Madison Technologies Inc. 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 000-51302 MADISON TECHNOLOGIES, INC (Exact name of registrant as specified in its charter) Nevada 85-2151785 (State of Incorporation) (I.R.S. Employer Identification No.) 2500 Westchester Avenue , Suite 401 , Purchase , NY 10577 (Address of principal executive offices) (Zip Code) (212) 257-4193 (Registrant’s telephone number, including area code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Non-accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒ (Do not check if a smaller reporting company) Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of December 23, 2025, 1,603,095,243 shares of the registrant’s Common Stock, $0.001 par value, were issued and outstanding. TABLE OF CONTENTS FORM 10-Q QUARTER ENDED September 30, 2025 Page PART I FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) 3 Condensed Consolidated Interim Balance Sheets at September 30, 2025 (unaudited) and December 31, 2024 (audited) 3 Condensed Consolidated Interim Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited) 4 Condensed Consolidated Interim Statements of Mezzanine Equity and Stockholders’ Deficiency for the nine ended September 30, 2025 and 2024 (unaudited) 5 Condensed Consolidated Interim Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited) 6 Notes to the Condensed Consolidated Interim Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 30 Item 3. Quantitative and Qualitative Disclosures About Market Risk 31 Item 4. Controls and Procedures 31 PART II - OTHER INFORMATION Item 1. Legal Proceedings 33 Item 1A. Risk Factors 33 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 33 Item 3. Defaults Upon Senior Securities 33 Item 4. Mine Safety Disclosures 33 Item 5. Other Information 33 Item 6. Exhibits 34 2 Item 1: Financial Statements. MADISON TECHNOLOGIES INC. CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS AT SEPTEMBER 30, 2025 (Unaudited) AND DECEMBER 31, 2024 (Audited) (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) September 30, 2025 December 31, 2024 ASSETS CURRENT ASSETS Prepaid expense $ 16,389 $ 130,568 Total Assets $ 16,389 $ 130,568 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY CURRENT LIABILITIES Accounts payable and accrued liabilities (Note 4) $ 3,478,591 $ 2,772,924 Loan from a principal shareholder (Note 8) 551,089 394,617 Promissory notes (Note 5) 1,064,834 1,064,834 Convertible notes (Note 6) 2,545,500 2,545,500 Interest payable on senior secured notes (Note 7) 7,496,891 6,398,894 Senior secured notes (Note 7) 7,340,093 7,340,093 Total liabilities 22,476,998 20,516,862 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, No shares issued and outstanding, September 30, 2025 and December 31, 2024, respectively (Note 9) — — Preferred Stock - Series C, $ 0.001 par value; stated value $ 100 per share, 10,000 shares designated, No issued and outstanding, September 30, 2025 and December 31, 2024, respectively (Note 9) — — Total Mezzanine Equity — — STOCKHOLDERS’ DEFICIENCY Preferred Stock - Series B, $ 0.001 par value; 100 shares designated, 100 shares issued and outstanding, September 30, 2025 and December 31, 2024, respectively (Note 9) — — 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, September 30, 2025 and December 31, 2024, respectively (Note 9) 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, September 30, 2025 and December 31, 2024, respectively; (Note 9) — — 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, September 30, 2025 and December 31, 2024, respectively (Note 9) 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, 2024 and 2023, respectively (Note 9) — — Preferred Stock - Series G, $ 0.001 par value; convertible, stated value $ 1,000 per share, 4,600 shares designated, 0 Nil issued and outstanding, September 30, 2025 and December 31, 2024, respectively (Note 9); — — Preferred Stock – Series H, $ 0.001 par value; convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued and outstanding, September 30, 2025 and December 31, 2024, respectively (Note 9) 40 40 Common Stock - $ 0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, September 30, 2025 and December 31, 2024, respectively (Note 9) 1,603,095 1,603,095 Additional Paid in Capital (Note 9) 9,667,389 9,667,389 Accumulated deficit ( 33,732,441 ) ( 31,658,127 ) Total stockholders’ deficiency ( 22,460,609 ) ( 20,386,294 ) Total liabilities, mezzanine equity and stockholders’ deficiency $ 16,389 $ 130,568 See the accompanying notes to the unaudited condensed consolidated interim financial statements 3 MADISON TECHNOLOGIES INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) Three Months Ended Nine Months Ended September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024 Revenues $ — $ — $ — $ — Operating Expenses General and administrative 39,646 2,580 140,668 27,078 Professional fees 1,968 19,125 139,142 209,828 Total operating expenses 41,614 21,705 279,810 236,906 Loss before other expense ( 41,614 ) ( 21,705 ) ( 279,810 ) ( 236,906 ) Other income (expenses) Amortized expense (Notes 5, 6 and 7) — — — ( 130,226 ) Interest expense (Notes 5, 6 and 7) ( 604,741 ) ( 604,741 ) ( 1,794,504 ) ( 1,763,418 ) Total