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Item 7. Management’s Discussion and Analysis

2025-10-30 compared with 2025-08-22 · 89 added, 167 removed, 50 unchanged (84% of the section changed)

7 unchanged sentences

OF OPERATIONS

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

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

be necessary should we be unable to continue in operation.

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

operating requirements.

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

Our consolidated financial statements included

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

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

continue in operation.

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

raise additional capital through, among other things, the sale of stock or debt securities and further implement our business plan.

Ended December 31, 2024 and December 31, 2023

and administrative expenses

General and administrative expenses decreased

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

The decrease was primarily

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

Professional fees decreased to $140,434

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

The decrease was primarily as a result

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

Bad Debt Expense

Bad debt expense decreased to $Nil for the

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

We transferred all accounts receivable to the

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

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

primarily from Top Dog Productions Inc.

and ZA Group Inc.

as uncollectible and incurred bad debt expense.

Loss from Impairment of Long-Lived Assets

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

2023 and 2022, respectively.

In 2022, our intangible assets primarily consisted of our domain names and access to a third-party

streaming platform for our BCTV business, which are considered indefinite-lived intangible assets that are not amortized but instead

are tested at least annually for impairment.

Based on management’s assessment of the lack of revenue to date and the prospects

for future revenues using the intangible assets, we fully impaired the assets and recognized an impairment charge of $197,427

in the year ended December 31, 2022.

Amortization expense and interest expense

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

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

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

Discontinued Operations

Our loss from discontinued operations was

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

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

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

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

December 31, 2023 and 2022.

and administrative expenses decreased to $54,063 for the year ended December 31, 2024, from $426,757 for the year ended December

The decrease was primarily because of the expenses necessary to process our SEC filings and transfer Sovryn to the Investors.

fees increased to $248,101 for the year ended December 31, 2024, from $140,434 for the year ended December 31, 2023.

was primarily because of the professional fees necessary to prepare and audit our financial statements, file our Annual Report

on Form 10-K and the expenses for the transfer of Sovryn to the Investors that resulted in a $9,159,907 reduction in principal

on the senior secured notes on February 1, 2023.

expense and interest expense

Total amortization expense and interest expense decreased to $2,498,385 for the year ended December 31,

2024, from $4,724,398for the year ended December 31, 2023.

Amortization expense is derived from discounts recognized when we issued

debt and then amortized the discount over the terms of the debt.

Most of our debt matured in 2023 and the discounts were fully

amortized in 2023.

In 2024, we amortized all the remaining debt discounts.

loss from discontinued operations was $Nil for the year ended December 31, 2024 as compared to a loss of $9,709 for the year ended

December 31, 2023.

Effective February 1, 2023, we entered into an agreement with a lender in which we exchanged our ownership

of the assets associated with Sovryn’s broadcast television business in exchange for a $9,159,907 reduction in our obligation

for the senior secured notes.

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

operations for the year ended December 31, 2023.

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

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

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

The decrease was primarily the result of decreases

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

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

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

The net loss from discontinued

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

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

loss decreased to $2,800,549 for the year ended December 31, 2024, from $5,301,298 for the year ended December 31, 2023.

decrease was primarily the result of decreases in amortized interest expense and general and administrative expenses.

loss from continuing operations per basic and diluted share was $0.0017 and $0.0033, respectively, with basic and diluted

weighted averages shares outstanding of 1,603,095,243 for the respective periods.

The net loss from discontinued operations

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

outstanding of 1,603,095,243 for the respective periods.

and Capital Resources

and Working Capital

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

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

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

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

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

For the year ended December 31, 2023,

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

at December 31, 2024, we had $Nil in cash and a $20,386,295 working capital deficit, compared to cash of $Nil and working capital

deficit of $17,585,746 as at December 31, 2023.

The increase in the working capital deficit primarily resulted from the transfer

of all Sovryn assets on February 1, 2023 according to the Partial Foreclosure Agreement with the lenders (Investors).

We will require additional capital to meet

our long- and short-term operating requirements.

For the year ended December 31, 2024, our principal source of liquidity was our

cash that we obtained from funds provided by the Investors.

Our principal use of cash was to fund operations.

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

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

Net Cash Used in Continuing Operating

We used $323,288 in cash from continuing

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

during the year ended December 31, 2022.

