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Item 8. Financial Statements and Supplementary Data

2026-04-15 compared with 2025-10-30 · 324 added, 489 removed, 825 unchanged (50% of the section changed)

9 unchanged sentences

Notes to the Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Madison Technologies Inc.

Opinion on the Consolidated Financial

We have audited the accompanying consolidated

balance sheets of Madison Technologies Inc.

and its subsidiaries (collectively referred to as the “Company”) as of December 31,

2024 and 2023, the related consolidated statements of operations, mezzanine equity and stockholders’ deficiency, and cash flows

for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to

as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting

principles generally accepted in the United States of America.

Material Uncertainty Related to Going

The accompanying consolidated financial

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

As discussed in Note 2 to the consolidated

financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities,

working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of Madison Technologies Inc.

on the Consolidated Financial Statements

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

and its subsidiaries (collectively referred

to as the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, mezzanine

equity and stockholders’ deficiency, and cash flows for each of the years in the two-year period ended December 31, 2025,

and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and

2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025,

in conformity with accounting principles generally accepted in the United States of America.

Uncertainty Related to Going Concern

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

in Note 2 to the consolidated financial statements, the Company has incurred recurring losses from operations, has negative cash

flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about

its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements

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

Basis for Opinion

These consolidated financial statements

are the responsibility of the Company’s management.

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

financial statements based on our audits.

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

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

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

We conducted our audits in accordance with

the standards of the PCAOB.

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

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

The Company is

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

As part of our

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

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

Accordingly, we express no such

Our audits included performing procedures

to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing

procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and

disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant

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

that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising

from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

We have served as the Company’s auditor since

Richmond Hill, Canada

CHARTERED PROFESSIONAL ACCOUNTANTS

Authorized to practice public accounting

Chartered Professional Accountants

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

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

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with

respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

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

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

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

financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Audit Matters

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

to be communicated to the audit committee and that:

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

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

We determined that there are no critical audit

have served as the Company’s auditor since 2024

PROFESSIONAL ACCOUNTANTS

to practice public accounting by the

Professional Accountants of Ontario

SRCO Professional Corporation

Financial Statements.

TECHNOLOGIES INC.

Balance Sheets

BALANCE SHEETS AT DECEMBER 31, 2025 and 2024

expressed in United States Dollars (“US$ or $”), except for number of shares)

CURRENT ASSETS

from discontinued operations (Note 10)

Prepaid expense

Current Assets

insurance and other expenses

MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable

and accrued liabilities (Note 4)

Loan from a principal shareholder (Note 8)

Promissory notes

Convertible notes

Interest payable

on senior secured notes (Note 7)

Senior secured notes

from discontinued operations (Note 10)

Total liabilities

MEZZANINE EQUITY

Preferred Stock

– Series A, 50,000,000

shares authorized, $ 0.001

par value per share, stated value $ 100

per share, 100,000

shares designated, 0 Nil shares issued and outstanding, December 31, 2024 and 2023, respectively (Note 9)

Stock - Series C, $ 0.001

stated value $ 100

per share, 10,000

shares designated, 0

Nil issued and outstanding, December

payable and accrued liabilities (Note 4)

from a principal shareholder (Note 8)

notes (Note 5)

notes (Note 6)

payable on senior secured notes (Note 7)

secured notes (Note 7)

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, December 31, 2025 and 2024, respectively (Note 9)

Stock - Series C, $ 0.001 par value;

stated value $ 100 per share, 10,000 shares designated, No issued and outstanding, December

31, 2025 and 2024, respectively (Note 9)

Total Mezzanine

Mezzanine Equity

STOCKHOLDERS’

Preferred Stock - Series B, $ 0.001 par value;

100 shares designated, 100 shares issued and outstanding, December 31, 2024 and 2023, 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, December 31,

2024 and 2023, respectively (Note 9)

Preferred Stock- Series E, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 Nil issued and outstanding, December 31, 2024 and 2023,

respectively;

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

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, December

31, 2023 and 2022, respectively (Note 9)

Preferred Stock - Series F, $ 0.001

convertible, stated value $ 1

per share, 1,000

shares designated, 0 Nil

issued and outstanding, December 31, 2024 and 2023, respectively

Preferred Stock - Series G, $ 0.001

convertible, stated value $ 1,000

per share, 4,600

shares designated, 0 Nil

issued and outstanding, December 31, 2024 and 2023,

Stock - Series B, $ 0.001 par value;

