Madison Technologies Inc. 10-K

Item 8. Financial Statements and Supplementary Data. MADISON TECHNOLOGIES INC. DECEMBER 31, 2023 AND 2022 TABLE OF Contents Independent Auditor’s Report (PCAOB ID#: 5828 ) F-1 CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets F-2 Consolidated Statements of Operations F-3 Consolidated Statements of Mezzanine Equity and Stockholders’ Deficiency F-4 Consolidated Statements of Cash Flows F-5 Notes to the Consolidated Financial Statements F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Madison Technologies Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Madison Technologies Inc. and its subsidiaries (collectively referred to as the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, mezzanine equity and stockholders’ deficiency, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Restatement of 2022 Consolidated Financial Statements As discussed in Note 2 to the consolidated financial statements, the 2022 consolidated financial statements have been restated to correct misstatements. Material Uncertainty Related to Going Concern The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. 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. We conducted our audits 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 consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company 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. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ SRCO Professional Corporation We have served as the Company’s auditor since 2024 Richmond Hill, Ontario, Canada August 22, 2025 CHARTERED PROFESSIONAL ACCOUNTANTS Authorized to practice public accounting by the Chartered Professional Accountants of Ontario F- 1 MADISON TECHNOLOGIES INC. CONSOLIDATED Balance Sheets (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) December 31, 2023 December 31, 2022 (Restated) (Note 2) ASSETS CURRENT ASSETS Prepaid expenses $ — $ 12,721 Assets from discontinued operations (Note 15) — 11,726,332 Total Current Assets — 11,739,053 Total Assets $ — $ 11,739,053 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY CURRENT LIABILITIES Accounts payable and accrued liabilities (Note 7) $ 1,838,691 $ 817,274 Derivative liabilities (Note 8) — — Promissory notes (Note 10) 1,064,834 940,000 Convertible notes (Note 11) 2,531,197 2,070,686 Interest payable on senior secured notes (Note 12) 4,926,854 3,303,248 Senior secured notes (Note 12) 7,224,170 14,397,066 Liabilities from discontinued operations (Note 15) — 2,582,902 Total liabilities 17,585,746 24,111,176 MEZZANINE EQUITY Preferred Stock – Series A, 50,000,000 shares authorized, $ 0.001 par value per share, stated value $ 100 per share, 100,000 shares designated, 0 Nil shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) — — Preferred Stock - Series C, $ 0.001 par value; stated value $ 100 per share, 10,000 shares designated, 0 Nil issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) — — Total Mezzanine Equity — — STOCKHOLDERS’ DEFICIENCY Preferred Stock - Series B, $ 0.001 par value; 100 shares designated, 100 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) — — Preferred Stock - Series D, $ 0.001 par value; convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) 155 155 Preferred Stock- Series E, $ 0.001 par value; convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 Nil issued and outstanding, December 31, 2023 and 2022, respectively; (Note 14) — — Preferred Stock - Series E-1, $ 0.001 par value; convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) 1,153 1,153 Preferred Stock - Series F, $ 0.001 par value; convertible, stated value $ 1 per share, 1,000 shares designated, 0 Nil issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) — — Preferred Stock - Series G, $ 0.001 par value; convertible, stated value $ 1,000 per share, 4,600 shares designated, 0 Nil issued and outstanding, December 31, 2023 and 2022, respectively (Note 14); — — Preferred Stock – Series H, $ 0.001 par value; convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) 40 40 Common Stock - $ 0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, December 31, 2023 and 2022, respectively (Note 14) 1,603,095 1,603,095 Additional Paid in Capital (Note 14) 9,667,389 9,579,714 Accumulated deficit ( 28,857,578 ) ( 23,556,280 ) Total stockholders’ deficiency ( 17,585,746 ) ( 12,372,123 ) Total liabilities, mezzanine equity and stockholders’ deficiency $ — $ 11,739,053 See the accompanying Notes to the Consolidated Financial Statements. F- 2 MADISON TECHNOLOGIES INC. CONSOLIDATED STATEMENTS of Operations (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) For the Year Ended For the Year Ended December 31, 2023 December 31, 2022 (Restated) (Note 2) Revenues $ — $ — Operating Expenses General and administrative 426,757 719,618 Professional fees 140,434 1,919,179 Impairment of notes receivable (Note 5) — 818,279 Long-lived assets impairment loss (Note 6) — 197,427 Total operating expenses 567,191 3,654,503 Loss before other expense ( 567,191 ) ( 3,654,503 ) Other income (expense) Other income — 39,114 Amortized expense (Notes 10, 11 and 12) ( 2,305,160 ) ( 2,018,774 ) Interest expense (Notes 10, 11 and 12) ( 2,419,238 ) ( 3,593,823 ) Total non-operating expense ( 4,724,398 ) ( 5,573,483 ) Loss from continuing operations before income taxes ( 5,291,589 ) ( 9,227,986 ) Income tax expense (Note 16) — — Net loss from continuing operations $ ( 5,291,589 ) $ ( 9,227,986 ) Net loss from discontinued operations (Note 15) ( 9,709 ) ( 3,681,408 ) Net loss $ ( 5,301,298 ) $ ( 12,909,394 ) Loss from continuing operations per share, basic and diluted $ ( 0.0033 ) $ ( 0.0058 ) Loss from discontinued operations per share, basic and diluted $ ( 0.0000 ) $ ( 0.0023 ) Weighted average basic shares outstanding 1,603,095,243 1,599,829,313 Weighted average diluted shares outstanding 1,603,095,243 1,599,829,313 See the accompanying Notes to the Consolidated Financial Statements. F- 3 MADISON TECHNOLOGIES INC. CONSOLIDATED Statements of MEZZANINE EQUITY AND stockholders’ DEFICIENCY For the Years Ended December 31, 2023 and 2022 (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) Mezzanine Equity Common Stock Preferred Stock Additional Paid Accumulated Shares Amount Shares Amount Shares Amount In Capital Deficit Total # $ # $ # $ $ $ $ Balance, December 31, 2022 (Restated) (Note 2) — — 1,603,095,243 1,603,095 1,347,495 1,348 9,579,714 ( 23,556,280 ) ( 12,372,123 ) Issuance of equity classified warrants — — — — — — 87,675 — 87,675 Net loss for the year — — — — — — — ( 5,301,298 ) ( 5,301,298 ) Balance, December 31, 2023 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 28,857,578 ) ( 17,587,476 ) Balance, December 31, 2021 (Restated) (Note 2) — — 1,599,095,027 1,599,095 1,347,495 1,348 8,989,940 ( 10,646,886 ) ( 56,503 ) Issuance of equity classified warrants — — — — — — 513,770 — 513,770 Conversion of convertible notes into Common Stock — — 4,000,216 4,000 — — 76,004 — 80,004 Net loss for the year — — — — — — — ( 12,909,394 ) ( 12,909,394 ) Balance, December 31, 2022 (Restated) (Note 2) — — 1,603,095,243 1,603,095 1,347,495 1,348 9,579,714 ( 23,556,280 ) ( 12,372,123 ) See the accompanying Notes to the Consolidated Financial Statements. F- 4 MADISON TECHNOLOGIES INC. consolidated Statements of cash flows (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) For the For the Year Ended Year Ended December 31, 2023 December 31, 2022 (Restated) (Note 2) Cash flows from operating activities: Net loss from continuing operations for the period $ ( 5,291,589 ) $ ( 9,227,986 ) Adjustments to reconcile net loss to cash used in operating activities: Amortized expenses (Note 10, 11 and 12) 2,305,160 2,018,774 Impairment of notes receivable (Note 5) — 818,279 Losses from impairment of long-lived assets — 197,427 Changes in non-cash working capital items: Prepaid expenses 12,721 596 Accounts payable and accrued liabilities 1,026,814 522,871 Interest payable on senior secured notes 1,623,606 2,846,256 Net cash provided by (used in) operating activities ( 323,288 ) ( 2,823,783 ) Net cash (used in) provided by discontinued operating activities ( 40,422 ) 1,075,067 Cash flows from investing activities — — Acquisition of property and equipment for discontinued operation — ( 14,513 ) Net cash provided by (used in) provided by discontinued operation — ( 14,513 ) Cash flows from financing activities: Proceeds from convertible and promissory notes (Note 10 and 11) 363,710 1,837,500 Repayment of convertible notes — ( 75,000 ) Net cash provided by financing activities 363,710 1,762,500 Net cash provided by discontinued financing activities — — Net decrease in cash — ( 729 ) Cash, beginning of year — 729 Cash, end of year $ — $ — SUPPLEMENTAL DISCLOSURE Interest paid $ — $ 453,750 Taxes paid $ — $ — The following transactions did not involve cash: During the year ended December 31, 2023, senior secured notes principal balance of $ 9,159,907 was settled upon disposition of Sovryn to lender. (Note 15) During the year ended December 31, 2022, convertible notes and interest with a carrying value of $ 80,004 were converted into 4,000,216 shares of Common Stock. (Note 11) See the accompanying Notes to the Consolidated Financial Statements F- 5 MADISON TECHNOLOGIES INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023 and 2022 (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) 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. Note 2 Restatement of 2022 Financial Statements As of and for the year ended December 31, 2022 The effects of the restatement on the consolidated balance sheet as of December 31, 2022, are summarized in the following table: As Reported Restatement Note As Restated ASSETS Current Assets: Prepaid expenses $ 12,721 $ — $ 12,721 Assets from discontinued operations 11,726,332 — 11,726,332 Total Current Assets 11,739,053 — 11,739,053 Investments 100 ( 100 ) 1 — Total Assets $ 11,739,153 $ ( 100 ) $ 11,739,053 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY Current Liabilities: Accounts payable and accrued liabilities $ 741,399 $ 75,875 2 $ 817,274 Derivative liabilities 4,429,329 ( 4,429,329 ) 3 — Promissory notes 936,112 3,888 4 940,000 Convertible notes 1,883,295 187,391 4 2,070,686 Interest payable on senior secured notes 3,300,000 3,248 5 3,303,248 Senior secured notes 14,599,240 ( 202,174 ) 6 14,397,066 Liabilities from discontinued operations 2,582,902 — 2,582,902 Total Current Liabilities 28,472,277 ( 4,361,101 ) 24,111,176 Total Liabilities 28,472,277 ( 4,361,101 ) 24,111,176 Mezzanine Equity: Preferred Shares - Series A — — 7 — Preferred Shares - Series B — — — Preferred Shares - Series C — — 7 — Preferred Shares - Series D 155 ( 155 ) 7 — Preferred Shares - Series E — — — Preferred Shares - Series E-1 1,153 ( 1,153 ) 7 — Preferred Shares - Series F — — — Preferred Shares - Series G — — — Preferred Shares - Series H 40 ( 40 ) 7 — Stockholders’ Deficiency: Preferred Shares - Series A — — 7 — Preferred Shares - Series B — — — Preferred Shares - Series C — — 7 — Preferred Shares - Series D — 155 7 155 Preferred Shares - Series E — — 7 — Preferred Shares - Series E-1 — 1,153 7 1,153 Preferred Shares - Series F — — 7 — Preferred Shares - Series G — — 7 — Preferred Shares - Series H — 40 7 40 Common shares 1,603,095 — 1,603,095 Additional paid-in capital 10,549,265 ( 969,551 ) 8 9,579,714 Accumulated deficit ( 28,886,832 ) 5,330,552 8 ( 23,556,280 ) Total Stockholders’ Deficiency ( 16,733,123 ) 4,361,001 ( 12,372,123 ) Total Liabilities, Mezzanine Equity and Stockholders’ Deficiency $ 11,739,153 $ ( 100 ) $ 11,739,053 The following are descriptions of the restatement adjustments to the consolidated balance sheet. 1. The Company identified a presentation error in the prior year consolidated financial statements, in which intercompany balance was incorrectly classified as an investment rather than being eliminated in consolidation. As a result, the prior period financial statements have been restated to correct this error. . 2. The adjustment reflects additional interest accrual related to certain issued debt instruments, resulting from corrections to prior period calculations. The Company determined that the original accruals did not fully comply with the terms of the respective debt agreements. Accordingly, the restatement increases both accrued liabilities and interest expense. Additionally, it reflects accruals of a previously unrecorded professional fee. 3. The adjustment reflects a decrease in derivative liabilities and a corresponding increase in additional paid-in capital and convertible notes, due to a 2021 amendment to the warrant agreement that met the fixed-for-fixed criteria and required equity classification. The restatement reflects the impact of this amendment which was inadvertently omitted from the prior year’s consolidated financial statements. 