock Equivalents.

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

the Series E-1 Preferred Stock 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 Preferred Stock 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 holders

of shares of Series E-1 Preferred Stock voting 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

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

To the extent that holders

of Series E-1 Preferred Stock 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 Preferred Stock entitles 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 Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect

to which they would be entitled by vote.

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

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

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

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

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

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

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

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

thousandths place.

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

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

The Fully-Diluted means

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

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

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

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

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

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

G Preferred Stock

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

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

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

There is a stated value of $ 1,000

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

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

Series G are ranked as a Junior Preferred

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

As long as any shares of Series E-1 Preferred Stock are outstanding, we cannot, without

the affirmative vote of the Holders of all the then outstanding shares of Series E-1 Preferred Stock, (a) alter or change adversely,

the powers, preferences or rights given to the Series E-1 Preferred Stock or alter or amend the Series E-1 certificate of designations

(the “Series E-1 Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that

adversely affects any rights of a 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, 2022, 1,152,500 shares of Series E-1 Preferred Stock remain outstanding.

Each share of Series E-1 Preferred

Stock may be converted into 1,000

shares of Common Stock.

Series F Preferred Stock

There are 1,000 designated and authorized shares of Series F Preferred Stock, which have a stated value

of $ 1.00 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 pari passu with the Series D Preferred Stock and Series F Preferred Stock and senior in dividend rights and liquidation

preference to our Common Stock and all other Common Stock Equivalents.

It has voting rights equal to the number of shares of common

stock into which the Series F Preferred Stock 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 Preferred Stock 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 holders of shares of Series F Preferred Stock voting 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 Preferred Stock constitutes the approval of such action by both the class or the series as applicable.

To the extent that

holders of shares of Series F Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, voting together

as one class, each share of Series F Preferred Stock entitles 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 Preferred Stock are 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 Preferred Stock are outstanding, we cannot,

without the affirmative vote of the holders of all the then outstanding shares of Series F Preferred Stock, (a) alter or change

adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend the Series F certificate of

designations (the “Series F Certificate”), (b) amend our articles of incorporation or other charter documents in any

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

On February 17, 2021, we issued to

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 (each as defined in the Series F Certificate), divided by (ii) the total number of shares of Series F Preferred

Stock, (iii) rounded to the nearest thousandths place.

The total number of Fully-Diluted Shares is set as of, and can not change

after the Approval Date.

Based on the full-diluted shares outstanding, this equated to 192,073,017 shares of Common Stock on the

Approval Date.

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, 2022, no shares of Series

F Preferred Stock are outstanding.

Series G Preferred Stock

On August 20, 2021, the certificate of

designation for the Series G Preferred Stock was amended.

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

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

Series G Preferred Stock has 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 Preferred Stock are issued.

The Series G Preferred Stock is ranked as a as a series of junior Preferred Stock.

It has voting

rights equal to the number of shares of common stock into which the Series G Preferred Stock would be convertible on the record

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

of common stock.

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

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

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

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

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

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

date as of which the Conversion Rate is calculated.

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

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

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

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

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

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

to any of the foregoing.

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

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

thousandths place.

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

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

The Fully-Diluted

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

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

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

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

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

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

To the extent that holders of shares of Series G Preferred Stock voting 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 Preferred Stock constitutes the approval of such action by both the class or the series as applicable.

To the extent that holders of shares of Series G Preferred Stock are entitled to vote on matters with holders of shares of Common

Stock, voting together as one class, each share of Series G Preferred Stock entitles 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 are 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 Preferred Stock are outstanding,

we cannot, without the affirmative vote of the holders of all the then outstanding shares of Series G Preferred Stock, (a) alter

or change adversely the powers, preferences or rights given to the Series G Preferred Stock or alter or amend the Series G certificate

of designations (the “Series G Certificate”), (b) amend our articles of incorporation or other charter documents in

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

On September 16, 2021, the conversion rate

for each share of Series G Preferred Stock was amended to equal (i)(a) 6.45% multiplied by, (b) the Fully-Diluted shares as of

the Approval Date (each as defined in the Series G Certificate, divided by (ii) the total number of shares of Series G Preferred

Stock, (iii) rounded to the nearest thousandths place.