100 shares designated, 100 shares issued and outstanding, December 31, 2025 and 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, December 31, 2024

Stock - Series D, $ 0.001 par value;

convertible, stated value $ 3.32 per share, 230,000 shares designated, 155,000 shares issued

and outstanding, December 31, 2025 and 2024, respectively (Note 9)

Stock- Series E, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 1,000 shares designated, 0 Nil issued and outstanding,

December 31, 2025 and 2024, respectively;

Stock - Series E-1, $ 0.001 par value;

convertible, stated value $ 0.87 per share, 1,152,500 shares designated, 1,152,500 shares

issued and outstanding, December 31, 2025 and 2024, respectively (Note 9)

Stock - Series F, $ 0.001 par value;

convertible, stated value $ 1 per share, 1,000 shares designated, 0 Nil issued and outstanding,

December 31, 2025 and 2024, respectively (Note 9)

Stock - Series G, $ 0.001 par value;

convertible, stated value $ 1,000 per share, 4,600 shares designated, 0 Nil issued and

outstanding, December 31, 2025 and 2024, respectively (Note 9);

Stock – Series H, $ 0.001 par value;

convertible, stated value $ 1 per share, 39,895 shares designated, 39,895 issued

and outstanding, December 31, 2025 and 2024, respectively (Note 9)

Stock - $ 0.001 par value;

6,000,000,000 shares authorized, 1,678,095,243 shares issued and outstanding, December 31, 2025

and 2024, respectively (Note 9)

Common Stock - $ 0.001 par value;

6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, December 31, 2024 and 2023, respectively (Note 9)

Additional Paid

in Capital (Note 9)

Paid in Capital (Note 9)

stockholders’ deficiency

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expressed in United States Dollars (“US$ or $”), except for number of shares)

and administrative

operating expenses

General and administrative

Professional fees

Total operating

Loss before other expense

Other income (expense)

Amortized expense (Notes 5, 6 and 7)

Interest expense (Notes 5, 6 and 7)

Total non-operating

Loss from continuing operations before income

Income tax expense

Net loss from continuing operations

Net loss from discontinued

operations (Note 10)

Loss from continuing operations per share, basic

Loss from discontinued operations per share,

basic and diluted

Weighted average basic and diluted shares outstanding

before other expense

income (expense)

expense (Notes 5, 6 and 7)

non-operating expense

before income taxes

per share, basic and diluted

average basic and diluted shares outstanding

1,603,506,202

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TECHNOLOGIES INC.

Statements of MEZZANINE EQUITY AND stockholders’ DEFICIENCY

the Years Ended December 31, 2024 and 2023

STATEMENTS OF MEZZANINE EQUITY AND

STOCKHOLDERS’ DEFICIENCY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

expressed in United States Dollars (“US$ or $”), except for number of shares)

Additional Paid

Balance, December 31,

December 31, 2024

1,603,095,243

Net loss for the

Balance, December

option exercised for interest accrued (Note 5)

loss for the period

December 31, 2025

1,678,095,243

Balance, December 31, 2022

December 31, 2023

1,603,095,243

Issuance of equity classified warrants (Note 6)

Net loss for the

Balance, December

loss for the period

December 31, 2024

1,603,095,243

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TECHNOLOGIES INC.

Statements of cash flows

STATEMENTS OF CASH FLOWS FOR THE

YEAR ENDED DECEMBER 31,

2025 AND 2024

expressed in United States Dollars (“US$ or $”), except for number of shares)

Cash flows from operating activities:

Net loss from continuing

operations for the period

Adjustments to reconcile

net loss to cash used in operating activities:

Amortized expenses

(Notes 5, 6 and 7)

Changes in non-cash

working capital items:

Prepaid expenses

Accounts payable

and accrued liabilities

flows from operating activities:

loss for the period

to reconcile net loss to cash used in operating activities:

expenses (Notes 5, 6 and 7)

in non-cash working capital items:

payable and accrued liabilities

payable on senior secured notes

Net cash used in operating activities

Net cash used in discontinued

operating activities

Cash flows from investing activities

Net cash provided by (used in) provided by discontinued

Cash flows from financing activities:

Proceeds from convertible

and promissory notes (Note 5 and 6)

Loan from a principal shareholder

Net cash provided by financing

Net cash provided by discontinued financing

Net decrease in cash

Cash, beginning

Cash, end of year

SUPPLEMENTAL DISCLOSURE

Interest paid

following transactions did not involve cash:

the year ended December 31, 2023, senior secured notes principal balance of $ 9,159,907 was settled upon disposition of Sovryn

(Note 10) (2024 - $ Nil )

cash used in operating activities

flows from investing activities

flows from financing activities:

from a principal shareholder

cash provided by financing activities

increase (decrease) in cash

beginning of the period

end of the period

DISCLOSURE OF NON-CASH FINANCING ACTIVITIES

of Common Stock to pay interest

the accompanying notes to the consolidated financial statements

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TO THE CONSOLIDATED FINANCIAL STATEMENTS

31, 2024 and 2023

expressed in United States Dollars (“US$ or $”), except for number of shares)

1 Nature of Operations

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For the year ended December

31, 2024, we generated no revenues from continuing operations, incurred a net loss of $ 2,800,549 [2023 - $ 5,291,589 ] and had a

working capital deficit and an accumulated deficit of $ 20,386,295 and $ 31,658,127 , respectively [2023 - $ 17,585,746 and $ 28,857,578 ,

respectively].

It is management’s opinion that these matters raise substantial doubt about our ability to continue as a

going concern for a period of twelve months from the issuance date of these consolidated financial statements.

Our ability to

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

of stock or debt and further implement our business plan.

However, the Company may not be able to secure such financing in a timely

manner or on favourable terms, if at all.

Furthermore, if the Company issues equity securities to raise additional funds, its

existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior

to those of the Company’s existing stockholders.

The accompanying consolidated financial statements do not include any adjustments

that might be required should we be unable to continue as a going concern.

31, 2025, we generated no revenues from operations, incurred a net loss of $ 2,980,623 (December 31, 2024 - $ 2,800,549 and had

a working capital deficit of $ 23,310,668 (December 31, 2024 - $ 20,386,294 ) and an accumulated deficit of $ 34,638,750 (December

31, 2024 - $ 31,658,127 ).

It is management’s opinion that these matters raise substantial doubt about our ability to continue

as a going concern for a period of twelve months from the issuance date of these consolidated financial statements.

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, ongoing support from the Company’s largest shareholder, potential amalgamation or similar strategies that

management is working on and to further implement our business plan.

However, the Company may not be able to secure such financing

in a timely manner or on favourable terms, if at all.

Furthermore, if the Company issues equity securities to raise additional

funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges

senior to those of the Company’s existing stockholders.

The accompanying consolidated financial statements do not include

any adjustments that might be required should we be unable to continue as a going concern.

3 Summary of Significant Accounting Policies

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accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted

in the United States of America (“US GAAP”).

The accompanying consolidated financial statements have been prepared

on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in

the ordinary course of business.

Consolidation

The accompanying consolidated financial

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

and SovRryn Holdings Inc

(“Sovryn”) Sovryn is consolidated up until December 31, 2023.

All the intercompany balances and transactions have been

eliminated in the consolidation.

in the United States (“US GAAP”).

The accompanying consolidated financial statements are expressed in United States

dollars (“USD”) have been prepared on a going concern basis, which contemplates the realization of assets and the

satisfaction of liabilities and commitments in the ordinary course of business.

accompanying consolidated financial statements include the accounts of our wholly owned subsidiaries, Blockchain.tv, Inc.

the intercompany balances and transactions have been eliminated in the consolidation.

accounting estimates and assumptions

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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.

accounts that require estimates include promissory notes, convertible notes and senior secured notes due to the use of discount

value of equity classified conversion feature and warrants

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

are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable

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inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

Going concern

Company evaluates its ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements

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Consolidation

accompanying consolidated financial statements include the accounts of our current and former wholly owned subsidiaries, Blockchain.tv,

and SovRryn Holdings Inc (“Sovryn”).

Blockchain.tv Inc.

accompanying consolidated financial statements include the accounts of our wholly owned subsidiary, Blockchain.tv, Inc., which

is dormant has not had operations since its inception.