other expense ( 604,741 ) ( 604,741 ) ( 1,794,504 ) ( 1,893,644 ) Loss before income taxes ( 646,355 ) ( 626,446 ) ( 2,074,314 ) ( 2,130,550 ) Income tax expense — — — — Net loss $ ( 646,355 ) $ ( 626,446 ) ( 2,074,314 ) ( 2,130,550 ) Loss per share, basic and diluted $ ( 0.0004 ) $ ( 0.0004 ) ( 0.0013 ) ( 0.0013 ) Weighted average basic and diluted shares outstanding 1,603,095,243 1,603,095,243 1,603,095,243 1,603,095,243 See the accompanying notes to the unaudited condensed consolidated interim financial statements 4 MADISON TECHNOLOGIES INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY FOR THE THREE AND NINE ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) For the Three and Nine Months Ended September 30, 2025 and 2024 (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, 2024 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 31,658,127 ) ( 20,386,295 ) Net loss for the period — — — — — — — ( 2,074,314 ) ( 2,074,314 ) Balance, September 30, 2025 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 33,732,441 ) ( 22,460,609 ) Balance, July 1, 2025 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 33,086,086 ) ( 21,814,254 ) Net loss for the period — — — — — — — ( 646,355 ) ( 646,355 ) Balance, September 30, 2025 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 33,732,441 ) ( 22,460,609 ) Balance, December 31, 2023 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 28,857,578 ) ( 17,585,746 ) Net loss for the period — — — — — — — ( 2,130,550 ) ( 2,130,550 ) Balance, September 30, 2024 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 30,988,128 ) ( 19,716,296 ) Balance, July 1, 2024 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 30,361,682 ) ( 19,089,850 ) Net loss for the period — — — — — — — ( 626,446 ) ( 626,446 ) Balance, September 30, 2024 — — 1,603,095,243 1,603,095 1,347,495 1,348 9,667,389 ( 30,988,128 ) ( 19,716,296 ) See the accompanying notes to the unaudited condensed consolidated interim financial statements 5 MADISON TECHNOLOGIES INC. CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (Unaudited) (Currency expressed in United States Dollars (“US$ or $”), except for number of shares) For the For the Nine Month Ended Nine Month Ended September 30, 2025 September 30, 2024 Cash flows from operating activities: Net loss for the period $ ( 2,074,314 ) $ ( 2,130,550 ) Adjustments to reconcile net loss to cash used in operating activities: Amortized expenses (Notes 5, 6 and 7) — 130,226 Changes in non-cash working capital items: Prepaid expenses 114,179 ( 2,380 ) Accounts payable and accrued liabilities 705,667 681,038 Interest payable on senior secured notes 1,097,997 1,102,019 Net cash used in operating activities ( 156,471 ) ( 219,647 ) Cash flows from investing activities — — Cash flows from financing activities: Loan from a principal shareholder 156,471 219,647 Net cash provided by financing activities 156,471 219,647 Net increase (decrease) in cash — — Cash, beginning of the period — — Cash, end of the period $ — $ — SUPPLEMENTAL DISCLOSURE Interest paid $ — $ — Taxes paid $ — $ — See the accompanying notes to the unaudited condensed consolidated interim financial statements 6 MADISON TECHNOLOGIES, INC. NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS September 30, 2025 (Unaudited) 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 Going Concern The accompanying unaudited condensed consolidated interim 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 period ended September 30, 2025, we generated no revenues from operations, incurred a net loss of $ 2,074,314 (September 30, 2024 - $ 2,130,550 ) and had a working capital deficit of $ 22,460,609 (December 31, 2024 - $ 20,386,294 ). and an accumulated deficit of $ 22,460,609 (December 31, 2024 - $ 20,386,294 ). 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 unaudited condensed consolidated interim 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 unaudited condensed consolidated interim financial statements do not include any adjustments that might be required should we be unable to continue as a going concern. Note 3 Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for interim financial information and the Securities and Exchange Commission (“SEC”) instructions to Form 10-Q and Article 8 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the years ended December 31, 2024 and 2023 and their accompanying notes. The accompanying unaudited condensed consolidated interim financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Company’s fiscal year-end is December 31. The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary. Significant intercompany accounts and transactions have been eliminated. Significant accounting estimates and assumptions The preparation of the unaudited condensed consolidated interim 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 include promissory notes, convertible notes and senior secured notes due to the use of discount rates. ● Fair value of equity classified conversion feature and warrants In determining the fair values of the equity classified conversion feature and warrants pursuant to debt financing transactions, the Company applies a market-based valuation technique using the most recent private placement price 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. 