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

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

Cash Used in Investing Activities

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

We expect that the

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

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

Cash Used in Continuing Operating Activities

We used $394,617 in cash from continuing operating activities for the year ended December 31 2024, compared

to cash used of $323,288 from continuing operating activities during the year ended December 31, 2023.

Cash Provided by Financing Activities

Net cash provided by financing activities

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

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

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

was $394,617 during the year ended December 31, 2024, compared to $363,710 of cash provided by financing activities during the

year ended December 31, 2023.

Cash from Discontinued Operations

For the year ended December 31, 2023, we

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

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

The decrease primarily resulted from the transfer of

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

We used cash of

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

We used cash of $Nil and

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

the year ended December 31, 2024, we used $Nil of cash in discontinued operating activities.

For the year ended December 31, 2023,

we used $40,422 of cash in discontinued operating activities which ceased on February 1, 2023, The decrease resulted from the

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

the fourth quarter of 2022, management at that time determined that Sovryn’s television broadcast business was not an efficient

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As a result, Sovryn is recognized

as a discontinued operation in the accompanying consolidated financial statements.

The previous year’s assets, liabilities

and expenses have been similarly classified for comparative purposes.

The following is a summary of Sovryn for the years ended

December 31, 2023 and 2022:

Current assets

Property, equipment and right-of-use assets

Intangible assets

Accounts payable and accrued liabilities

Lease liability obligations

Total liabilities

General and administrative expense

Television operation expense

Amortization expense

Professional fees

Finance costs

Gain on partial settlement of senior secured notes

Loss on disposition of subsidiary

Impairment loss

Loss from discontinued operations

as a discontinued operation in the accompanying consolidated financial statements for the year ended December 31, 2023.

year’s assets, liabilities and expenses have been similarly classified for comparative purposes.

The following is a summary

of Sovryn for the years ended December 31, 2024 and 2023:

equipment and right-of-use assets

payable and accrued liabilities

liability obligations

and administrative expense

operation expense

on partial settlement of senior secured notes

on disposition of subsidiary

from discontinued operations

of Significant Equipment

5 unchanged sentences

had no contingencies or long-term commitments at December 31, 2024.

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

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

Such consolidated

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

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

independent auditors’ reports accompanying our December 31, 2024 and 2023 financial statements in this Annual Report contain

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

Such consolidated financial

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

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

with Related Parties

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

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

to purchase up to 500,000 shares of our Common Stock at $0.025 per share at any time beginning September 1, 2022 and ending September

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

Stock on March 1, 2022.

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

Canouse in exchange for transferring his

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

Falcone, then our Chief Executive Officer and

Chairman of our Board of Directors.

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

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

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

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

Lisa Falcone, wife of Mr.

Falcone, is the trustee of FFO2 and

Falcone has shared voting and dispositive power.

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

Pledged Assets.

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

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

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

In February 2021, Sovryn entered

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

The agreements expired on

December 31, 2022 and were not renewed.

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

in fees, respectively.

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

Effective January 1, 2022, we entered into

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

Falcone, for a period of one year ending December

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

and performance as our chief executive officer.

In February 2021, Sovryn entered into a consulting agreement with GreenRock LLC

to provide us with chief executive officer services.

The agreements expired on December 31, 2022 and were not renewed.

ended December 31, 2024 and 2023, we incurred fees to GreenRock LLC $Nil and $70,000 respectively.

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

1 unchanged sentence

controlled by the Investors.

In consideration therefor, the Investors agreed to reduce the indebtedness under the Notes by $11,600,000.

In consideration therefore, the Investors agreed to reduce the indebtedness under the Notes by $9,159,907.

On September 21, 2023, the Agent for the Investors delivered to us a notice that the Agent has exercised the Investors’

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Accounting Policies

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

A complete summary of these

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

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

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

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

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

Each of these estimates

is discussed in greater detail in the following discussion.

In connection with the issuance of promissory

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

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

each Warrant.

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

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

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

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

The fair value of the Warrants that represented

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

interest method.

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

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

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

in accordance with ASC 480 and ASC 815.

We evaluated the embedded conversion features

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

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

The fair values of the embedded conversion features of were

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

and an increase to additional paid-in capital.

We follow certain significant accounting

policies when preparing our consolidated financial statements.

A complete summary of these policies is included in Note 3 of the

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

Certain of the policies require management to make

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

In particular, management makes estimates

regarding promissory notes, convertible notes and senior secured notes due to use of discount rates.

Quantitative and Qualitative Disclosures About Market Risk.

2 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis