What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-08-22 compared with 2024-01-25 · 187 added, 274 removed, 30 unchanged (94% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

THE FOLLOWING PRESENTATION OF OUR PLAN

OF OPERATION OF SHOULD BE READ IN CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

INCLUDED HEREIN.

On January 28, 2023, the Agent for the

Investors delivered a notice to us (the “Acceleration Notice”) stating that the Agent and Investors (a) elected to

hereby cause the outstanding principal amount of the Investor 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 Investor 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 the

Partial Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our FCC 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 a $11,600,000.

On September 21, 2023, the Agent delivered

a notice to us that the Agent 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 and all Company officers, and (ii) reduce the number of the Board of Directors from three directors to one

As a result of the Agent sending such notice and exercising its rights to vote the Pledged Interests, a Change of Control

addition to the defaults described above, as of the date of this Annual Report, and since the last day of the year ended December

31, 2022, we are in default under a certain loans payable for failure to pay principal and accrued interest on such loans, with

an aggregate of approximately $3.5 million and $3.0 million of principal, accrued interest and late fees, as of such date and

as of December 31, 2022, respectively.

As a result of the Change of Control, we intend to strategize with the holders of such

notes to extend, modify or otherwise revisit the terms of such indebtedness in order to resolve such outstanding defaults.

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 our officers and was appointed as the Company’s President, Secretary, Treasurer, Chief

Executive Officer, Chief Financial Officer and Principal Accounting Officer.

FOLLOWING PRESENTATION OF OUR PLAN OF OPERATION OF SHOULD BE READ IN CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

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 our officers and was appointed as the Company’s

President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

OF OPERATIONS

Our consolidated financial statements included

herein have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating

to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to

continue in operation.

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

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

Years Ended December 31, 2022 and December

consolidated financial statements included herein have been prepared assuming that we will continue as a going concern and, accordingly,

do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might

be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term

operating requirements.

We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Ended December 31, 2023 and December 31, 2022

and administrative expenses

General and administrative expenses increased

General and administrative expenses decreased

to $426,757 for the year ended December 31, 2023, from $719,618 for the year ended December 31, 2022.

The increase was primarily

the result of recruiting and hiring employees and outside talent to develop BCTV content and distribution arrangements.

Professional Fees

Professional fees increased to $1,910,039

The decrease was primarily

because of winding down operating activities due to a lack of funds.

Professional fees decreased to $140,434

for the year ended December 31, 2023, from $1,919,179 for the year ended December 31, 2022.

The increase was primarily the result

of an increase in the consulting, legal and accounting expense associated with regulatory filings for the SEC, developing the business

and fundraising efforts.

Goodwill Impairment Loss

Our goodwill impairment loss was $0 and

$4,224,962 for the years ended December 31, 2022 and 2021, respectively.

Due to a sustained decline in the market capitalization

of our Common Stock during the fourth quarter of 2021, we performed an interim goodwill impairment test.

Management considered

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

assessment, including management’s assumptions about expected future revenue forecasts and discount rates, changes in the

overall economy, trends in the stock price, estimated control premiums, 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 our 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.

The decrease was primarily as a result

of winding down operating activities due to a lack of funds.

Bad Debt Expense

Bad debt expense decreased to $Nil for the

year ended December 31, 2023 from $818,279 for the year ended December 31, 2022.

We transferred all accounts receivable to the

Investors on February 1, 2023 and did not incur any bad debt expense in January 2023.

In 2022, we wrote off $818,279 notes receivable

primarily from Top Dog Productions Inc.

and ZA Group Inc.

as uncollectible and incurred bad debt expense.

Loss from Impairment of Long-Lived Assets

Our loss from impairment of long-lived

assets was $197,427 and $0 for the years ended December 31, 2022 and 2021, respectively.

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.

Interest Expense

Interest expense increased to $5,952,153

for the year ended December 31, 2022, from $5,260,417 for the year ended December 31, 2021.

The increase resulted primarily from

accruing default interest on the $16,500,000 of principal amount of Notes issued to the Investors starting on January 1, 2022.

Gain on Debt Extinguishment

Our gain on debt extinguishment was $0

for the year ended December 31, 2022, as compared to $9,126,294 for the year ended December 31, 2021.

In 2021, we recognized a

non-cash net gain when we amended the conversion price of the Notes held by the Investors and when we extinguished outstanding

notes payable by issuing shares of our Series D Preferred Stock.

Gain from Derivative That is not Designated

in a Hedging Relationship

Our gain from derivative that is not designated

in a hedging relationship was $0 and $10,065,713 for the years ended December 31, 2022 and 2021, respectively.

Our loss from impairment of long-lived assets was $Nil and $197,427 for the years ended December 31,

2023 and 2022, respectively.

In 2022, our intangible assets primarily consisted 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.

Amortization expense and interest expense

decreased to $4,724,398 for the year ended December 31, 2023, from $5,612,597 for the year ended December 31, 2022.

resulted primarily from the $9,159,907 reduction in principal on the senior secured notes on February 1, 2023 pursuant to an agreement

with the lender to transfer ownership of Sovryn’s net assets to the lender.

Discontinued Operations

Our loss from discontinued operations was

$3,671,407 and $3,418,293 for the years ended December 31, 2022 and 2021, respectively.

Effective February 1, 2023, we entered

into the Partial Foreclosure Agreement with the Investors, pursuant to which we transferred our ownership of the assets associated

with the broadcast television business of Sovryn, then our subsidiary, in consideration for a $11,600,000 reduction in the indebtedness

due under the Investor Notes.

As a result, the revenues, expenses, assets and liabilities of Sovryn are included as discontinued

operations for the years ended December 31, 2022.

Included in the loss from discontinued operations for the year ended December

31, 2022 is a $1,144,491 loss from impairment of our long-lived assets.

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

and designated its operations as discontinued.

Net loss decreased to $13,139,810 for

the year ended December 31, 2022, from $14,262,579 for the year ended December 31, 2021.

The decrease was primarily the result

of a one-time $4,224,962 goodwill impairment loss in 2021 that was partial offset by a $1,144,941 loss from impairment of long-lived

assets from discontinued operations and a $197,427 loss from impairment of long-lived assets from continuing operations.

on a basic and diluted basis of $0.008 per share for the year ended December 31, 2022, based on 1,599,829,313 weighted average

shares outstanding, as compared to a net loss of $0.04 per share for the year ended December 31, 2021, based on 352,843,639 weighted

average shares outstanding.

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

shares to the Investors on October 11, 2021 in connection with the Notes we issued, the 1,091,388,889 shares we issued on October

11, 2021 to holders of shares of Series E-1 Preferred Stock pursuant to an exchange agreement and the 255,555,556 shares we issued

on November 2, 2021 in exchange for shares of our Preferred Series Stock, which were outstanding for all of 2022.

$9,709 for the year ended December 31, 2023 as compared to a loss of $3,681,408 for the year ended December 31, 2022.

February 1, 2023, we entered into an agreement with a lender in which we exchanged our ownership of the assets associated with

Sovryn’s broadcast television business in exchange for a $9,159,907 reduction in our obligation for the senior secured notes.

As a result, the revenues, expenses, assets and liabilities of Sovryn are included as discontinued operations for the year ended

December 31, 2023 and 2022.

The 2023 loss resulted from Sovryn’s operations for the month of January 2023.

Net loss decreased to $5,301,298 for the

year ended December 31, 2023, from $12,909,394 for the year ended December 31, 2022.

The decrease was primarily the result of decreases

in professional fees, general and administrative expenses, bad debt expense and the loss from discontinued operations and interest

The net loss from continuing operations per basic diluted share was $0.0033 and $0.0058, respectively, with basic and

diluted weighted averages shares outstanding of 1,603,095,243 and 1,599,829,313 for the respective periods.

The net loss from discontinued

operations per basic and diluted share was $0.0000 and $0.0023, respectively, with basic and diluted weighted averages shares outstanding

of 1,603,095,243 and 1,599,829,313 for the respective periods.

and Capital Resources

and Working Capital

As at December 31, 2022, we had $0

in cash and a $13,860,314 working capital deficit, compared to cash of $729 and working capital deficit of $3,673,317 as at December

The increase in the working capital deficit primarily resulted from classifying our obligations under the Investor’s

Notes as a current liability as a result of us being in default under the Notes during the year ended December 31, 2022.

We will require additional capital to

meet our long- and short-term operating requirements.

For the year ended December 31, 2022, our principal source of liquidity

was our cash that we obtained from borrowings.

As at December 31, 2023, we had $Nil in

cash and a $17,585,746 working capital deficit, compared to cash of $Nil and working capital deficit of $12,372,123 as at December

The increase in the working capital deficit primarily resulted from the transfer of all Sovryn assets on February 1,

2023 according to the Partial Foreclosure Agreement with the lenders (Investors).

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

For the year ended December 31, 2023,

our principal source of liquidity was our cash that we obtained from borrowings.

Our principal use of cash was to fund operations.

We expect that the principal

uses of cash in the future will be for continuing operations associated with rolling out our business plan and repayment of notes

payable that are not converted into our Common Stock or renegotiated.

Cash Used in Operating Activities

We used cash of $2,820,304 in operating

activities for the year ended December 31 2022, compared to cash used of $2,802,410 in operating activities during the year ended

December 31, 2021.

We expect that the principal uses of cash in the future will be for continuing operations associated with rolling out our business

plan and repayment of notes payable that are not converted into our Common Stock or renegotiated.

Net Cash Used in Continuing Operating

We used $323,288 in cash from continuing

operating activities for the year ended December 31 2023, compared to cash used of $2,823,783 from continuing operating activities

during the year ended December 31, 2022.

The decrease in cash used in continuing operations resulted primarily from increases in

our accounts payable and accrued liabilities because we me minimal payments in 2023 due to a lack of cash.

Cash Used in Investing Activities

We used cash of $0 in investing activities

during the year ended December 31,2022, compared to cash used of $855,750 in investing activities during the year ended December

In the year ended December 31,2021, we used cash to make loans to Top Dog Productions Inc.

to build out our website.

Top Dog Productions, Inc.

is a Los Angeles based TV production company that assisted us with developing BCTV content and production

of short segments as prototypes.

On September 9, 2021, we issued a secured promissory note with Top Dog Productions, Inc.

aggregate principal sum of up to $2,000,000.

accruing interest 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

Net Cash Provided by Financing Activities

used cash of $Nil and $Nil in investing activities during the years ended December 31, 2023 and 2022, respectively.

Cash Provided by Financing Activities

Net cash provided by financing activities

of $1,752,000 came primarily from proceeds from subordinated loans entered into during the year ended December 31, 2022, compared

to $20,982,000 of cash provided by financing activities during the year ended December 31, 2021, which consisted primarily of the

proceeds from the Arena financing in February 2021, share subscriptions received, but not issued, for our Series G convertible

Preferred Stock, par value $0.001 per share (the “Series G Preferred Stock”), and proceeds from subordinated loans.

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 sought to exit Sovryn’s business and reduce Madison’s senior debt it incurred in connection with acquiring

Sovryn’s assets and creating its business.

As a result, Sovryn is recognized as a discontinued operation in the accompanying

consolidated 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:

of $363,710 came primarily from proceeds from subordinated loans and borrowings from finance companies that we entered into during

the year ended December 31, 2023, compared to $1,762,500 of cash provided by financing activities during the year ended December

31, 2022 that we generated from proceeds of subordinated notes payable and warrants that we sold to investors.

Cash from Discontinued Operations

For the year ended December 31, 2023, we

used $40,422 of cash in discontinued operating activities which ceased on February 1, 2023, as compared to generating $1,075,067

of cash from discontinued operations in the year ended December 31, 2022.

The decrease primarily resulted from the transfer of

our ownership of Sovryn on February 1, 2023 according to the Partial Foreclosure Agreement with the Investors.

We used cash of

$Nil and $14,513 in discontinued investing activities during the years ended December 31, 2023 and 2022.

We used cash of $Nil and

$Nil in discontinued financing activities during the years ended December 31, 2023 and 2022.

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 sought to exit Sovryn’s business and reduce Madison’s

senior debt it incurred in connection with acquiring Sovryn’s assets and creating its business.

As a result, Sovryn is recognized

as a discontinued operation in the accompanying consolidated 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, 2023 and 2022:

Current assets

3 unchanged sentences

Lease liability obligations

Selling, general and administrative

Television operation

Total liabilities

General and administrative expense

Television operation expense

Amortization expense

Professional fees

Interest expense

Loss on asset disposals

Finance costs

Gain on partial settlement of senior secured notes

Loss on disposition of subsidiary

Impairment loss

1 unchanged sentence

of Significant Equipment

As of December 31, 2022, we had no intention

to purchase any significant equipment during the next twelve months.

of December 31, 2023, we had no intention to purchase any significant equipment during the next twelve months.

Sheet Arrangements

3 unchanged sentences

had no contingencies or long-term commitments at December 31, 2023.

The independent auditors’ reports

accompanying our December 31, 2022 and 2021 consolidated financial statements in this Annual Report contain an explanatory paragraph

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

Such consolidated financial statements have been

prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our

liabilities and commitments in the ordinary course of business.