7 ● 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. ● 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 unaudited condensed consolidated interim financial statements include the accounts of our wholly owned subsidiary, Blockchain.tv, Inc., which is dormant has not had operations since its inception. 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. 8 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, interest payable on senior secured notes, promissory notes, convertible notes and senior secured notes. 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 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. 9 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. 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 $ 2,074,314 [2024 - $ 2,130,550 ] from continuing operation by the weighted average number of shares of common stock 1,603,095,243 [2024 - 1,603,095,243 ], outstanding during the respective nine-month periods. Diluted loss per share of common stock is computed similarly to basic loss per share from continuing operations except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive. 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. 10 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. 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. 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 Accounting guidance recently adopted 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 adopted quarterly requirements of this guidance beginning in the first quarter of 2025 and the adoption has no material impact on the unaudited condensed interim consolidated financial statements. New accounting guidance not yet adopted 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. In January 2025, the FASB issued a clarification by ASU 2025-01 Income Statement - Expense Disaggregation Disclosures (Topic 220): A new guidance related to expense disaggregation disclosures. This guidance requires additional disclosure of certain amounts included in the expense captions presented in the Statement of Income as well as disclosures about selling expenses. The new guidance will be effective for us beginning in 2027 on an annual basis and in the first quarter of 2028 on a quarterly basis and may be applied on either a prospective or retrospective basis. Early adoption of the guidance is permitted. The Company is currently evaluating the effect this new guidance will have on our disclosures. The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems. 11 Note 4 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of September 30, 2025 and December 31, 2024 are summarized below: Schedule of Accounts Payable and Accrued Liabilities September 30, 2025 December 31, 2024 Accounts payable $ 493,353 $ 484,193 Accrued expenses 264,922 264,922 Accrued interest 2,720,316 2,023,809 Total $ 3,478,591 $ 2,772,924 Note 5 Promissory Notes During the years ended December 31, 2021, 2022 and 2023, 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 34,028 and $ 34,028 , respectively, in the condensed consolidated interim statements of operations. As of September 30, 2025 and December 31, 2024, $ 500,000 in principal was outstanding. 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. 12 For the three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 10,396 and $ 10,396 , respectively, in the condensed consolidated interim statements of operations. As of September 30, 2025 and December 31, 2024, $ 165,000 in 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 9,452 and $ 9,452 , respectively, in the condensed consolidated interim statements of operations. As of September 30, 2025 and December 31, 2024, $ 150,000 in 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 6,301 and $ 6,301 , respectively, in the condensed consolidated interim statements of operations. As of September 30, 2025 and December 31, 2024, $ 125,000 in principal was outstanding. 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. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 22 %. For the three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 6,846 and $ 6,846 , respectively, in the condensed consolidated interim statements of operations. 13 Note 6 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. 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 September 30, 2025 and December 31, 2024, are as follows: September 30, 2025 December 31, 2024 Series 1 $ 1,050,000 $ 1,050,000 Series 2 470,000 470,000 Series 3 208,000 208,000 Series 4 220,000 220,000 Series 5 542,500 542,500 Series 6 55,000 55,000 Principal outstanding total 2,545,500 2,545,500 Less discount — — Principal outstanding, net $ 2,545,500 $ 2,545,500 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 43,103 and $ 43,103 respectively, in the condensed consolidated interim statements of operations. 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 4,537 and $ 4,537 respectively, in the condensed consolidated interim statements of operations. 14 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 17,104 and $ 17,104 respectively, in the condensed consolidated interim 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. 15 For the three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 9,426 and $ 9,426 , respectively, in the condensed consolidated interim 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 426 and $ 9,426 , respectively, in the condensed consolidated interim statements of operations. 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. 16 For the three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 7,808 and $ 7,808 in the condensed consolidated interim 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 11,523 and $ 11,523 in the condensed consolidated interim 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. 17 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 condensed consolidated interim statements of operations over the term of the convertible note using the effective interest method. For the three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 9,426 and $ 9,426 in the condensed consolidated interim 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 9,426 and $ 9,426 in the condensed consolidated interim 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. 18 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 7,072 and $ 7,072 in the condensed consolidated interim 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 9,218 and $ 9,218 in the condensed consolidated interim 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. 19 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 7,485 and $ 7,485 in the condensed consolidated interim 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 18,854 and $ 18,854 in the condensed consolidated interim 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. For the three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 1,715 and $ 1,715 , respectively, in the condensed consolidated interim statements of operations. 20 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 three months ended September 30, 2025 and 2024, the Company recorded interest expense of $ 1,664 and $ 1,664 in the consolidated statements of operations. Note 7 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 10). 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 . 21 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). 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. 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 11,503,242 Amortization expenses 1,262,697 Balance at December 31, 2021 12,765,939 Amortization expenses 1,631,127 Balance at December 31, 2022 14,397,066 Partial settlement of principal ( 9,159,907 ) Amortization expenses 1,987,011 Balance at December 31, 2023 7,224,170 Amortization expenses 115,923 Balance at December 31, 2024 7,340,093 The Company recorded interest expenses of $ 365,999 and $ 365,999 for the three months ended September 30, 2025 and 2024, respectively. The interest payable on senior secured notes as on September 30, 2025 and December 31, 2024 amounts to $ 7,496,891 and $ 6,398,894 respectively. 22 Note 8 Related Party As at September 30, 2025 and December 31, 2024, respectively, $ 551,089 and $ 394,617 was due to principal shareholder. This amounts were received to support the Company’s working capital requirement, and it is unsecured, non-interest bearing and payable on demand. Note 9 Stockholders’ Deficiency Preferred Stock As of September 30, 2025 and December 31, 2024, the Company is 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. 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. The number of Series A Preferred Stock issued and outstanding as of September 30, 2025 and December 31, 2024 was Nil . 23 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 (the Company’s former director and CEO), to the FFO 1 2021 Irrevocable Trust, a company that Mr. Falcone (the Company’s former 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. 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. 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. The options issued expired without exercise. The number of Series B Preferred Stock issued and outstanding as of September 30, 2025 and December 31, 2024 was 100 . 24 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 September 30, 2025 and December 31, 2024, no shares of Series C Preferred Stock are outstanding. 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 75,000,000 shares of its Common Stock. As of September 30, 2025 and December 31, 2024, 155,000 shares of Series D Preferred Stock remain unconverted and outstanding. 25 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. 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 September 30, 2025 and December 31, 2024, no shares of Series E Preferred Stock are outstanding. As of September 30, 2025 and December 31, 2024, 1,152,000 shares of Series E-1 Preferred Stock are outstanding. 26 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 8) 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 of September 30, 2025 and December 31, 2024, Nil shares of Series F Preferred Stock were issued and 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. 27 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 September 30, 2025 and December 31, 2024, 39,895 shares of Series H Preferred Stock remain outstanding. Common Stock No issuances of Common Stock occurred in the nine months ended September 30, 2025 and year ended December 31, 2024. 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, 2025 and December 31, 2024, there were 1,603,095,243 shares outstanding, respectively. 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 nine months ended September 30, 2025, 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 January 1, 2025 243,323,017 $ 0.021 2.05 $ 1,963,079 Expired ( 10,600,000 ) — — — Outstanding and exercisable at September 30, 2025 243,323,017 $ 0.021 1.30 $ 1,963,079 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. 28 Note 10 Contingency and Commitments On February 17, 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. The filing stated that Sovryn Holdings Inc. (“Sovryn”) and Madison Technologies Inc. (“Madison”) owe Agile an amount of approximately $190,444 as of February 17, 2024, representing funds received on January 30, 2023, net of repayments, together with accrued interest and collection fees. Management has reviewed this matter and concluded that Madison has no obligation arising from this Confession of Judgment. The funds in question were received by Sovryn, which was a subsidiary of Madison at the time and was sold to Arena Group Holdings Inc. in February 2023, including all of Sovryn’s assets and liabilities. Accordingly, management believes that the Confession of Judgment relates to obligations of Sovryn prior to its sale. Madison has not received any demand or claim for payment in connection with this matter. Based on the information available, management believes it is unlikely that this matter will result in any obligation for Madison. No amount has been recognized in the financial statements, as any potential liability, if any, cannot be reasonably determined at this time. 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 11 Subsequent Events The Company has evaluated subsequent events through December 23, 2025, the date the financial statements were available to be issued. Subsequent to September 30, 2025, the Company received $ 186,257 in additional funding from its principal shareholder, Arena. These funds were provided to support the Company’s ongoing operations and working capital requirements. Management believes that this continued financial support from Arena demonstrates the shareholder’s commitment and provides the Company with sufficient liquidity to continue operations for the foreseeable future. Other than the above, management has determined that there are no other subsequent events. 29 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Shareholders’ Equity General. THE FOLLOWING PRESENTATION OF OUR PLAN OF OPERATION OF SHOULD BE READ IN CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN. RESULTS OF OPERATIONS Our consolidated financial statements included herein have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of stock or debt securities and further implement our business plan. Three and Nine Months Ended September 30, 2025 and 2024 General and administrative expenses General and administrative expenses increased to $39,646 for the three months ended September 30, 2025, from $2,580 for the three months ended September 30, 2024. General and administrative expenses increased to $140,668 for the nine months ended September 30, 2025, from $27,078 for the nine months ended September 30, 2024.The increase was primarily because of the expenses necessary to process our SEC filings. Professional Fees Professional fees decreased to $1,968 for the three months ended September 30, 2025, from $19,125 for the three months ended September 30, 2024. Professional fees decreased to $139,142 for the nine months ended September 30, 2025, from $209,828 for the nine months ended September 30, 2024. The decrease was primarily because of the expenses incurred in the nine months ended September 30, 2024 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. Amortization expense and interest expense Total amortization expense was $Nil for the three months ended September 30, 2025 and September 30, 2024. Total amortization expense decreased to $Nil for the nine months ended September 30, 2025, from $130,226 for the nine months ended September 30, 2024. 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. Net Loss Net loss increased to $646,355 for the three months ended September 30, 2025, from $626,446 for the three months ended September 30, 2024. Net loss decreased to $2,074,314 for the nine months ended September 30, 2025, from $2,130,550 for the nine months ended September 30, 2024. The decrease for the nine-month periods was primarily the result of decreases in amortized interest expense and professional fees that was partially offset by an increase in general and administrative expenses, particularly in the three months ended September 30, 2025. The net loss per basic and diluted share was $0.0004 for the three-month periods ended September 30, 2025 and 2024, respectively and $0.0013 for the nine-month periods ended September 30, 2025 and 2024, respectively, with basic and diluted weighted averages shares outstanding of 1,603,095,243 for all of the respective periods. Liquidity and Capital Resources Cash and Working Capital As at September 30, 2025, we had $Nil in cash and a $22,460,609 working capital deficit, compared to cash of $Nil and working capital deficit of $20,386,295 as at December 31, 2023. The increase in the working capital deficit primarily resulted from the accrual of interest on our debt. We will require additional capital to meet our long- and short-term operating requirements. For the nine months ended September 30, 2025, 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 Activities We used $156,471 in cash from continuing operating activities for the nine months ended September 30, 2025, compared to cash used of $219,647 from continuing operating activities during the nine months ended September 30, 2024. Net Cash Provided by Financing Activities Net cash provided by financing activities was $156,471 during the nine months ended September 30, 2025, compared to $219,647 of cash provided by financing activities during the nine months ended September 30, 2024. 30 No cash was used in investing activities during the nine months ended September 30, 2025 and 2024. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flow from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not applicable. Item 4. Controls and Procedures. Disclosure Controls and Procedures In connection with the preparation of this annual report on Form 10-K, an evaluation was carried out by the sole member of our Board of Directors and our Chief Executive Officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer, to allow timely decisions regarding required disclosures. Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC rules and forms and that such information was accumulated or communicated to management to allow timely decisions regarding required disclosure. In particular, we identified material weaknesses in internal control over financial reporting, as discussed below. Management’s Report on Internal Controls over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our internal control framework over financial reporting is a process designed under the supervision of our Chief Executive Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“US GAAP”). Internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. 31 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and no outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified and communicated to management in connection with the preparation and audit of our financial statements as of December 31, 2024. As a result of the material weakness in internal control over financial reporting described above, management has concluded that, as of September 30, 2025, our internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO. Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and no outside directors on our Board of Directors caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial reporting. We are committed to improving our financial organization. As part of this commitment and when funds are available, we will create a position to segregate duties consistent with control objectives and will increase its personnel resources and technical accounting expertise within the accounting function by: (i) appointing additional outside directors to its board of directors who will also be appointed to our audit committee, resulting in a fully functioning audit committee that will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; and (ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements. Management believes that the appointment of additional outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our internal controls if personnel turn-over issues within the department occur. This, coupled with the appointment of additional outside directors, is designed to greatly decrease any control and procedure issues we may encounter in the future. Management will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. Our independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting. As a result, this Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We are not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the temporary rules of the SEC that permit us to provide only management’s report in this quarterly report. Changes in Internal Controls There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 32 PART II - OTHER INFORMATION Item 1. Legal Proceedings. None. Item 1A. Risk Factors. Not required under Regulation S-K for smaller reporting companies. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None. Item 3. Defaults Upon Senior Securities. None. Item 4. Mine Safety Disclosures. None. Item 5. Other Information. None . 33 Item 6. Exhibits. The following exhibits are attached hereto: Exhibit No. Description of Exhibit 31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith 101 Interactive data files pursuant to Rule 405 of Regulation S-T 34 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Madison Technologies, Inc. By: /s/ Thomas Amon Thomas Amon Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) December 23, 2025 35