The total number of Fully-Diluted Shares is set as of, and does not change

after the Approval Date.

Based on the current fully-diluted shares outstanding, this equated to 255,555,556 shares of common stock

on the Approval Date.

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 shares Series G Preferred Stock 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 Preferred Stock were converted into 255,555,556

shares of our Common Stock.

At December 31, 2022, no

shares of Series G Preferred Stock are outstanding.

Series H Preferred Stock

On November 5, 2021, we designated 39,895

shares of Series H Preferred Stock, which have a stated value of $ 1.00

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.

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.

Each share of Series H

Preferred Stock may be converted into 1,000 shares of Common Stock, 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 shares of Common Stock held by the Investors were exchanged for

39,895 shares of our Series H Preferred Stock and we cancelled the 39,895,000

We valued the 39,895,000

shares and 39,895

shares of Series H Preferred Stock at $ 3,989,500 .

At December 31, 2022, 39,895

no shares of Series G Preferred Stock are outstanding.

H Preferred Stock

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

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

after the date which the Series H are issued.

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

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

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

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

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

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

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

Stock remain outstanding.

16 Shareholders’ Equity

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

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

B Preferred Stock

are 100 designated and authorized Series B Preferred Stock.

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

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

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

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

Such provision grants the holder of Series B

Preferred Stock majority control of us, unless otherwise canceled.

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

The Series B Preferred Stock was valued at

par at $ 0.001 .

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

nor conversion feature.

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

February 17, 2021, the 100 Series B Preferred Stock were transferred from Mr.

Canouse (our former director and CEO), to FFO1 Irrevocable

Trust, a company Mr.

shares of Series H Preferred Stock remain outstanding.

Note 15 Shareholders’ Equity

Preferred Stock

As of December 31, 2022 and 2021, we are

authorized to issue 50,000,000 shares of 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

shares of 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 voting power of each class of stock outstanding.

Holders of shares of Series B Preferred are entitled to such

51% voting rights regardless of the number of voting shares issued by the company at any time.

On July 17, 2020, 100 Series B Preferred

Stock were issued to acquire the Casa Zeta-Jones Brand License Agreement (the “License Agreement”) from Luxurie Legs,

LLC, a limited liability company organized pursuant to the laws of the State of Delaware (“LUXURIE”), pursuant to which,

at the effective time, LUXURIE transferred all of its right, title and interest in the License Agreement to Madison in exchange

for a controlling interest in Madison represented by newly issued preferred stock.

Although the Series B Preferred Stock is entitled

to 51% voting rights as described above, the stock has no dividend rate nor conversion feature.

On February 17, 2021, the 100 shares Series

B Preferred Stock were transferred from Mr.

Canouse (our former director and CEO), to the FFO1 2021 Irrevocable Trust, a company

Falcone (our director and CEO) is the trustee and has the voting and dispositive power.

December 31, 2021 and 2020, there were 100 and 100 Series B Preferred shares outstanding, respectively.

August 14, 2021, our shareholders approved an increase in authorized Common Stock to 6,000,000,000 from 1,000,000,000 , which became effective

the same day.

As of December 31, 2021 and 2020 there were 1,599,095,027 , and 23,472,565 , shares outstanding, respectively.

following Common Stock transactions occurred during the year ended December 31, 2021:

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.

The 100 shares of Series B Preferred

are included in the Pledged Assets.

At December 31, 2022 and 2021, there were

100 and 100 Series B Preferred shares outstanding, respectively.

On October 25, 2022, we issued 4,000,216

shares of Common Stock to a Series 3 note holder in conversion of $ 80,004 of note principal and interest.

On August 14, 2021, our shareholders approved

an increase in the authorized number of Common Stock to 6,000,000,000 , from 500,000,000 , which became effective the same day.

of December 31, 2022 and 2021, there were 1,603,095,243 shares outstanding, respectively.

The following Common Stock transactions

occurred during the year ended December 31, 2021.

No issuances of Common Stock occurred in 2022:

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 the FFO1 2021

Irrevocable Trust, which Mr.

Falcone is the trustee and has the voting and dispositive power.

The shares were valued at $ 1,500 .

October 11, 2021, we issued 1,091,388,889 shares of our Common Stock to Preferred Series E-1 holders in accordance to the Exchange Agreement.

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

November 2, 2021, the Preferred Series G holders converted their 4,600 shares into 255,555,556 shares of Common Stock.

November 11, 2021, 39,895,000 common shares were cancelled and returned to treasury in exchange for 39,895 Preferred Series H shares.

November 24, 2021, a holder with 75,000 Preferred Series D shares converted into 75,000,000 shares of Common Stock.

following Common Stock transactions occurred during the year ended December 31, 2020:

July 23, 2020, we issued 1,785,000 shares of Common Stock pursuant to the conversion of a note payable of $ 16,900 at $ 0.01 per share

plus legal fees of $ 950 , totaling $ 17,850 .

October 28, 2020, we issued 1,900,000 shares of Common Stock pursuant to the conversion of a note payable of $ 9,500 at $ 0.005 per share.

November 2, 2020, we issued 1,730,000 shares of Common Stock pursuant the conversion of a note payable of $ 17,300 at $ 0.01 per share.

February 17, 2021, we issued 192,073,017 Warrants to Arena Investors that are exercisable for a five-year period from the date of issuance

and, based on an amendment made on September 24, 2021, the Warrants may be converted into our Common Stock at $0.025 per share, subject

On October 11, 2021, we issued 1,091,388,889

shares of our Common Stock to holders of Series E-1 Preferred Stock in accordance with the Exchange Agreement.

On October 11, 2021, holders of Series

F Preferred Stock converted their 1,000 shares into 192,073,017 shares of our Common Stock.

On November 2, 2021, holders of Series

G Preferred Stock converted their 4,600 shares into 255,555,556 shares of Common Stock.

On November 11, 2021, 39,895,000 shares

of Common Stock were cancelled and returned to treasury in exchange for 39,895 shares of Series H Preferred Stock.

On November 24, 2021, a holder with 75,000

shares of Series D Preferred Stock converted such shares into 75,000,000 shares of Common Stock.

On February 17, 2021, we issued warrants

to purchase up to 192,073,017 shares of Common Stock to Arena that are exercisable for a five-year period from the date of issuance

and, based on an amendment made on September 24, 2021, such warrants may be converted into Common Stock at $0.02 per share, subject

to a maximum ownership limit of 9.99%.

1 unchanged sentence

and other events.

We valued the Warrants at $ 864,000 based on a value of $ 0.0045 per share for our Common Stock at the time.

December 28, 2021, we entered into a promissory note payable and provided 500,000 Warrants.

Each Warrant is exercisable at $ 0.025 per

We valued such 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 issued a promissory

note payable and issued warrants to purchase up to 500,000 shares of Common Stock.

Each such warrant is exercisable at $ 0.025 per

share and expires on December 31, 2023.

We valued the Warrants at $ 9,000 based on a value of $ 0.018 per share for our Common Stock at

Warrants issued are loan incentives.

The value was allocated to the warrants based on fair value on the date of the grant as determined

using the Black-Scholes option pricing model.

At December 31, 2021, the Warrant transactions are summarized below:

the years ended December 31, 2021 and 2020, a summary of our warrant activity is as follows:

Schedule of Warrants Activity

We valued such warrants at $ 9,000 based on a value of $ 0.018 per share for our Common Stock

Such 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, 2022 and 2021, the Warrant transactions are summarized below:

Number of Warrants

3 unchanged sentences

Aggregate Intrinsic Value

Outstanding and exercisable at January 1, 2020

Outstanding and exercisable at December 31, 2020

Issued February 17, 2021

Issued December 28, 2021

Outstanding and exercisable at December 31, 2021

17 Discontinued Operations

February 16, 2021, we cancelled all the Series A Preferred Stock shares and offered their holders option agreements to purchase up to

300,000 shares of CZJ License, Inc., our wholly owned subsidiary at the time, at an option price of $ 10 per share.

The option agreements

are exercisable for a period of one year from the date of issuance and were not exercised.

November 15, 2021, we entered into a Purchase and Sale agreement with ZA Group Inc.

For the year ended December 31, 2022, a

summary of our warrant activity is as follows:

Average Grant-

Date Fair Value

Outstanding and exercisable at January 1, 2022

Outstanding and exercisable at December 31, 2022

Note 16 Discontinued Operations

In the fourth quarter of 2022, management

at that time determined that Sovryn’s television broadcast business was not an efficient use of our resources to develop

and launch BCTV, our core business, and management sought to exit Sovryn’s business and pay down Madison’s senior

debt associated with acquiring Sovryn’s assets and creating its business.

As a result, Sovryn is recognized as a discontinued

operation in the accompanying financial statements.

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

classified for comparative purposes.

The following is a summary of Sovryn for the years ended December 31, 2022 and 2021:

Schedule of Previous Year Assets Liabilities and Expenses

December 31, 2022

December 31, 2021

Current assets

Property, equipment and right-of-use assets

Intangible assets

Accounts payable and accrued liabilities

Lease liability obligations

Total Liabilities

Selling, general and administrative

Television operation

Professional fees

Interest expense

Loss on asset disposals

Impairment loss

Loss from discontinued operations

$ (3,671,408 )

$ (3,418,293 )

On February 16, 2021, we cancelled all

of the outstanding shares of Series A Preferred Stock 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.

the ZA Group Inc.

At the closing of such transaction, ZA Group

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 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

1 unchanged sentence

limitation of not more than 4.99% of the outstanding shares of common stock of ZA Group Inc.

November 15, 2021, CZJ License Inc.’s accounts were eliminated from the consolidated financial statements.

All expenses incurred

by CZJ License Inc.

up to November 15, 2021 have been disclosed as discontinued operations.

The previous year’s assets, liabilities

and expenses have been similarly classified for comparative purposes.

of Previous Year Assets Liabilities and Expenses

Prepaid Expenses

Intangible Assets - License

Accounts Payable & Accrued

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

December 31, 2021

Selling, general and administrative

Professional fees

18 Commitments

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

(“PDS”) a New York corporation,

to acquire 51 % of the shares of PDS and issue 10,000 shares of Series C Preferred Stock.

PDS failed to provide the information required

to close the transaction within the allotted timeframe and as a result, we wrote off $ 165,000 in cash advances paid to PDS and terminated

the transaction.

September 28, 2020, we entered into a one-year renewable employment agreement with Mr.

Canouse, our Chief Executive Officer at the time.

In the years ended December 31, 2021 and 2020, Mr.

Canouse earned $ 49,200 and $ 34,000 , respectively.

Canouse resigned on July 1,

September 29, 2020, we entered into a one-year renewable employment agreement with Walter Hoelzel, our Chief Marketing Officer at the

In the years ended December 31, 2021 and 2020, Mr.

Canouse earned $ 55,000 and $ 25,000 , respectively.

Our obligations under the

agreement with Mr.

Hoelzel terminated on November 15, 2021with the disposition of CZJ License Inc.

September 29, 2020, we entered into a one-year renewable employment agreement with Stuart Sher, our Chief Creative Officer at the time.

In the years ended December 31, 2021 and 2020, Mr.

Canouse earned $ 55,000 and $ 25,000 , respectively.

Our obligations under the agreement

Sher terminated on November 15, 2021with the disposition of CZJ License Inc.

November 15, 2021, in connection with the disposition of CZJ License Inc,, we terminated other consulting agreements with third parties

and had no obligations for the agreements as of December 31, 2021.

February 17, 2021, we sold the Investors $ 16,500,000 of Notes and we entered into a Security Agreement and a Guaranty Agreement with

the Investors that secure the Notes with liens on all of our tangible and intangible assets.

October 20, 2021we entered into a Stock Acquisition Agreement with Top Dog Productions Inc., Jay Blumefield and Anthony Marsh whereby

we will acquire all of the shares of Top Dog Productions Inc., and in exchange, we will pay the purchase price of $ 10,000,000 in shares

of our Common Stock.

The number of shares of Common Stock to be issued will be subject to a “collar”, with a minimum number

of 16,666,667 shares in the event that the closing bid and ask price before the Closing for our is $0.60 or greater, and a maximum number

of 25,000,000 shares in the event that the closing bid and ask price before the Closing for our stock is $0.40 or less, with ratable

adjustments for a Closing Price between $0.40 and $0.60 .

The Closing is subject to receipt of audited and other financial statements

of Top Dog Productions, other deliverables, and terms and conditions.

This agreement is also subject to standard termination provisions

including if the Closing had not occurred within 60 days of the execution of the Agreement.

As at December 31, 2021, the agreement has

October 25, 2021, we entered into an asset purchase agreement with Mako Communications, LLC, a Texas Limited Liability company to acquire

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

stations construction permits for the Bakersfield and San Juan.

As consideration for the Bakersfield and San Juan Asset Sale Transaction,

we agreed to pay $ 115,000 in cash, $ 10,000 of which was paid in escrow pursuant to the terms of an escrow agreement we entered into with

Mako Communications LLC.

November 3, 2021, we entered into an asset purchase agreement with Prism Broadcasting Network Inc, a Georgia corporation to acquire the

licenses and Federal Communications Commission (“FCC”) authorizations to the WANN-CD low power television station.

As consideration

for the WANN Asset Sale Transaction, we agreed to pay $ 5,250,000 in cash, $ 200,000 of which was paid to in escrow pursuant to the terms

of an escrow agreement we entered into with Prism Broadcasting Network Inc.

19 Income Taxes

tax recovery differs from that which would be expected from applying the effective tax rates to the net income (loss) as follows:

Loss from discontinued operations

Note 18 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

10 unchanged sentences

Income tax expense and income tax liability

at December 31, 2021 the tax effect of the temporary timing differences that give rise to significant components of deferred income tax

asset are noted below.

A valuation allowance has been recorded as management believes it is more likely than not that the deferred income

tax asset will not be realized.

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.

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

3 unchanged sentences

( 2,759,360 )

( 2,995,142 )

Deferred taxes recognized

losses of approximately $ 14 million will expire in 2040

20 Subsequent Events

January 1, 2022, we entered into a management consulting agreements with GreenRock LLC for a period of one year ending December 31, 2022

and provide monthly remuneration of $ 35,000 , plus expenses in connection with his duties, responsibilities and performance.

to the year ended December 31, 2021, our CEO and Director paid back all the $ 709,259 owing at December 31, 2021.

As of the date of this

report, we advanced additional funds to the CEO and received partial repayments.

Board of Directors and majority stockholder approved the decision to not move forward with a reverse stock split ratio of 25 to 1 share,

and approved a reverse stock split ratio from 10 to 1 share, which is currently subject to regulatory approval.

January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Mr.

Falcone, for a period

of one year ending December 31, 2022, under which we provide monthly remuneration of $ 35,000 , plus reasonable expenses in connection

with his duties, responsibilities and performance.

March 1, 2022, we granted a Warrant to Mr.