Transactions with Related Parties

In March 2021, 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, which ended on July 31, 2021.

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

Zenna was a member of

our Board of Directors until November 6, 2023.

independent auditors’ reports accompanying our December 31, 2023 and 2022 consolidated financial statements in this Annual

Report contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern.

Such consolidated

financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize

our assets and satisfy our liabilities and commitments in the ordinary course of business.

with Related Parties

Warren Zenna was a member of our Board of Directors until November 6, 2023.

On March 1, 2022, we granted 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 valued at $1,500 to Mr.

Canouse in exchange for transferring his 100 shares of our Series B Preferred Stock

to FFO1, an entity controlled by Mr.

Falcone, then our Chief Executive Officer and Chairman of our Board of Directors.

shares of Series B Preferred Stock provide the holder thereof the right to vote 51% of the voting power of each class of outstanding

voting shares of capital stock.

FFO1 also held 461,000 shares of Series E-1 Preferred Stock and FFO2 held 461,000 shares of Series

E-1 Preferred Stock.

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

We estimate the value such warrant to be approximately $7,641, based on the $0.015282 market price per share of our Common

Stock on March 1, 2022.

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

Canouse in exchange for transferring his

100 shares of our Series B Preferred Stock to FFO1, an entity controlled by Mr.

Falcone, then our Chief Executive Officer and

Chairman of our Board of Directors.

The 100 shares of Series B Preferred Stock provide the holder thereof the right to vote 51%

of the voting power of each class of outstanding voting shares of capital stock.

FFO1 also held 461,000 shares of Series E-1 Preferred

Stock and FFO2 held 461,000 shares of Series E-1 Preferred Stock.

Lisa Falcone, wife of Mr.

Falcone, is the trustee of FFO2 and Ms.

Falcone has shared voting and dispositive

Such shares of preferred stock held by FFO1 and FFO2 are included in the Pledged Assets.

Effective January 1, 2022, we entered into

a management consulting agreement with GreenRock LLC, a company controlled by Mr.

Falcone, for a period of one year ending December

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

and performance as our chief executive officer.

In February 2021, Sovryn entered into a 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.

On February 1, 2023, we entered into the

Partial Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our FCC 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 September 21, 2023, the Agent for the Investors delivered to us a notice that

the Agent has exercised the Investors’ rights to vote the Pledged Interests, including the 100 shares of our Series B Preferred

Stock, 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 and all Company officers, and (ii) reduce the number of the

Board of Directors from three directors to one director.

As a result of the Agent sending such notice and exercising its rights

to vote the Pledged Interests, a Change of Control occurred.

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 our officers and appointed himself as the Company’s President, Secretary, Treasurer, Chief

Executive Officer, Chief Financial Officer and Principal Accounting Officer.

Recent Accounting Pronouncements

New pronouncements issued for future implementation

are discussed in Note 3, Summary of Significant Accounting Policies – Recently Issued Accounting Pronouncements, in our Notes

to the consolidated financial statements included in this Annual Report.

Critical Accounting Policies

We follow certain significant accounting

policies when preparing our consolidated financial statements.

A complete summary of these policies is included in Note 1 of the

Notes to the consolidated financial statements included in this Annual Report.

Certain of the policies require management to make

significant and subjective estimates or assumptions that may deviate from actual results.

In particular, management makes estimates

regarding the useful life of long-lived assets related to depreciation and amortization expense, estimates regarding fair value

of our reporting units and future cash flows with respect to assessing potential impairment of both long-lived assets and goodwill

and estimates of expense related to our debt and equity instruments.

Each of these estimates is discussed in greater detail in

the following discussion.

Assets, Depreciation and Amortization Expense and Valuation

We review the carrying value of long-lived

assets for impairment when events or changes in circumstances indicate that the carrying amount of an asset, or related asset group,

may not be recoverable from estimated future undiscounted cash flows.

Recoverability of assets to be held and used is measured

by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated

by the asset or asset group.

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

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

For the year ended December

31, 2022, we recognized that we would not complete the acquisition of the TV station assets of W27EB and KPHE TV and we wrote off

$1,150,000 in deposits paid to sellers of those assets.

For the year ended December 31, 2022,

our intangible assets primarily consisted 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.

performed the annual goodwill impairment assessment as of December 31, 2021 and concluded that our goodwill for the Sovryn acquisition

was impaired as of that date.

Goodwill is tested annually or more frequently if events or changes in circumstances indicate that

the asset might be impaired.

We follow a two-step process for testing impairment.

First, the fair value of each reporting unit

is compared to its carrying value to determine whether an indication of impairment exists.

If impairment is indicated, then the

fair value of the reporting unit’s goodwill is determined by allocating the unit’s fair value of its assets and liabilities

(including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination.

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

For the year ended December

31, 2022, we had no goodwill.

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

We evaluate all of our financial instruments

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

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

This accounting treatment requires that the carrying amount of any

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

In the event that the fair

value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either

other income or expense.

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

the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as

part of gain or loss on extinguishment.

Falcone, is the trustee of FFO2 and

Falcone has shared voting and dispositive power.

Such shares of preferred stock held by FFO1 and FFO2 are included in the

Pledged Assets.

January 1, 2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Mr.

a period of one year ending December 31, 2022, pursuant to which we provided monthly remuneration of $35,000, plus expenses in

connection with his duties, responsibilities and performance as our chief executive officer.

In February 2021, Sovryn entered

into a consulting agreement with GreenRock LLC to provide us with chief executive officer services.

The agreements expired on

December 31, 2022 and were not renewed.

In the year ended December 31, 2023 and 2022, we paid GreenRock LLC $35,000 and $420,000

in fees, respectively.

We paid GreenRock LLC bonuses of $Nil and $505,972 for the year ended December 31, 2023 and 2022, respectively.

February 1, 2023, we entered into the Partial Foreclosure Agreement with the Investors pursuant to which we transferred ownership

of our Federal Communications Commission (“FCC”) 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 September 21, 2023, the Agent for the Investors delivered to us a notice that the Agent has exercised the Investors’

rights to vote the Pledged Interests, including the 100 shares of our Series B Preferred Stock, and to exercise the Investors’

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 and all Company officers, and (ii) reduce the number of the Board of Directors from three directors to

one director.

As a result of the Agent sending such notice and exercising its rights to vote the Pledged Interests, the Change

of Control occurred.

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 our officers and appointed himself as the Company’s

President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.

Accounting Pronouncements

pronouncements issued for future implementation are discussed in Note 3, Summary of Significant Accounting Policies – Recently

Issued Accounting Pronouncements, in our Notes to the consolidated financial statements included in this Annual Report.

Accounting Policies

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

A complete summary of these

policies is included in Note 1 of the Notes to the consolidated financial statements included in this Annual Report.

the policies require management to make significant and subjective estimates or assumptions that may deviate from actual results.

In particular, management makes estimates regarding the useful life of long-lived assets related to depreciation and amortization

expense, estimates regarding fair value of our reporting units and future cash flows with respect to assessing potential impairment

of both long-lived assets and goodwill and estimates of expense related to our debt and equity instruments.

Each of these estimates

is discussed in greater detail in the following discussion.

In connection with the issuance of promissory

and convertible notes, in certain instances we issued common share purchase warrants (the "Warrants") that entitle the

holder to purchase shares of our Common Stock at a specified fixed exercise price at any time within a time period specified within

each Warrant.

We evaluated the embedded conversion feature, if any, and the warrants and concluded that they qualified as equity

instruments under Accounting Standards Codification (ASC) 815, Derivatives and Hedging, and ASC 815-40, Contracts in Entity’s

The fair value of the Warrants were separated from the promissory and convertible notes and accounted for as a reduction

of the carrying amount of the note with an increase to additional paid-in capital.

The fair value of the Warrants that represented

a discount was amortized and included in the consolidated statements of operation over the term of each note using the effective

interest method.

The Series A and C convertible preferred stock (“Series A Preferred Stock” and “Series

C Preferred Stock”) we issued were accounted for as mezzanine equity and the embedded conversion feature was accounted for

as derivative liabilities with change in fair value at each reporting period end charged to the consolidated statements of operations

in accordance with ASC 480 and ASC 815.

We evaluated the embedded conversion features

concluded that the conversion feature qualified as equity instruments under Accounting Standards Codification (ASC) 815, Derivatives

and Hedging, and ASC 815-40, Contracts in Entity’s Own Equity.

The fair values of the embedded conversion features of were

separated from those convertible notes and accounted for as a reduction of the total carrying amounts of those convertible notes

and an increase to additional paid-in capital.

Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as

defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

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

under this item.

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

What changed 10-K

Item 7. Management’s Discussion and Analysis