4. The adjustment reflects a reallocation of discounts on promissory and convertible notes payable to equity, following a reassessment of warrants that meet the criteria for separate equity classification under U.S. GAAP. This resulted in a reduced initial carrying amount of the related debt, which is amortized over the term of the notes. 5. The adjustment represents an increase of interest payable due to an inadvertent under-accrual on debts. . 6. The adjustment reflects a correction in the accounting for debt discounts on senior secured notes, primarily due to a reassessment of embedded feature classification and the application of the effective interest method. The restatement revises the amortization profile of the unamortized discount to align with the effective interest rate methodology. The restatement corrects the application of the amortization method used in prior periods. using the effective interest rate method, resulting in a revised amortization profile of the unamortized discount. 7. The adjustment represents the reclassification of preferred stock based on an evaluation of the relevant rights and terms under U.S. GAAP. The Series A and C Preferred Stock have been reclassified to mezzanine equity. The Series D, E, E-1, F, G, and H Preferred Stock have been reclassified to permanent equity. This restatement corrects the prior period classification to reflect the appropriate presentation. 8. The adjustment primarily reflects (i) the recognition of equity-classified warrants issued in connection with various debt instruments, resulting in an increase to additional paid-in capital (APIC), and (ii) the correction of the Series E Preferred Stock fair value issued as consideration in a business combination during 2021 with a corresponding impact on goodwill; subsequently the inflated goodwill was fully impaired. The correction reduces both APIC and accumulated deficit. F- 6 The effects of the restatement on the consolidated statements of operations for the year ended December 31, 2022 are summarized in the following table: As Reported Restatement Note As Restated Revenue $ — $ — $ — General and administrative 629,619 90,000 1 719,618 Professional fees 1,910,039 9,140 2 1,919,179 Impairment of notes receivable 818,279 — 818,279 Long-lived assets impairment loss 197,427 — 197,427 Total operating expenses 3,555,364 99,140 3,654,503 Loss before other expense ( 3,555,364 ) ( 99,140 ) ( 3,654,503 ) Other income (expense): Amortization expenses ( 2,428,313 ) 409,539 1, 3 ( 2,018,774 ) Interest expenses ( 3,523,840 ) ( 69,983 ) 4 ( 3,593,823 ) Other income 39,114 — 39,114 Total other income (expense) ( 5,913,039 ) 339,556 ( 5,573,483 ) Net loss from continuing operations ( 9,468,403 ) 240,416 ( 9,227,986 ) Loss from discontinued operations ( 3,671,408 ) ( 10,000 ) ( 3,681,408 ) Net loss $ ( 13,139,810 ) $ 230,416 $ ( 12,909,394 ) The following descriptions of the restatement adjustments to the consolidated statements of operations excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement. 1. The adjustment reflects a reclassification from amortization expenses as the amount should have been included in general and administrative expenses. 2. The adjustment represents a net increase in professional fees that resulted from the correction to accounting for issuances of notes payable. See note 2 to the restatement of the consolidated balance sheet. 3. The adjustment reflects a) A reclassification from amortization expenses as the amount should have been included in general and administrative expenses b) The correction of previously overstated amortization expense on debt instruments, resulting from the application of the effective interest method. The restatement aligns expense recognition with U.S. GAAP and recalculates amortized interest based on contractual loan terms. See notes 4, 5 and 6 to the restatement of the balance sheet. 4. In addition, interest expense increased as a result of recalculating periodic interest based on the contractual loan terms. See notes 2 to the restatement of the balance sheet F- 7 The effects of the restatement on the consolidated statement of mezzanine equity and stockholders’ deficiency for the year ended December 31, 2021 and 2022 are summarized in the following table: Mezzanine Equity Common Stock Preferred Stock Additional Paid Accumulated Note Shares Amount Shares Amount Shares Amount In Capital Deficit Total # $ # $ # $ $ $ $ As Previously Reported Balance, December 31, 2021 1,347,395 1,348 1,599,095,027 1,599,095 100 — 10,473,261 ( 15,747,023 ) ( 3,673,319 ) Restatement Adjustments: - Issuances of shares Series D, E-1 and H Preferred Stock 1 ( 1,347,395 ) ( 1,348 ) 1,347,395 1,348 ( 476 ) ( 476 ) Issuance of equity classified warrants 2 3,473,660 3,473,660 Issuances of shares Series A, B, D, E and F Preferred Stock 3 ( 4,956,505 ) ( 4,956,505 ) Net loss for the year 3 5,100,137 5,100,137 As Restated Balance, December 31, 2021 — — 1,599,095,027 1,599,095 1,347,495 1,348 8,989,940 ( 10,646,886 ) ( 56,503 ) Mezzanine Equity Common Stock Preferred Stock Additional Paid Accumulated Note Shares Amount Shares Amount Shares Amount In Capital Deficit Total # $ # $ # $ $ $ $ As Previously Reported Balance, December 31, 2022 1,347,395 1,348 1,603,095,243 1,603,095 100 — 10,549,265 ( 28,886,832 ) ( 16,733,123 ) — Issuances of shares Series D, E and E-1 and H Preferred Stock 1 ( 1,347,395 ) ( 1,348 ) 1,347,395 1,348 ( 476 ) ( 476 ) Issuance of equity classified warrants 2 3,473,660 3,473,660 Issuances of shares Series A, B, D, E and F Preferred Stock 3 ( 4,956,505 ) ( 4,956,505 ) Accumulated deficit for the year ended December 31, 2021 3 5,100,137 5,100,137 Issuance of equity classified warrants 2 513,770 513,770 Net loss for the year 4 230,416 230,416 As Restated Balance, December 31, 2022 — — — 1,603,095,243 1,603,095 1,347,495 1,348 9,579,714 ( 23,556,280 ) ( 12,372,123 ) The following descriptions of the restatement adjustments to the consolidated statements of mezzanine equity and stockholders’ deficiency excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement. 1. The adjustment represents the reclassification of Series D, E-1 and H Preferred Stock as permanent equity rather than as originally reported mezzanine equity. 2. The adjustment corrects prior-period errors in the accounting for equity-classified warrants issued with promissory and senior secured notes. The warrants have now been properly recognized under U.S. GAAP, resulting in an increase to additional paid-in capital. See note 3 to the restatement of the consolidated balance sheet. 3. The adjustment is primarily composed of the following: (1) During year ended December 31, 2020, the Company issued Series A and B preferred stock to acquire a license agreement. Previously the fair value assigned to those preferred stock was approximately $343,000 and the license agreement acquired was recognized at the same amount. During the year ended December 31, 2021, the license agreement asset was disposed. After reassessment of the fair value of Series A and B preferred stock, the Company determined the fair value was approximately $70,000. The effect of this reassessment resulted in an adjustment to reduce fair value of Series A and B preferred stock of $270,000 and a decrease of accumulated deficit of the same amount. See note 8 to the restatement of the consolidated balance sheet. (2) During the year ended December 31, 2021, the Company issued Series E Preferred Stock as consideration in a business combination. Previously the fair value assigned to Series E preferred stock was approximately $4.2M and a goodwill in the same amount was recognized upon the business combination. During year ended December 31, 2021, the goodwill was fully impaired. After reassessment of the fair value of Series E preferred stock, the Company determined the fair value was approximately $380,000. The effect of this reassessment resulted in an adjustment to reduce fair value of Series E preferred stock of approximately $3.8M and a decrease in the accumulated deficit by the same amount. See note 8 to the restatement of the consolidated balance sheet. (3) During the year ended December 31, 2021, the Company issued Series F Preferred Stock pursuant to acquisition of the senior secured notes financing. Previously the fair value assigned to Series F preferred stock was approximately $864,000 and the Company wrongly charged $864,000 as expenses in 2021. After reassessment of the fair value of Series F preferred stock, the Company determined the fair value was approximately $32,000. The effect of this reassessment resulted in an adjustment to separate $32,000 from additional paid-in capital to treat as a discount of senior secured notes face value, reduce fair value of Series F preferred stock of approximately $832,000, decrease of accumulated deficit of approximately $864,000. See note 8 to the restatement of the consolidated balance sheet. 4. Please refer to effects of the restatement on the consolidated statements of operations for the year ended December 31, 2022. F- 8 The effects of the restatement on the consolidated statement of cash flows for the year ended December 31, 2022 are summarized in the following table: Year Ended December 31, 2022 Year Ended December 31, 2022 As Reported Restatement Adjustment Note As Restated $ $ $ Cash flows from operating activities: Net loss from continuing operations for the period ( 9,468,403 ) 240,416 1,8 ( 9,227,986 ) Adjustments to reconcile net loss to net cash used in operating activities Amortized expenses 2,428,313 ( 409,539 ) 2 2,018,774 Impairment of notes receivable 725,561 92,718 3 818,279 Fair value of Warrant issued for services 9,000 ( 9,000 ) 4 — Losses from impairment of long-lived assets 167,000 30,427 5 197,427 Prepaid expenses 595 — 595 Accounts payable and accrued liabilities 471,380 51,491 6 522,871 Interest payable for senior secured notes 2,846,256 — 2,846,256 Net cash used in operating activities ( 2,820,303 ) ( 3,480 ) ( 2,823,783 ) Net cash provided by discontinued operating activities 1,082,087 ( 7,020 ) 7 1,075,067 Cash flows from investing activities Net cash used in discontinued investing activities ( 14,513 ) — ( 14,513 ) Cash flows from financing activities Proceeds from convertible and promissory notes sold 1,752,000 10,500 7 1,762,500 Net cash provided by financing activities 1,752,000 10,500 1,762,500 Net decrease in cash ( 729 ) — ( 729 ) Cash, beginning of year 729 — 729 Cash, end of year — — — SUPPLEMENTAL DISCLOSURE Interest paid 453,750 453,750 Taxes paid — — The following descriptions of the restatement adjustments to the consolidated statement of cash flows excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement. 1. Please refer to effects of the restatement on the consolidated statements of operations for the year ended December 31, 2022 2. The adjustment reflects a correction to the recognition and measurement of interest and amortization expenses associated with the Company’s debt instruments. The Company identified errors in the amortization methodology previously applied. Specifically, the prior accounting overstated amortization expense due to deviations from the effective interest method. The restatement corrects this by applying the effective interest method consistently in accordance with U.S. GAAP. 3. The adjustment reflects a correction to add back impairment loss on notes receivable recognized in consolidated statement of operations for year ended December 31, 2022. 4. The adjustment removed a non-cash add-back. 5. The adjustment reflects a correction to add back losses from impairment of long-lived assets recognized in consolidated statement of operations for year ended December 31, 2022. 6. The adjustment is mainly due to the increased interest expenses accruals. 7. The adjustment corrected an error when calculating cash flow from discontinued operations. 8. Please refer to the effects of the restatement on the consolidated balance sheet and statement of operations. F- 9 Note 3 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, 2023, we generated no revenues from continuing operations, incurred a net loss of $ 5,291,589 [2022 - $ 9,227,986 ] and had a working capital deficit and an accumulated deficit of $ 17,585,746 and $ 28,857,578 , respectively [2022 - $ 12,372,123 and $ 23,556,280 respectively]. 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 these consolidated financial statements. Our 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. However, the Company may not be able to secure such financing in a timely manner or on favourable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. 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 4 Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. Significant accounting estimates and assumptions The preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods. Significant accounts that require estimates as the basis for determining the stated amounts include impairment analysis and fair value of warrants, promissory notes, convertible notes, senior secured notes and derivative liabilities. ● Fair value of equity classified conversion feature and warrants In determining the fair value of the equity classified conversion feature and warrant pursuant to debt financing transactions, the Company used the Black-Scholes option pricing model with the following assumptions: volatility rate, risk-free rate, and the remaining expected life of the warrants that are classified under equity. ● Fair value of derivative liabilities In determining the fair values of the derivative liabilities from the conversion features and warrants issued pursuant to debt financing and equity financing transactions, the Company used Monte-Carlo model with the following assumptions: dividend yields, volatility, risk-free rate and the remaining expected life. Changes in those assumptions and inputs could in turn impact the fair value of the derivative liabilities and can have a material impact on the reported loss and comprehensive loss for the applicable reporting period. ● Impairment of Intangible Assets and Goodwill The Company evaluates the recoverability of its intangible assets and goodwill when events or changes in circumstances indicate that the carrying amounts may not be recoverable. The assessment of impairment involves significant management judgment and estimates, particularly in determining whether impairment indicators exist and in estimating future undiscounted cash flows and recoverable amounts of the assets. Key assumptions used in this analysis include expected future cash flows, projected operating performance, time horizons, growth rates, and discount rates, all of which require a high degree of judgment and are subject to uncertainty. Changes in these assumptions or a deterioration in the economic environment may result in the recognition of impairment losses. As of the reporting date, management reviewed the carrying amounts of assets including accounts receivable, equipment, intangible assets, and goodwill, and determined that no impairment was required. However, these estimates are inherently uncertain and may change in future periods. ● Impairment of Property and Equipment The Company reviews the carrying value of property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Determining whether an impairment exists involves significant management judgment, including identifying triggering events, estimating future undiscounted cash flows expected to be generated from the use of the asset, and assessing recoverability based on those projections. Key assumptions include anticipated future operating results, usage patterns, asset-specific performance, and potential for alternative use or disposition. These assumptions are subject to change based on future market conditions or operational changes. As of the reporting date, management evaluated its property and equipment for indicators of impairment and determined that no impairment charges were required. However, the estimates and assumptions used in this analysis are inherently uncertain and may change in future periods. ● Impairment of Right-of-Use Assets The Company evaluates right-of-use (ROU) assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an ROU asset may not be recoverable. Determining whether an impairment exists involves significant judgment, including the identification of impairment indicators and the estimation of future undiscounted cash flows expected to result from the use and eventual disposition of the underlying leased asset. Key assumptions in the evaluation include lease term assumptions, sublease income (if applicable), asset utilization strategies, and market conditions affecting the economic benefit of the leased asset. These estimates are inherently uncertain and require management to make judgments about future conditions. As of the reporting date, the Company assessed its ROU assets for impairment and concluded that no impairment charges were required. However, future changes in expected use or economic conditions could result in impairment in subsequent periods. ● Useful life of property and equipment The Company employs significant estimates to determine the estimated useful lives of property and equipment, considering industry trends such as technological advancements, past experience, expected use and review of asset useful lives. The Company makes estimates when determining depreciation methods, depreciation rates and asset useful lives, which requires considering industry trends and company-specific factors. The Company reviews depreciation methods, useful lives and residual values annually or when circumstances change and adjusts its depreciation methods and assumptions prospectively. ● Provisions Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows. ● Contingencies Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events. ● Income and other taxes The calculation of current and deferred income taxes requires the Company to make estimates and assumptions and to exercise judgment regarding the carrying values of assets and liabilities which are subject to accounting estimates inherent in those balances, the interpretation of income tax legislation across various jurisdictions, expectations about future operating results, the timing of reversal of temporary differences and possible audits of income tax filings by the tax authorities. In addition, when the Company incurs losses for income tax purposes, it assesses the probability of taxable income being available in the future based on its budgeted forecasts. These forecasts are adjusted to take into account certain non-taxable income and expenses and specific rules on the use of unused credits and tax losses. When the forecasts indicate that sufficient future taxable income will be available to deduct the temporary differences, a deferred tax asset is recognized for all deductible temporary differences. Changes or differences in underlying estimates or assumptions may result in changes to the current or deferred income tax balances on the consolidated balance sheets, a charge or credit to income tax expense included as part of net income (loss) and may result in cash payments or receipts. Judgment includes consideration of the Company’s future cash requirements in its tax jurisdictions. All income, capital and commodity tax filings are subject to audits and reassessments. Changes in interpretations or judgments may result in a change in the Company’s income, capital, or commodity tax provisions in the future. The amount of such a change cannot be reasonably estimated. ● Incremental borrowing rate for lease The determination of the Company’s lease obligation and right-of-use asset depends on certain assumptions, which include the selection of the discount rate. The discount rate is set by reference to the Company’s incremental borrowing rate. Significant assumptions are required to be made when determining which borrowing rates to apply in this determination. Changes in the assumptions used may have a significant effect on the Company’s consolidated financial statements. ● Going concern The Company evaluates its ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern. This assessment requires significant judgment and involves the evaluation of relevant conditions and events that are known or reasonably knowable at the date the financial statements are issued, including the Company’s current financial condition, obligations due within one year, expected future cash flows, access to capital, and management’s plans. The assessment involves inherent uncertainty, as it requires management to project future conditions and the effectiveness of any plans intended to address potential liquidity shortfalls. If substantial doubt about the Company’s ability to continue as a going concern is identified, management evaluates whether its plans will mitigate that doubt, and appropriate disclosures are made in the financial statements. Consolidation The accompanying consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv, Inc. and SovRryn Holdings Inc (“Sovryn”). Blockchain.tv Inc. is dormant has not had operations since its inception. Sovryn is consolidated up until January 31, 2023 and recognized as a discontinued operation. All the intercompany balances and transactions have been eliminated in the consolidation. The functional and reporting currency of the Company and its subsidiaries are U.S. Dollar. Segment reporting Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assessing performance. We identified our Chief Executive Officer as the chief operating decision maker. We operate in one operating segment. Our operating decision maker allocates resources and assesses performance at the consolidated level. F- 10 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. 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. 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 reviewed for impairment. A recoverability test will be performed and, if applicable, unscheduled amortization is considered. Impairment of Long-Lived Assets and Goodwill The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company tests goodwill for impairment annually as of December 31, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company compares the reporting unit’s carrying amount to its fair value. If the reporting unit’s carrying amount exceeds its fair value, an impairment charge is recorded based on that difference. F- 11 Equipment 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. Impairment of Long-Lived Assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets ” , all long-lived assets such as property 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 We place our cash and cash equivalents with a high credit quality financial institution. We maintain United States Dollars. We minimize its credit risks associated with cash by periodically evaluating the credit quality of its primary financial institution. Fair Value of Financial Instruments ASC 820 defines fair value, establishes a framework for measuring fair value and expands required disclosure about fair value measurements of assets and liabilities. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: ● Level 1 – Valuation based on quoted market prices in active markets for identical assets or liabilities. ● Level 2 – Valuation based on quoted market prices for similar assets and liabilities in active markets. ● Level 3 – Valuation based on unobservable inputs that are supported by little or no market activity, therefore requiring management’s best estimate of what market participants would use as fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Fair value estimates presented herein are based on market assumptions and information available to management as of the reporting date. The carrying amounts of certain financial instruments approximate their fair values due to their short-term maturities or because their stated interest rates approximate market rates. These instruments include accounts payable and accrued expenses, and interest payable on senior secured notes. This also includes cash, accounts receivable, accounts payable and accrued expenses that were part of the assets and liabilities of discontinued operations. The Company’s derivative liabilities are carried at fair values and are classified as Level 3 financial instruments. F- 12 Convertible notes and other debt instruments 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 500,000 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 Own Equity. 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. With respect to the embedded conversion features in the senior secured notes, although they qualify as derivatives under ASC 815, the Company concluded that no reliable basis exists to determine their fair value as of the reporting date. Accordingly, no value has been assigned to the conversion features, and the derivative liability recognized pertains solely to the freestanding warrants. 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. Series A and C Convertible Preferred Stock The Series A and C convertible preferred stock (“Series A Preferred Stock” and “Series C Preferred Stock”) 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 operation in accordance with ASC 480 and ASC 815. Loss per share Net Loss Per Share The Company has adopted the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share. Basic loss per share of common stock is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted earnings or loss per share of common stock is computed similarly to basic earnings or loss per share except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. The Company’s warrants and conversion features contained in notes payables are considered common stock equivalents for this purpose. Diluted earnings is computed utilizing the treasury method for the warrants and conversion features. Diluted earnings with respect to the convertible promissory notes utilizing the if-converted method was not applicable during the periods presented as no conditions required for conversion had occurred. No incremental common stock equivalents were included in calculating diluted loss per share because such inclusion would be anti-dilutive given the net loss reported for the periods presented. F- 13 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. 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 to goodwill. 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 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 exposures. 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 to calendar year 2023. We have adopted the ASU in year ended December 31, 2023. Related Party Transactions We follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure of related party transactions. F- 14 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 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; 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. 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: 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. 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. Income taxes The Company accounts for income taxes in accordance with ASC 740. The Company provides for Federal, State and Provincial income taxes payable, as well as for those deferred because of the timing differences between reporting income and expenses for consolidated financial statement purposes versus tax purposes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recoverable or settled. The effect of a change in tax rates is recognized as income or expense in the period of the change. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount that is more likely than not to be realized. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows. In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows. On March 28, 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. ASU 2023-01 is designed to clarify the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. The new standard is effective for the Company for its fiscal year beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard. In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve the disclosures regarding a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”) to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid. The Company is required to adopt the guidance in the fourth quarter of fiscal 2026, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements. The Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. F- 15 Note 5 Notes Receivable On September 9, 2021, the Company received a promissory note with Top Dog Productions Inc. that was secured by a blanket lien on all its assets. 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 per share. 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 $ 264,145 principal and interest and included the charge in bad debt expense for the year ended December 31, 2022. Note 6 Intangible Assets The intangible assets primarily consisted of domain names and access to a third-party streaming platform for the 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 7 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of December 31, 2023 and December 31, 2022 are summarized below: Schedule of Accounts Payable and Accrued Liabilities 2023 2022 (Restated) (Note 2) Accounts payable $ 446,077 $ 371,987 Accrued expenses 293,209 174,078 Accrued interest 1,099,405 242,921 Total $ 1,838,691 $ 817,274 Note 8 Derivative Liabilities Senior Secured Notes In connection with the issuance of senior secured notes (see Note 12), the Company evaluated the embedded conversion features and freestanding warrants in accordance with ASC 815, Derivatives and Hedging, and ASC 820, Fair Value Measurement. Based on this evaluation, both instruments met the definition of derivatives and were initially recognized as derivative liabilities. Due to the limited trading activity and pricing transparency of the Company’s Common Stock, observable market inputs for valuing these instruments were determined to be unreliable. Specifically: ● The Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors. ● The average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly volatile in its thinly traded status. ● Due to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied. Accordingly, the Company applied a market-based valuation technique using the most recent private placement price of $ 0.018 per share (dated November 2, 2021) as a proxy for fair value. This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of unobservable inputs. The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input, and the corresponding derivative liability has been recorded. Management believes this approach provides the most reasonable estimate of fair value in the absence of observable market data. Significant unobservable input used in the valuation was the private placement price of $0.018/share. No sensitivity analysis is presented due to the absence of a reliable market range of inputs. Although the embedded conversion features in the senior secured notes meet the definition of derivatives under ASC 815, the Company concluded that there is no reliable basis to estimate their fair value as of the reporting date. The features are highly sensitive to changes in various unobservable inputs, and due to the lack of active trading, volatility benchmarks, or comparable market data, any valuation would be purely speculative. Management assessed whether a Level 3 fair value estimate (e.g., using an option pricing model) could be developed, but concluded that input assumptions such as volatility and market-based discount rates were not supportable. As such, no value has been assigned to the embedded conversion features, and the recognized derivative liability pertains solely to the freestanding warrants. The Company will reassess the valuation of the conversion features in subsequent periods as market data becomes available. On September 24, 2021, the exercise price of the freestanding warrants was amended to a fixed amount. As a result of this modification, the Company re-evaluated the classification of the warrants in accordance with ASC 815-40, Contracts in Entity’s Own Equity, and determined that the amended warrants qualified for equity classification. Accordingly, the Company derecognized the related derivative liabilities and recorded the warrants in equity (“End of derivative warrants treatment”). Schedule of conversion to common stock Total $ Opening balance — Derivative fair value at issuance pursuant to the issuance of senior secured notes 3,464,529 End of derivative warrants treatment (Note 14) ( 3,464,529 ) Balance at December 31, 2021, 2022 and 2023 (Restated) (Note 2) — F- 16 Series A Preferred Stock According to the terms of Series A Preferred Stock (Note 14), The Company evaluated the conversion feature for potential derivative accounting treatment in accordance with Accounting Standards Codification (ASC) ASC 820, Fair Value in Financial Instruments and 815, Derivatives and Hedging. Initially, the conversion feature was determined to be derivative liabilities, and the Company recognized derivative liabilities upon issuance of the Series A Preferred Stock accordingly. Schedule of conversion to series A preferred stock Total $ Derivative fair value upon issuance of Series A Preferred Stock 58,545 Change in fair value of derivative liabilities ( 20,657 ) Balance at December 31, 2020 (Restated) (Note 2) 37,888 Derecognition of derivative liabilities pursuant to extinguishment of Series A Preferred Stock ( 37,888 ) Balance at December 31, 2021, 2022 and 2023 — The third party valuation relied on Monte-Carlo methodology using geometric Brownian motion to value the derivative components, using the following assumptions for the Day 1 fair value, fair value as at December 31, 2020: Schedule of derivative components series A preferred stock Derivative components Day 1 Fair Value December 31, 2020 Risk-free rate for term (%) 0.18 0.17 Volatility (%) 115.39 126.10 Remaining terms (Years) 3.0 3.0 Stock price ($ per share) 0.04 0.29 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. Based on a third-party valuation, the value of the 1,000 Preferred Series E shares was determined to be $ 386,221 , which was recorded as an intangible asset See Note 14. Note 10 Promissory Notes During the years ended December 31, 2021 and 2022, the Company issued several promissory notes with warrants. The Company evaluated the warrants and concluded that those warrants qualified as equity instruments under Accounting Standards Codification (ASC) 815, Derivatives and Hedging, and ASC 815-40, Contracts in Entity’s Own Equity. Due to the limited trading activity and pricing transparency of the Company’s Common Stock, observable market inputs for valuing the warrants were determined to be unreliable. Specifically: ● The Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors. ● The average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly volatile in its thinly traded status. ● Due to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied. Accordingly, the Company applied a market-based valuation technique using the most recent private placement price of $0.018 per share (dated November 2, 2021) as a proxy for fair value. This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of unobservable inputs. The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input, and the corresponding equity classified warrants has been recorded under additional paid-in capital. Management believes this approach provides the most reasonable estimate of fair value in the absence of observable market data. Significant unobservable input used in the valuation was the private placement price of $0.018/share. No sensitivity analysis is presented due to the absence of a reliable market range of inputs. Promissory note issued during year ended December 31, 2021 On December 28, 2021, the Company issued a promissory note with a principal amount and cash proceeds of $ 500,000 . The promissory note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15 %. The promissory note matured on April 5, 2022. In connection with the issuance of the promissory note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $ 0.025 per share at any time until December 31, 2023. The fair value of the warrants of $ 9,130 was separated from the convertible note and accounted for as a reduction of the carrying amount of the promissory note with an increase to additional paid-in capital. The fair value of the warrants that represented a discount was amortized to consolidated statements of operation over the term of the promissory note using the effective interest method. For the years ended December 31, 2021 and 2022, the Company recognized amortization expense of $ 440 and $ 8,690 in the consolidated statements of operations. The discount was fully amortized as of December 31, 2022. For the years ended December 31, 2021, 2022 and 2023, the Company recorded interest expense of $ 493 , $ 60,003 and $ 135,002 , respectively, in the consolidated statements of operations. Promissory notes issued during year ended December 31, 2022 (a) On January 14, 2022, the Company issued a promissory note with a principal amount and cash proceeds of $ 165,000 . The promissory note required a $ 15,000 fee payment on maturity date. The promissory note accrued interest at an annual rate of 10 %. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15 %. The convertible note matured on February 14, 2022. The fee payable of $ 15,000 was amortized to consolidated statements of operation over the term of the promissory note. For the year ended December 31, 2022, the Company recognized amortization expense of $ 15,000 in the consolidated statements of operations. F- 17 For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 37,607 and $ 41,246 , respectively, in the consolidated statements of operations. As of December 31, 2023 and 2022, $ 165,000 in note principal was outstanding. (b) On January 14, 2022, the Company issued a promissory note with a principal amount and cash proceeds of $ 150,000 . The promissory note required a $ 15,000 fee payment on maturity date. The promissory note accrued interest at an annual rate of 10%. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15 %. The convertible note matured on December 31, 2022. The fee payable of $ 15,000 was amortized to consolidated statements of operations over the term of the promissory note. For the year ended December 31, 2022, the Company recognized amortization expense of $ 15,000 in the consolidated statements of operations. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 14,467 and $ 37,500 , respectively, in the consolidated statements of operations. As of December 31, 2023 and 2022, $ 165,000 in note principal was outstanding. (c) On April 27, 2022, the Company issued a promissory note with a principal amount of $ 125,000 for cash proceeds of $ 112,500 . Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 20 %. The promissory note matured on December 31, 2022. In connection with the issuance of the promissory note, the Company also issued common share purchase warrants that entitle the holder to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $ 0.025 per share at any time until December 15, 2024. The fair value of the warrants of $ 36,222 was separated from the convertible note and accounted for as a reduction of the carrying amount of the promissory note with an increase to additional paid-in capital. The original issuance discount of $ 12,500 and the fair value of the warrants of $36,222 that represented a reduction of face value of the note was amortized to consolidated statements of operations over the term of the promissory note using the effective interest method. For the year ended December 31, 2022, the Company recognized amortization expense of $ 48,722 in the consolidated statements of operations. The discount was fully amortized as of December 31, 2022. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ Nil and $ 25,000 , respectively, in the consolidated statements of operations. Promissory notes issued during year ended December 31, 2023 In February 2023, the Company issued a promissory note $ 44,950 to a third party that is non-interest bearing, unsecured and repayable on demand. On February 3, 2023, the Company entered into a securities purchase agreement with a lender pursuant to which the Company borrowed $ 88,760 and issued a promissory note that accrues interest a 12 % per annum and is repayable in 10 monthly instalments starting March 15, 2023. As of December 31, 2023, the outstanding balance was $ 79,884 , which was in default for failure to make required payments. F- 18 Note 11 Convertible Notes During the years ended December 31, 2021, 2022 and 2023, the Company issued several series of unsecured convertible notes with embedded conversion features and freestanding warrants. The Company evaluated the embedded conversion features 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 Own Equity . Due to the limited trading activity and pricing transparency of the Company’s Common Stock, observable market inputs for valuing those instruments were determined to be unreliable. Specifically: ● The Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to investors. ● The average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly volatile in its thinly traded status. ● Due to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied. Accordingly, the Company applied a market-based valuation technique using the most recent private placement price of $0.018 per share (dated November 2, 2021) as a proxy for fair value. This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of unobservable inputs. The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input, and the corresponding equity classified warrants has been recorded under additional paid-in capital. Management believes this approach provides the most reasonable estimate of fair value in the absence of observable market data. Significant unobservable input used in the valuation was the private placement price of $0.018/share. No sensitivity analysis is presented due to the absence of a reliable market range of inputs. Although the embedded conversion features meet the definition of equity classified instruments under ASC 815, the Company concluded that there is no reliable basis to estimate their fair value as of the reporting date. The features are highly sensitive to changes in various unobservable inputs, and due to the lack of active trading, volatility benchmarks, or comparable market data, any valuation would be purely speculative. Management assessed whether a Level 3 fair value estimate (e.g., using an option pricing model) could be developed, but concluded that input assumptions such as volatility and market-based discount rates were not supportable. As such, no value has been assigned to the embedded conversion features, and the recognized equity classified instruments pertains solely to the freestanding warrants. The Company will reassess the valuation of the conversion features in subsequent periods as market data becomes available. Our convertible notes payable, all of which are liabilities as of the years ended December 31, 2023 and 2022, are as follows: December 31, 2023 December 31, 2022 (Restated) (Note 2) Series 1 $ 1,050,000 $ 1,050,000 Series 2 470,000 250,000 Series 3 208,000 208,000 Series 4 220,000 220,000 Series 5 542,500 522,500 Series 6 55,000 55,000 Principal outstanding total 2,545,500 2,305,500 Less discount 14,303 234,814 Principal outstanding, net $ 2,531,197 $ 2,070,686 Series 1 During the years ended December 31, 2021 and 2022, the Company issued convertible notes totaling $ 950,000 and $ 100,000 , respectively. Convertible notes issued during year ended December 31, 2021 Series 1-1 On August 31, 2021, the Company issued a series of convertible notes with total principal amount and cash proceeds of $ 950,000 . Those convertible notes accrued interest at an annual rate of 6 %. Upon the occurrence of an event of default, those convertible notes accrued default interest at an annual rate of 12 %. Those convertible notes matured on December 31, 2022. For the years ended December 31, 2022, and 2023, the Company recorded interest expense of $ 57,007 and $ 171,006 respectively, in the consolidated statements of operations. For the year ended December 31, 2022, the notes bore interest at 6 % per annum and increased to 12 % on January 1, 2023 when all of the Series 1-1 notes went into default. Convertible notes issued during year ended December 31, 2022 Series 1-2 On April 5, 2022, the Company issued a convertible note with total principal amount and cash proceeds of $ 100,000 . The convertible note accrued interest at an annual rate of 6 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 12 %. The convertible note matured on December 31, 2022. For the years ended December 31, 2022, and 2023, the Company recorded interest expense of $ 4,456 and $ 18,000 respectively, in the consolidated statements of operations. F- 19 Series 2 Convertible notes issued during year ended December 31, 2022 Series 2-1 On January 5, 2022, the Company issued a convertible note with a principal amount and cash proceeds of $ 250,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15 %. The convertible note matured on April 5, 2022. As of December 31, 2022, the discount was fully amortized. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 6,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.021 per share at any time until July 1, 2024. The fair value of the warrants of $ 80,221 was separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the year ended December 31, 2022, the Company recognized full amortization expense of $ 80,221 in the consolidated statements of operations. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 57,411 and $ 67,501 respectively, in the consolidated statements of operations. Series 2-2 On January 5, 2022, the Company issued a convertible note with a principal amount of $ 25,000 for cash proceeds of $ 25,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15 %. The convertible note matured on August 5, 2022. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 600,000 shares of the Company’s Common Stock at an exercise price of $ 0.021 per share at any time until July 1, 2024. The fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the year ended December 31, 2022, the Company recognized full amortization expense of $ 7,801 in the consolidated statements of operations. The note was fully paid during the year ended December 31, 2022. For the years ended December 31, 2022, the Company recorded interest expense of $ 1,036 in the consolidated statements of operations. Series 2-3 On January 15, 2022, the Company issued a convertible note with a principal amount of $ 50,000 for cash proceeds of $ 50,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15 %. The convertible note matured on April 5, 2022. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants that entitle the holder to purchase 1,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.020 per share at any time until February 5, 2024. The fair value of the warrants of $ 16,044 was separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the year ended December 31, 2022, the Company recognized full amortization expense of $ 16,044 in the consolidated statements of operations. The note was fully paid during year ended December 31, 2022. For the years ended December 31, 2022, the Company recorded interest expense of $ 11,039 in the consolidated statements of operations. Convertible notes issued during year ended December 31, 2023 Series 2-4 On January 10, 2023, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on January 10, 2024. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants that entitle the holder to purchase 20,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.020 per share at any time until January 30, 2030. The fair values of the warrants of $87,675 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. F- 20 For the year ended December 31, 2023, the Company recognized amortization expense of $ 86,137 in the consolidated statements of operations and the unamortized discount was $ 11,538 as of December 31, 2023. For the year ended December 31, 2023, the Company recorded interest expense of $ 18,372 in the consolidated statements of operations. Series 2-5 On January 10, 2023, the Company issued a convertible note with a principal amount and cash proceeds of $ 110,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 22 %. The convertible note matured on January 10, 2024. The note is in default. For the year ended December 31, 2023, the Company recorded interest expense of $ 13,924 in the consolidated statements of operations. F- 21 Series 3 Convertible notes issued during year ended December 31, 2022 Series 3-1 On February 11, 2022, the Company issued a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 . The convertible note accrued interest at an annual rate of 11.25 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on February 11, 2023. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 1,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.10 per share at any time until February 11, 2027. The fair values of the warrants of $22,568 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 12,500 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. On October 25, 2022, the noteholder converted $ 67,000 of note principal and $ 13,004 of accrued interest into 4,000,216 shares of the Company’s common stock. The fair value of the common shares issued determined using the market quote approximated the amounts of converted principal and interest and allocated into par value of $ 4,000 and additional paid-in capital of $ 76,004 respectively. F- 22 For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 32,919 and $ 2,149 in the consolidated statements of operations. The discount was fully amortized on December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 13,731 and $ 30,635 in the consolidated statements of operations. Series 3-2 On February 11, 2022, the Company issued a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 . The convertible note accrued interest at an annual rate of 11 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 15 %. The convertible note matured on February 18, 2023. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 1,250,000 shares of the Company’s Common Stock at an exercise price of $ 0.10 per share at any time until February 11, 2027. The fair values of the warrants of $22,568 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 12,500 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 30,971 and $ 4,097 in the consolidated statements of operations. The discount was fully amortized on December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 13,731 and $ 42,235 in the consolidated statements of operations. Series 4 Convertible notes issued during year ended December 31, 2022 Series 4-1 On May 5, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on May 5, 2023. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5, 2029. The fair values of the warrants of $54,495 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. F- 23 The issuance of the convertible note resulted in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 36,453 and $ 28,042 in the consolidated statements of operations. The discount was fully amortized at December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 8,715 and $ 29,111 in the consolidated statements of operations. Series 4-2 On June 24, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on May 5, 2023. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until June 24, 2029. The fair values of the warrants of $54,111 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 31,875 and $ 32,236 in the consolidated statements of operations. The discount was fully amortized at December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 6,907 and $ 29,111 in the consolidated statements of operations. Series 5 Convertible notes issued during year ended December 31, 2022 Series 5-1 On May 5, 2022, the Company issued a convertible note with a principal amount of $ 82,500 for cash proceeds of $ 75,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on May 5, 2023. F- 24 In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 3,750,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5, 2029. The fair values of the warrants of $40,872 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 7,500 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 27,340 and $ 21,032 in the consolidated statements of operations. The discount was fully amortized at December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 6,538 and $ 21,839 in the consolidated statements of operations. Series 5-2 On May 5, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 . The convertible note accrued interest at an annual rate of 11 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on May 5, 2023. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5, 2029. The fair values of the warrants of $54,495 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 10,000 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 36,453 and $ 28,042 in the consolidated statements of operations. The discount was fully amortized at December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 8,170 and $ 28,286 in the consolidated statements of operations. Series 5-3 On October 14, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 110,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on February 23, 2023. F- 25 In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5, 2029. The fair value of the warrants of $51,262 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 25,837 and $ 25,425 in the consolidated statements of operations. The discount was fully amortized at December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 2,821 and $ 29,611 in the consolidated statements of operations. Series 5-4 On December 15, 2022, the Company issued a convertible note with a principal amount of $ 220,000 for cash proceeds of $ 200,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on January 10, 2024. In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants") that entitle the holder to purchase 10,000,000 shares of the Company’s Common Stock at an exercise price of $ 0.02 per share at any time until May 5, 2029. The fair values of the warrants of $73,111 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital. The issuance of the convertible note resulted in an original issuance discount of $ 20,000 , calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were being amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 2,926 and $ 87,420 in the consolidated statements of operations and the unamortized discount was $ 2,765 as of December 31, 2023. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ 1,230 and $ 26,399 in the consolidated statements of operations. Convertible notes issued during year ended December 31, 2023 Series 5-5 On February 2, 2023, the Company issued a convertible note with a principal amount of $ 20,000 for cash proceeds of $ 20,000 . The convertible note accrued interest at an annual rate of 12 %. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22 %. The convertible note matured on December 31, 2023. F- 26 For the years ended December 31, 2023, the Company recorded interest expense of $ 2,190 in the consolidated statements of operations. Series 6 Convertible notes issued during year ended December 31, 2022 Series 6-1 On September 16, 2022, the Company issued a convertible note with a principal amount of $ 55,000 for cash proceeds of $ 50,000 . The convertible note accrued interest at an annual rate of 6 % starting from January 1, 2023. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 12 %. The convertible note matured on September 16, 2023. The original issuance discount of $ 5,000 and the fair value of the embedded conversion feature were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method. For the years ended December 31, 2022 and 2023, the Company recognized amortization expense of $ 1,395 and $ 3,605 in the consolidated statements of operations. For the years ended December 31, 2022 and 2023, the Company recorded interest expense of $ Nil and $ 6,601 in the consolidated statements of operations. F- 27 Senior Secured Notes On February 17, 2021, the Company 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 the Company’s Common Stock and Preferred Stock (the “Pledged Assets”). In connection with the issuance of the Notes, the Company also issued 192,073,016 number of common share purchase warrants (the "Warrants") and 1,000 Preferred Series F Shares to the investors (Note 14). The Notes would mature on February 17, 2024, unless earlier converted, and accrue interest at a rate of 11 % per annum, subject to increase to 20 % per annum upon the occurrence of an event of default. Interest is payable in cash on a quarterly basis, commencing on March 31, 2021. Conversion Feature The Notes contain conversion features that allow the Investors to convert the Notes and unpaid interests into shares of the Company’s common stock. The conversion price is subject to the following: The conversion price on any conversion date will be the lower of (1) $50,000,000 divided by the total number of outstanding shares of preferred stock, common stock, and common stock equivalents (assuming full conversion or exercise of all securities convertible into or exercisable for equity), or (2) $1.00. Upon an event of default, the conversion price will be the lower of (1) 75% of the average VWAP of the Company’s common stock over the five (5) trading days immediately preceding the conversion date, or (2) $0.015 per share. On September 24, 2021, the Notes were amended to change the conversion price to $ 0.02 . F- 28 Warrants The Warrants entitle the Investors to purchase shares of the Company’s common stock. At the inception of the agreement, the exercise price of the Warrants was calculated as 125 % of the base price, where the base price was determined by dividing $50,000,000 by the total number of outstanding shares of preferred stock, common stock, and common stock equivalents (assuming the full conversion or exercise of all outstanding securities that are convertible into or exercisable for equity securities of the Company). The exercise price is subject to adjustment as provided in the Warrant agreement and may be paid on a cashless basis. On September 24, 2021, the exercise price of the Warrants was amended to $ 0.025 . The Company evaluated the conversion feature and warrants in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Initially, the conversion features and warrants were determined to be derivative liabilities. However, as the Company’s common stock is quoted on the OTC Expert Market, which lacks sufficient trading volume and transparency, management determined that reliable market inputs necessary to support a fair value measurement were not available. As a result, the fair value of the embedded conversion features was assessed to be nil. The fair values of the warrants of $3,464,529 were separated from the note and accounted for as a reduction of the carrying amount of the note with a recognition of derivative liabilities (Note 8). On September 24, 2021, upon the amendment of the exercise price of the warrants to a fixed price, the Company re-evaluated the amended terms in accordance with ASC 815-40 Contracts In Entity’s Own Equity, derecognized the derivative liabilities related to those warrants, and recognized the Warrants in equity (“End of derivative warrants treatment”). The issuance of the Notes resulted in an original issuance discount of $ 1,500,000 . Additionally, the fair value of the Preferred Series F Shares issued in connection with the Notes issuance and the derivative liabilities recognized were $32,229 and $3,464,529 respectively. These amounts totalling $4,996,758 was recorded as a discount to the face value of the Notes. The discount is being amortized to consolidated statements of operations over the term of the notes using the effective interest method. On February 1, 2023, pursuant to an agreement with the lender of the Company’s senior secured notes, Sovryn was sold to the lender. The net assets of Sovryn at the time of disposition totalled $ 9,159,907 , which was used to partially settle the principal balance of the senior secured notes, which totalled $ 16,500,000 . The transaction was accounted for as a non-cash settlement. (Note 15) Schedule of senior secured notes issued Total $ Face value of senior secured notes issued 16,500,000 Debt discount ( 4,996,758 ) Day 1 value of senior secured notes issued (Restated) (Note 2) 13,035,471 Amortization expenses 1,262,697 Balance at December 31, 2021 12,765,939 Amortization expenses 1,631,127 Balance at December 31, 2022 (Restated) (Note 2) 14,397,066 Partial settlement of principal (Note 15) (9,159,907 ) Amortization expenses 1,987,011 Balance at December 31, 2023 7,224,170 The Company recorded interest expenses of $ 1,623,606 and $ 3,303,248 for the years ended December 31, 2023 and 2022, respectively. The Company recorded discount amortization expenses of $ 1,987,011 and $ 1,631,127 , respectively for the years ended December 31, 2023 and 2022. F- 29 Note 13 Related Party The Company 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, to provide oversight of marketing and communications services. The agreement commenced March 1, 2021 and ended on July 31, 2021. We paid Zenna Consulting $ Nil 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. Using Black-Scholes, we estimated the value such warrant to be approximately $ 7,641 . 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. Falcone, is the trustee of the FFO2 2021 Irrevocable Trust and Ms. Falcone has shared voting and dispositive power. 