Zenna, our Director, to purchase up to 500,000 shares of our Common Stock at $ 0.025 per share,

on a cashless exercise basis, at any time beginning September 1, 2022 and ending September 1, 2026.

We estimate the value the Warrant

to be approximately $ 20,000 , based on the $ 0.06 market price per share of our Common Stock on March 1, 2022..

issued an aggregate of $ 300,000 notes payable with $ 30,000 fees to be treated as debt discounts amortized over the term of the note,

that were due on April 5, 2022, and which were re-paid in full as of the date of this report.

January 2022, we sold one of our shareholders a $ 25,000 unsecured note payable that bears interest at 12 % per annum and matures on April

In connection with the note sale, we issued the noteholder a Warrant to purchase 600,000 shares of our Common Stock, on a cashless

exercise basis, at $ 0.021 per share at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the Warrant to

be $ 10,800 , based on a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized over the

term of the note.

In May 2022, we repaid the note.

January 2022, we sold one of our shareholders a $ 250,000 unsecured note payable that bears interest at 12 % per annum and matures on April

In connection with the note sale, we issued the noteholder a Warrant to purchase 6,250,000 shares of our Common Stock, on a

cashless exercise basis, at $ 0.021 per share at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the

Warrant to be $ 112,500 , based on a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized

over the term of the note.

We have not yet repaid the noteholder.

February 2022, we sold a $ 50,000 unsecured note payable that bears interest at 12 % per annum and matures on April 6, 2022 .

In connection

with the note sale, we issued the noteholder a Warrant to purchase 1,250,000 shares of our Common Stock, on a cashless exercise basis,

at $ 0.021 per share at any time starting July 1, 2022 and ending July 1, 2024.

We estimate the value of the Warrant to be $ 22,500 , based

on a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized over the term of the note.

In April 2022, we repaid the note.

February 2022, we issued two unsecured convertible notes payable having $ 275,000 in aggregate principal due on February 23, 2023 , bearing

a 11.25 % interest rate per annum along with Warrants to purchase 2,500,000 shares of our Common Stock at $ 0.10 per share, on a cashless

exercise basis, that are exercisable at any time until February 11, 2027.

We estimate the value of the Warrant to be $ 45,000 , based on

a $ 0.018 price per share of our Common Stock, that we will be treat as a debt discount to be amortized over the term of the notes.

notes’ principal and interest may be converted into our Common Stock at $ 0.02 per share.

February 2022, we entered into a consulting agreement to establish, launch, manage, operate and produce a 24/7 broadcast network devoted

to cryptocurrency, NFT, Web3 and blockchain technology.

In consideration for the wide range and scope of work, we agreed to pay the consultant

a fee in the aggregate of $ 600,000 which shall be payable as follows:

upon the execution of the agreement (paid)

in the second month (paid)

in the third month(paid)

upon the launch of the network

January 2022, we entered into a six-month consulting agreement with a third party to provide strategic and business services relating

to the blockchain project that we amended in February 2022.

The first two months are payable at $ 25,000 per month and the remaining four

months are payable at $ 10,000 per month.

We have paid $ 25,000 to date.

February 2022, we entered into a consulting agreement with a third party to provide corporate marketing strategy, creation and development

of content for distribution, market development, communications, products and growth.

The agreement ends the earlier of June 30, 2022

or when an executed Employment Agreement is signed with us.

Upon execution of the consulting agreement, we paid the consultant $ 100,000

and we are obligated to pay a service fee $ 30,000 per month for March through June.

As part of the arrangement, we granted the consultant

a Warrant to acquire up to 160,000,000 shares of our Common Stock at an exercise price of $ 0.025 per share, of which 40,000,000 shares

may be purchased immediately and the remaining 120,000,000 shares will vest pro rata on a monthly basis over the periods from March 1,

2022 through August 31, 2023 (with accelerated vesting if we terminate the agreement for other than cause.

All unvested warrants are

forfeited if the Agreement is not extended or replaced by June 30, 2022.

As of the date of this report, we paid $ 160,000 and we are in

discussions to extend the consulting agreement and Warrants.

January 12, 2022, we entered into a consulting agreement with EF Hutton as a lead underwriter.

The agreement is for one year and we may

terminate the agreement on or after 270 th day with 30-days written notice.

EF Hutton may terminate the agreement on or after

120 days from execution of the agreement.

EF Hutton agrees to provide underwriting the sale of up to $ 20 million of securities.

we grant EF Hutton an option to acquire up to 15% of the total number of securities we offer , provide an underwriting discount of 7%

of the total gross proceeds, provide warrants equal to 5% of the aggregate number of shares of Common Stock sold in the offering, warrants

to be exercisable at any time in whole or in part for 4 ½ years commencing 6 months from the effective date of offering at a price

per share equal to 100% of the public offering price per security.

EF Hutton may also provide advisory services for a cash fee of 7%

of capital raised for equity placements, 6% for debt placements, closing warrants equal to 3% of aggregate proceeds sold in offering

with the warrants to expire in 5 years.

We agree to pay expenses for marketing, promotional materials and other costs associated with

March 2022, we entered into a six-month service agreement for press releases, campaigns and social media advertisings.

The service fee

is $ 30,000 per month plus expenses.

The agreement may not be terminated during the initial six months and we must provide no less than

30-day prior written notice to the termination.

Either party may immediately terminate the agreement if the other party is in breach

of any of the provisions and if the breach is not remedied within 21 days of delivery of written notice of such regard.

Failure to pay

any instalment of consideration in accordance to the proposal shall be considered breach of the agreement.

April 2022, we sold unsecured convertible subordinate notes totaling $ 275,000 that accrue interest at 6 % per annum and mature on December

The loans may be converted into shares of our Common Stock at $ 0.021 per share, subject to a beneficial ownership limitation

In connection with one of the notes sold, we issued the noteholder a Warrant to purchase up to 2,500,000 shares of our Common

Stock at $ 0.025 per share starting September 15, 2022 and ending April 15, 2024.

May 2022, we sold a shareholder a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures in

The loan may be converted into shares of our Common Stock at $ 0.02 per share.

In connection with the note sale, we issued the

noteholder a Warrant to purchase 5,000,000 shares of our Common Stock at $ 0.02 per share

June 2022, we sold a convertible subordinate note totaling $ 110,000 that accrues interest at 12 % per annum and matures in May 2023.

loan may be converted into shares of our Common Stock at $ 0.02 per share.

In connection with the note sale, we issued the noteholder

a Warrant to purchase 5,000,000 shares of our Common Stock at $ 0.02 per share.

have not yet made the $ 0.4 million interest payments on the Notes held by Arena Partners LC that were due on April 1, 2022 and July 1,

2022, and as a result, under the Note terms, the interest rate is 20.0 % per annum.

We are currently in discussions with Arena Capital

LP on a plan of forbearance;

however, there is no assurance that we will be successful in completion of a plan, which may disrupt our

operations and result in a restructuring of obligations.

Madison Technologies Inc.

Form 10-K - 2021

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

are no disagreements with our accountants on accounting and financial disclosure.

Our Independent Registered Public Accounting Firm since

March 28, 2022, is BF Borgers CPA PC (“BFB”), 5400 W Cedar Ave, Lakewood, CO 80226.

January 31, 2009 to March 27, 2022, our Independent Registered Public Accounting Firm was K.

Margetson Ltd, Chartered Professional

Accountant (“KRM”), 331 East 5 th Street, North Vancouver, BC V7L 1M1, Canada.

Our Board of Directors dismissed

KRM on March 28, 2022.

During the fiscal years ended December 31, 2020 and December 31, 2019, respectively,

and the subsequent interim period through February 11, 2022, there were no disagreements between KRM and us on any matter of accounting

principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction

of KRM, would have caused KRM to make reference to the subject matter of the disagreement in their reports on our consolidated financial

statements for such years.

Tax losses of approximately $ 25 million

will expire in 2039 and 2040.

Note 19 Subsequent Events

On January 10, 2023, we issued two unsecured

convertible subordinate notes totaling $ 220,000 that accrue interest at 12 % per annum and mature in January 10, 2024

and have a $ 20,000 total original issue discount.

The notes may be converted into shares of our Common Stock at $ 0.02 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 40,000,000 shares of our Common Stock at $ 0.02 per share starting January 10, 2023 and

ending January 10, 2030.

On January 28, 2023, the agent (the “Agent”)

for the Investors delivered a notice to us (the “Acceleration Notice”) stating that the Agent and the Investors (a)

elected to cause the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other

amounts owing in respect thereof, to become immediately due and payable in cash, (b) intended to commence legal action to collect

any or all of the amounts due under the Notes, and (c) sought the appointment of a receiver or trustee as a means of realizing

proceeds on their collateral.

On February 1, 2023, we entered into a

Partial Strict Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our Federal Communications

Commission licenses and other broadcast television assets to a third party entity controlled by the Investors.

In consideration

therefor, the Investors agreed to reduce the indebtedness under the Notes by $ 11,600,000 .

On February 3, 2023, we entered into a

securities purchase agreement with a third party lender pursuant to which we borrowed $88,760 and issued a promissory note that

accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023.

On September 21, 2023, the Agent for the

Investors delivered a notice to us that the Agent has exercised the Investors’ rights to vote the Pledged Interests and to

exercise the Pledgees’ rights, powers and privileges, to pass certain resolutions and to amend our bylaws then in effect

to, among other things, (i) remove the board of directors of the Company (the “Board of Directors”) and all officers

of the Company, and (ii) reduce the number of the Board of Directors from three to one director.

As a result of the Agent delivering

such notice and exercising its rights to vote the Pledged Interests, a change of control of the Company occurred.

On the two-year anniversary of the October

11, 2021 issuance of the Series E-1 shares, the shares were to be automatically converted into 1,152,500,000 shares of our Common

Stock, however we did not process the conversion and have not to date.

On November 6, 2023, the shareholders of

the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board

of directors.

Amon removed all Company officers and appointed himself as the Company’s President, Secretary, Treasurer,

Chief Executive Officer, Chief Financial Officer, Principal Executive Officer and Principal Accounting Officer.

On November 10, 2023, Philip Falcone,

individually and on behalf of Madison and other named defendants, filed a Confession of Judgment affirming that a promissory note

(the “Z4 Note”) had been issued by the Company, dated December 28, 2021, by Z4 MGMT LLC (“Z4”), which

was guaranteed by each of FFO1 and FFO2.

The Z4 Note was initially payable on February 15, 2022, and had an original principal

balance of $500,000 with an interest rate of 12% per annum.

The Z4 Note’s expiration date was extended to July 5, 2022,

then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued,

totaled $581,304.

On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and requesting a judgment

in the amount of $581,304 against the Company, FFO1, FFO2, and Philip Falcone personally, in favor of Z4.

On December 5, 2023,

a judgement in favor Z4 Management in the sum of $581,304 was rendered against us, Philip Falcone, FFO1 and FFO2.

we are default on all of promissory and convertible notes payable (See Notes 11 and 12), which have $ 3.5 million in aggregate

principal outstanding plus accrued interest, penalties and fees.

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, 5400 W Cedar Ave, Lakewood, CO 80226.

From January 31, 2009 to March 27, 2022,

our independent registered public accounting firm was K.

Margetson Ltd, Chartered Professional Accountant (“KRM”),

331 East 5 th Street, North Vancouver, BC V7L 1M1, Canada.

Our Board of Directors dismissed KRM on March 28, 2022.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data