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. In 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. Mr. Falcone is the managing member of GreenRock LLC and was our Chief Executive Officer at the time. As of December 31, 2021, an aggregate of $709,260 was owed to us for the loans we made to GreenRock LLC. Subsequent to the year ended December 31, 2021, GreenRock LLC paid back all the $709,259 owing at December 31, 2021 through an offset of a bonus payable to GreenRock LLC and cash repayments. Effective January 1, 2022, we entered into another management consulting agreement with GreenRock LLC, 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 the years ended December 31, 2023 and 2022, we paid GreenRock LLC $ 35,000 and $ 420,000 in fees, respectively. Mr. Falcone is the managing member of GreenRock LLC and was our former Chief Executive Officer until November 2023. We paid GreenRock LLC bonuses of $ Nil and $ 505,972 for the years ended December 31, 2023 and 2022. Note 14 Stockholders’ Deficiency Preferred Stock As of December 31, 2023 and 2022, 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 48,460,905 remain available for designation and issuance. Series A Preferred Stock and Series B Preferred Stock On July 28, 2020, the Company filed a certificate of designations of Series A Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 100,000 shares of the Company’s shares of Preferred Stock as Series A Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series A Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 100 per share. Holders of the Series A Preferred Stock are entitled to vote on all matters submitted to the Company’s shareholders, with their voting power equivalent to the number of Common Stock shares they would hold if their preferred stock were converted. This voting right can be exercised through written consent or proxy . F- 30 The Series A Preferred Stock does not have redemption rights. The Series A Preferred Stock, with respect to the payment of dividends and payments upon the liquidation of the Company, ranks senior to all capital stock of the Company. The Series A Preferred Stockholders is entitled to receive cumulative quarterly dividends, payable in additional Series A Preferred Stock, at an annual rate of 3% of the Stated Value, when declared by the Board. The Board did not declare dividend since issuance of the Series A Preferred Shares. The Series A Preferred Stock is convertible by the holder into 3,420 shares of the Company’s Common Stock at any time after issuance. For the 24 months following issuance, the conversion ratio will be adjusted if the Company issues Common Stock (or related securities) that causes the total fully diluted Common Stock outstanding to exceed 360,000,000 shares. The adjusted conversion ratio will be calculated based on the total fully diluted shares after such issuance divided by 360,000,000 , multiplied by the current conversion ratio. In the event of a liquidation, dissolution, or winding up of the Company, or a Sale (defined as a sale of the majority of assets or certain mergers/consolidations), holders of Series A Preferred Stock are entitled to receive, prior to any distribution to junior securities, an amount equal to the Stated Value plus all accrued and unpaid dividends. If the Company’s assets are insufficient to pay this full amount, the remaining assets will be distributed proportionally among the Series A Preferred stockholders. The Company will provide at least 45 days' written notice of any such Liquidation. On July 28, 2020, the Company filed a certificate of designations of Series B Super Voting Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 100 shares of the Company’s shares of Preferred Stock as Series B Super Voting Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series B Preferred Stock has a par value of $ 0.001 per share. The shares of Series B Super Voting Preferred Stock will carry a number of votes equal to 51% (representing majority voting power) of all voting shares of every class, including 51% of all of the issued and outstanding shares of common stock on the date of any shareholder vote, such that the holders of Super Voting Preferred Stock shall always possess the majority of voting rights, and shall always out vote all holders of Common Stock. The Series B Preferred Stock does not have redemption rights. The Series B Preferred Stock will not be entitled to dividends unless the Corporation pays cash dividends or dividends in other property to holders of outstanding shares of Common Stock. There is no mandatory conversion of Series B Super Voting Preferred Stock into Common Stock. 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 Mr. Falcone (our director and CEO) is the trustee and has the voting and dispositive power. The 100 shares of Series B Preferred are included in the collateral for the Investor Notes. F- 31 In July 2020, pursuant to an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC, the Company issued 92,999 shares of Series A Preferred Stock and 100 shares of Series B Preferred Stock. The fair values of the Series A and Series B Preferred Stock issued were $ 216,150 and $ 47,553 , respectively, and were determined using a discounted cash flow method. The Company recognized an intangible asset as a result of this share issuance. The Company accounted for its Series A Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument. This embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated statements of operations at each reporting period end. Upon the issuance of the Series A Preferred Stock, the Company recognized derivative liabilities of $58,545. For the year ended December 31, 2020, a gain of $20,657 resulting from the change in the fair value of these derivative liabilities was recognized in the consolidated statements of operations (Note 8). The Series B Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. The fair value of the Series B Preferred Stock was allocated to par value of $Nil and additional paid-in capital of $ 47,553 . On February 16, 2021, the Company extinguished all outstanding shares of its Series A Preferred Stock. In exchange, the former holders received one-year options to purchase up to 300,000 shares of the Company’s then wholly-owned subsidiary, CZJ License, Inc., at an exercise price of $10 per share. The fair value of the options issued was $21,465 and was included in additional paid-in capital. This transaction resulted in the derecognition of both the derivative liabilities and the Series A Preferred Stock. The difference between the combined carrying value of the derecognized derivative liabilities and Series A Preferred Stock and the $21,465 fair value of the options issued resulted in a gain on extinguishment of $194,685, which was recognized in the consolidated statements of operations for the year ended December 31, 2021. Separately, a loss of $20,657 resulting from the change in fair value of the derivative liabilities was recorded in the consolidated statements of operations for the year ended December 31, 2021 (Note 8). The options issued expired without exercise. The number of Series A Preferred Stock issued and outstanding as of December 31, 2023 and 2022 was Nil . The number of Series B Preferred Stock issued and outstanding as of December 31, 2023 and 2022 was 100 . Series C Preferred Stock On February 11, 2021, the Company filed a certificate of designations of Series C Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 10,000 shares of the Company’s shares of Preferred Stock as Series C Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series C Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 100 per share. Holders of the Series C Preferred Stock are entitled to vote on all matters submitted to the Company's shareholders, with their voting power equivalent to the number of Common Stock shares they would hold if their preferred stock were converted. This voting right can be exercised through written consent or proxy. The Series C Preferred Stock does not have redemption rights. The Series C Preferred Stockholders are entitled to receive cumulative quarterly dividends, payable in additional Series A Preferred Stock, at an annual rate of 2% of the Stated Value, when declared by the Board. The Board did not declare dividend since issuance of the Series A Preferred Shares. The Company accounted for its Series C Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was concluded to qualify for derivatives. The Company did not issue Series C Preferred Stock. As at December 31, 2023 and 2022, no shares of Series C Preferred Stock are outstanding. F- 32 Series D Preferred Stock On March 26, 2021, the Company filed a certificate of designations of Series D Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 230,000 shares of the Company’s shares of Preferred Stock as Series D Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series C Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 3.32 per share. The Series D Preferred Stock has no voting rights. The Series D Preferred Stock does not have redemption rights. The Series D are ranked equally 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. The Series D Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare a dividend since the issuance of the Series D Preferred Shares. Each share of Series D Preferred Stock may be converted into 1,000 common shares, subject to a 4.99 % conversion limitation, which may be increased to a maximum of 9.99% by a holder by written notice to the Company. The Series D Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. During the year ended December 31, 2021, the Company issued 230,000 shares of Series D Preferred Stock to settle several notes payable and accrued interest . The fair value of the Series D Preferred Stock issued was determined to be $ 1,006,035 by using debt-based valuation method, which was allocated to par value of $230 and additional paid-in capital of $1,005,805. During the year ended December 31, 2021, 75,000 shares of the Company’s Series D Preferred Stock were converted into 75,000,00 0 shares of its Common Stock. As of December 31, 2023 and 2022, 155,000 shares of Series D Preferred Stock remain unconverted and outstanding. Series E Preferred Stock and Series E-1 Preferred Stock On March 26, 2021, the Company filed a certificate of designations of Series E Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 1,000 shares of the Company’s shares of Preferred Stock as Series E Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 1,000 per share. The Series E are ranked equally with the Series D Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock. Each Holder of Series E Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E Preferred Stock would represent on the voting record date, and shall otherwise have the same voting rights as Common Stock . The Series E Preferred Stock does not have redemption rights. The Series E Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividend since issuance of the Series E Preferred Shares. F- 33 The Company accounted for its Series E Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument. The original embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated statements of operations at each reporting period end. Upon the issuance of the Series E Preferred Stock, the Company recognized derivative liabilities of $744. Subsequent to the issuance date, the Company evaluated an amendment to the conversion rate and determined that the amended conversion feature did not result in the recognition of a new derivative liability or a significant modification requiring remeasurement under ASC 815. On September 16, 2021, the Company filed a certificate of designations of Series E-1 Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 1,152,500 shares of the Company’s shares of Preferred Stock as Series E-1 Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $0.001per share and a stated value of $ 0.87 per share. The Series E-1 are ranked equally with the Series D Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock. Each Holder of Series E-1 Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E-1 Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock. The Series E-1 Preferred Stock does not have redemption rights. The Series E-1 Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividend since issuance of the Series E-1 Preferred Shares. The holder of the Series E-1 Preferred Stock may convert Series E-1 Preferred Shares into Common Stock at conversion rate of 1:1,000. The Series E-1 Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. The fair value of the Series E-1 Preferred Stock was allocated to par value of $1 and additional paid-in capital of $386,220. On October 11, 2021, 1,000 shares of Series E Preferred Stock 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 $ 386,221 value as was assigned to the 1,000 shares of Series E Preferred Stock. Upon the exchange of the Series E Preferred Stock for Series E-1 Preferred Stock, the Company derecognized the related derivative liabilities during year ended December 31, 2021. As at December 31, 2023 and 2022, no shares of Series E Preferred Stock are outstanding. As of December 31, 2023 and 2022, 1,152,000 shares of Series E-1 Preferred Stock are outstanding. Series F Preferred Stock During year ended December 31, 2021, the Company filed a certificate of designations of Series F Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 1,000 shares of the Company’s shares of Preferred Stock as Series F Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $ 0.001 per share and a stated value of $1.00 per share. 1,000 shares of Series F Preferred Stock were issued along with the Senior Secured Notes (Note 12) The Series F Preferred Stock are ranked equally with the Series D Preferred Stock and the Series E Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock. Each Holder of Series F Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series F Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock. The Series F Preferred Stock does not have redemption rights. The Series F Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividends since the issuance of the Series F Preferred Shares. The Company accounted for its Series F Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The fair value of the Series F Preferred Stock issued was determined to be $ 32,229 by using fully-diluted method, which was allocated to par value of $Nil and additional paid-in capital of $ 32,229 . 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, 2023 and 2022, no shares of Series F Preferred Stock are outstanding. Series G Preferred Stock On March 26, 2021, the Company filed a certificate of designations of Series G Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 3,000 shares of the Company’s shares of Preferred Stock as Series G Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value of $ 1,000 per share. On August 18, 2021, the Company filed an amendment of certificate of designations and changed the designed number of Series G Convertible Preferred Stock from 3,000 to 4,600 . The Series G are ranked equally with the Series D Preferred Stock and the Series E Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock. Each Holder of Series G Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock. The Series G Preferred Stock does not have redemption rights. The Series G Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividend since issuance of the Series G Preferred Shares. During year ended December 31, 2021, the Company received $ 4,600,000 in subscriptions pursuant to the issuance of 4,600 of shares Series G Preferred Stock. The proceeds received was allocated into par value and additional paid-in capital of $5 and $4,599,995, respectively. On November 2, 2021, all the 4,600 shares of Series G Preferred Stock were converted into 255,555,556 shares of the Company’s Common Stock with a conversion price of $0.018 (Note 8). Upon conversion, the amount previously allocated into Series G par value of $5 was reclassified from Series G Preferred Stock to Common Stock’s par value with an additional increase of $255,551 in Common Stock’s par value and a decrease of 250,956 in additional paid-in capital . The Company accounted for its Series G Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument. The original embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated statements of operations at each reporting period end. Upon the issuance of the Series G Preferred Stock, the Company recognized derivative liabilities of $354,000. Subsequent to the issuance date, the Company evaluated an amendment to the conversion rate and determined that the amended conversion feature did not result in the recognition of a new derivative liability or a significant modification requiring remeasurement under ASC 815. Upon conversion to common stock, the abovementioned derivative liabilities were derecognized during the year ended December 31, 2021. At December 31, 2023 and 2022, no shares of Series G Preferred Stock were outstanding. F- 34 Series H Preferred Stock On November 5, 2021, the Company filed a certificate of designations of Series H Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 39,895 shares of the Company’s shares of Preferred Stock as Series H Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series H Preferred Stock has a par value of $ 0.001 per share and a stated value of $ 1.00 per share. Each Holder of Series H Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock. The Series H Preferred Stock does not have redemption rights. The Series H Preferred Stockholders are entitled to receive dividends when declared by the Board. The Board did not declare dividends since the issuance of the Series H Preferred Shares. The Series H Preferred Stock allowed holders to convert into common stock by a conversion ratio of 1:1,000. On November 11, 2021, pursuant to an exchange agreement that we entered into with the Investors, 39,895,000 shares of Common Stock held by the Investors were exchanged for 39,895 shares of Series H Preferred Stock and the Company cancelled the 39,895,000 shares of common stock. The Company valued the 39,895,000 shares and 39,895 shares of Series H Preferred Stock at $ 3,989,500 . Upon exchange, $40 was reclassified from the amount previously allocated into Common Stock par value into Series H Preferred Stock’s par value with the remaining $39,855 reclassified into in additional paid-in capital. At December 31, 2023 and 2022, 39,895 shares of Series H Preferred Stock remain outstanding. Common Stock No issuances of Common Stock occurred in 2023. 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 shares of Common Stock to 6,000,000,000 , from 500,000,000 , which became effective the same day. As of December 31, 2023 and 2022, there were 1,603,095,243 shares outstanding, respectively. F- 35 Warrants We issued warrants issued as loan incentives and valued the warrants on their respective grant dates using the Black-Scholes option pricing model. Warrant values per share ranged from $0.023 to $0.002. For the year ended December 31, 2023, a summary of our warrant activity is as follows: Summary of our warrant activity is as follows Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Weighted- Average Grant- Date Fair Value Outstanding and exercisable at December 31, 2022 234,423,017 $ 0.021 4.45 $ 3,966,694 Issued 20,000,000 0.020 6.03 87,675 Exercised — — — — Expired ( 500,000 ) — — — Outstanding and exercisable at December 31, 2023 253,923,017 $ 0.021 4.59 $ 3,963,981 F- 36 For the year ended December 31, 2022, a summary of our warrant activity is as follows: Number of Warrants Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Weighted- Average Grant- Date Fair Value Outstanding and exercisable at January 1, 2022 192,573,017 $ 0.020 4.37 $ 3,473,660 Issued 41,850,000 $ 0.024 4.83 513,700 Exercised — — — — Expired — — — — Outstanding and exercisable at December 31, 2022 234,423,017 $ 0.021 4.45 $ 3,966,964 In determining the fair value of these equity-classified features, the Company considered the fact that its common stock is quoted on the OTC Expert Market, where trading volume is minimal and pricing is not reliably observable. Due to the absence of active market inputs, the Company determined that a quoted market price could not be used to value the conversion features. Instead, the Company referred to the most recent observable transaction price from a private placement conducted in 2021, in which it issued 4,600 shares of Series G Preferred Stock for total proceeds of $ 4,600,000 . On November 2, 2021, these preferred shares were converted into 255,555,556 shares of common stock, implying an effective per-share price of $ 0.018 . The Company used this price as the best available input to support the fair value assessment. Note 15 Discontinued Operations In the fourth quarter of 2022, management determined that Sovryn’s television broadcast business was not an efficient use of resources in light of the Company’s strategic focus on developing and launching its core business, BCTV. As a result, management initiated a plan to exit the Sovryn business and reallocate resources toward BCTV, including repayment of senior debt associated with the acquisition and operation of Sovryn. Accordingly, the operations of Sovryn have been classified as a discontinued operation in the accompanying consolidated financial statements for the years ended December 31, 2023 and 2022, in accordance with ASC 205-20. On February 1, 2023, pursuant to an agreement with the lender of the Company’s senior secured notes, Sovryn was sold to the lender. The net assets of Sovryn at the time of disposition totalled $ 9,159,907 , which was used to partially settle the principal balance of the senior secured notes, which totalled $16,500,000. The transaction was accounted for as a non-cash settlement. Sovryn’s operating results prior to disposition, as well as any related expenses, were recorded as part of the net loss from discontinued operations and included in the consolidated statements of operations. The following is a summary of Sovryn for the years ended December 31, 2023 and 2022: Schedule of Previous Year Assets Liabilities and Expenses December 31, 2023 December 31, 2022 (Restated) (Note 2) Assets Current assets $ — $ 26,407 Accounts receivable, net — 97,730 Prepaid expenses — 2,194 Property, equipment and right-of-use assets — 1,440,938 Intangible assets — 10,159,063 Total Asset — 11,726,332 Liabilities Accounts payable and accrued liabilities — 1,118,174 Lease liability obligations — 1,464,728 Total Liabilities — 2,582,902 Revenues 163,620 1,920,612 General and administrative expense ( 9,170 ) ( 572,534 ) Television operation expense — ( 344,260 ) Amortization expense — ( 323,474 ) Professional fees ( 163,473 ) ( 1,178,043 ) Finance costs ( 686 ) ( 175,696 ) Gain on partial settlement of senior secured notes (Note 12) 9,159,907 — Loss on disposition of subsidiary ( 9,159,907 ) — Impairment loss on long-lived assets — ( 3,008,013 ) Income tax expense — — Loss from discontinued operations $ ( 9,709 ) $ ( 3,681,408 ) F- 37 Note 16 Income Taxes Income tax recovery differs from that which would be expected from applying the effective tax rates to the net loss as follows: Schedule of Income Tax Expense December 31, December 31, 2023 2022 (Restated) (Note 2) Net loss for the year $ ( 5,301,298 ) $ ( 12,909,394 ) Statutory and effective tax rates 21.0 % 21.0 % Income taxes expenses (recovery) at the effective rate $ ( 1,113,273 ) $ ( 2,710,973 ) Effect of change in tax rates — — Permanent differences — — Valuation allowance 1,113,273 2,710,973 Income tax expense and income tax liability $ — $ — As at December 31, 2023 and 2022 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. Schedule of Deferred Income Tax Asset December 31, December 31, 2023 2022 (Restated) (Note 2) Tax loss carried forward $ 29,760,000 $ 24,450,000 Deferred tax assets $ 1,113,273 $ 2,710,973 Valuation allowance ( 1,113,273 ) ( 2,710,973 ) Deferred taxes recognized $ — $ — We have incurred cumulative net losses in excess of $29 million since inception and we not previously filed U.S. corporate income tax returns. Management estimates that we have no income tax liability. Based on our lack of profitability, management has not recognized net deferred tax assets for past losses. F- 38 Note 17 Commitments On February 18, 2024, Agile Capital Funding LLC (“Agile”) filed a Confession of Judgment executed by Philip Falcone with the Supreme Court of the State of New York County of New York that affirmed that the Company owes Agile for funds received on January 30, 2023, less funds the Company subsequently repaid, and for accrued interest and collection fees, which Agile determined to be $190,444 as of February 18, 2024. To date, the liability for the judgment has not been satisfied. Our principal executive office, at which minimal operations are conducted and which we do not own or lease, is located at 2500 Westchester Avenue, Suite 401, Purchase, New York. We do not have an employment agreement with our Chief Executive Officer. Note 18 Subsequent Events Subsequent to December 31, 2023, no repayments have been made for promissory notes, convertible notes, senior secured notes and associated interest. F- 39 Item 9. 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 August 1, 2024, is SRCO Professional Corporation, Park Place Corporate Centre, 15 Wertheim Court, Suite 409, Richmond Hill, Ontario, Canada L4B 3H7. From May 21, 2024 to date, our independent registered public accounting firm is SRCO Professional Corporation (“SRCO”). With respect to the fiscal years ended December 31, 2022 and December 31, 2023, respectively, and the subsequent interim period to date, there were no disagreements between SRCO 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 SRCO, would have caused SRCO to make reference to the subject matter of the disagreement in their reports on our consolidated financial statements for such years. From March 27, 2022 to May 20, 2024, our independent registered public accounting firm was BF Borgers CPA PC, 5400 W Cedar Ave, Lakewood, CO 80226. Our Board of Directors dismissed BF Borgers CPA PC. During the fiscal years ended December 31, 2021 and December 31, 2022, respectively, and the subsequent interim period through September 30, 2023, there were no disagreements between BF Borgers CPA PC 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 BF Borgers CPA PC , would have caused BF Borgers CPA PC to make reference to the subject matter of the disagreement in their reports on our consolidated financial statements for such years. From January 31, 2009 to March 27, 2022, our independent registered public accounting firm was K. R. 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.