Sovryn is consolidated up until January 31, 2023 and recognized as a discontinued operation.

All the intercompany balances and

transactions have been eliminated in the consolidation.

The functional and reporting currency of the Company and its subsidiaries

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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.

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.

notes and other debt instruments

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

(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.

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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.

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

1 unchanged sentence

Topic 260-10 which provides for calculation of “basic” and “diluted” earnings per share.

Basic loss per share from continuing operation

of common stock is computed by dividing net loss $ 2,800,549 [2023 - $ 5,291,588 ] from continuing operation by the weighted average number of shares

of common stock 1,603,095,243 [2023 - $ 1,603,095,243 ], outstanding during the period.

Basic loss per share from discontinuing

operation of common stock is computed by dividing net loss from discontinuing operation by the weighted average number of shares

of common stock outstanding during the period.

Diluted loss per share from continuing

operation 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.

Diluted loss per share from discontinuing

operation of common stock is computed similarly to basic loss per share from discontinuing operations except the weighted average

loss per share of common stock is computed by dividing net loss $ 2,980,623 [2024 - $ 2,800,549 ] by the weighted average number

of shares of common stock 1,603,506,202 [2024 - 1,603,095,243 ], outstanding during the respective twelve-month periods.

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.

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as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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

Additionally,

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

have a major effect on an entity’s operations and financial results.

Company accounts for income taxes in accordance with ASC 740.

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Issued Accounting Pronouncements

guidance recently adopted

November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280):

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reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s

The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted.

The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

The Company adopted quarterly requirements of this guidance beginning in the first quarter of 2025 and the adoption

has no material impact on the consolidated financial statements.

accounting guidance not yet adopted

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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impact of this amendment on its consolidated financial statements.

Company continue to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our

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.

Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our

business processes, controls and systems.

4 Accounts Payable and Accrued Liabilities

payable and accrued liabilities as of December 31, 2024 and December 31, 2023 are summarized below:

payable and accrued liabilities as of December 31, 2025, and 2024 are summarized below:

of Accounts Payable and Accrued Liabilities

Accrued expenses

5 Promissory Notes

the years ended December 31, 2021, 2022 and 2023, the Company issued several promissory notes with warrants.

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.

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.

to the limited trading activity and pricing transparency of the Company’s Common Stock, observable market inputs for valuing

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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.

Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to

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.

to these limitations, valuation techniques that depend on quoted market prices cannot be reliably applied.

the Company applied a market-based valuation technique using the most recent private placement price of $0.018 per share (dated

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the promissory note using the effective interest method.

For the years ended December 31, 2024 and

2023, the Company recorded interest expense of $ 135,372 and $ 135,002 , respectively, in the consolidated statements of operations.

the year ended December 31, 2025 and 2024, the Company recorded interest expense of $ 135,002 and $ 135,372 , respectively, in the

consolidated statements of operations.

As of December 31, 2025 and 2024, $ 500,000 in principal was outstanding.

notes issued during year ended December 31, 2022

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.

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.

promissory note accrued interest at an annual rate of 10 %.

3 unchanged sentences

fee payable of $ 15,000 was amortized to consolidated statements of operation over the term of the promissory note.

the years ended December 31, 2024 and 2023, the Company recorded interest expense of $ 41,358 and $ 41,246 , respectively, in the

the year ended December 31, 2025 and 2024, the Company recorded interest expense of $ 41,246 and $ 41,358 , respectively, in the

consolidated statements of operations.

of December 31, 2025 and 2024, $ 165,000 in principal was outstanding.

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.

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 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.

fee payable of $ 15,000 was amortized to consolidated statements of operations over the term of the promissory note.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 37,500 and $ 37,603 , respectively, in the

consolidated statements of operations.

condensed consolidated interim statements of operations.

of December 31, 2025 and 2024, $ 150,000 in principal was outstanding.

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.

April 27, 2022, the Company issued a promissory note with a principal amount of $ 125,000 for cash proceeds of $ 112,500 .

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.

connection with the issuance of the promissory note, the Company also issued common share purchase warrants that entitle the holder

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of the note was amortized to consolidated statements of operations over the term of the promissory note using the effective interest

For the years ended December 31,

2024 and 2023, the Company recorded interest expense of $ 25,067 and $ 25,000 , respectively, in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 24,999 and $ 25,067 , respectively, in the

consolidated statements of operations.

As of December 31, 2025 and 2024, $ 125,000 in principal was outstanding.

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As of December 31, 2023, the outstanding balance was $ 79,884 , which was in default for failure to make required

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 22 %.

Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 22 % and

is convertible into the Company’s Common Stock at a conversion price equal to 75% multiplied by the lowest trading price

for the Common Stock during the ten trading days prior to the conversion date.

The lender may not hold more than 4.99% of the

Company’s outstanding Common Stock.

December 30, 2025, the note holder exercised their conversion rights over the accrued interest of $ 56,250 into 75,000,000 shares

based on a par value of $ 0.001 ;

the difference of $ 18,750 was debited to additional paid in capital.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 27,160 and $ 27,235 , respectively, in the

consolidated statements of operations.

As of December 31, 2025 and 2024, $ 79,884 in principal was outstanding.

6 Convertible Notes

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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.

Company’s Common Stock is listed on the OTC Expert Market, which restricts public quotation and limits visibility to

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.

the Company applied a market-based valuation technique using the most recent private placement price of $0.018 per share (dated

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as market data becomes available.

convertible notes payable, all of which are liabilities as of the years ended December 31, 2024 and 2023, are as follows:

Principal outstanding

convertible notes payable, all of which are liabilities as of December 31, 2025 and 2024, are as follows:

of convertible notes payable

outstanding total

outstanding, net

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ 11,538 and $ 86,137 , respectively,

in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 37,397 and $ 36,837 , respectively, in the

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

October 25, 2022, the noteholder converted $ 67,000 of note principal and $ 13,004 of accrued interest into 4,000,216 shares of

the Company’s common stock.

The fair value of the common shares issued determined using the market quote approximated the

amounts of converted principal and interest and allocated into par value of $ 4,000 and additional paid-in capital of $ 76,004 respectively.

the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and $ 2,149 in the consolidated

statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 30,978 and $ 31,062 in the consolidated statements

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and $ 4,097 in the consolidated

statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 45,717 and $ 45,841 in the consolidated statements

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notes issued during year ended December 31, 2022

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 %.

May 5, 2022, the Company issued a secured convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

The secured 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.

connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the "Warrants")

The note is subordinated

to the Investor’s Senior Secured Notes, but shall have priority in right of payment over, all of the Company’s non-senior

indebtedness outstanding as of May 5, 2022 such in the event of any default, all sums payable for this secured note are subordinated

in right of payment to the Investor’s Senior Secured Notes, but shall first be paid in full before any payment is made upon

any other non-senior indebtedness.

The secured convertible notes is secured by a subordinated blanket lien on the Company’s

connection with the issuance of the secured 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

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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.

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

issuance of the convertible note resulted in an original issuance discount of $ 10,000 , calculated as the difference between the

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and

$ 28,042 in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 37,397 and $ 37,500 in the consolidated statements

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2024 and 2023, the Company recognized amortization expense of

$ Nil and $ 32,236 in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 37,397 and $ 37,500 in the consolidated statements

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and

$ 21,032 in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 28,056 and $ 28,134 in the consolidated statements

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were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and

$ 28,042 in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 36,571 and $ 36,672 in the consolidated statements

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the effective interest method.

For the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and

$ 25,425 in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 29,697 and $ 29,778 in the consolidated statements

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were being amortized to consolidated statements of operations over the term of the convertible note using the effective interest

the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ 2,765 and $ 87,420 , respectively, in

the consolidated statements of operations.

The discount was fully amortized at December 31, 2024.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 74,801 and $ 73,680 in the consolidated statements

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of operations over the term of the convertible note using the effective interest method.

For the years ended December 31, 2024 and 2023, the Company recognized amortization expense of $ Nil and

$ 3,605 in the consolidated statements of operations.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 6,601 and $ 6,619 in the consolidated statements

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The transaction was accounted for as a non-cash settlement.

Schedule of senior secured notes issued

Face value of senior secured notes issued

Debt discount

Day 1 value of

senior secured notes issued (Restated) (Note 2)

Amortization expenses

Balance at December

Amortization expenses

Balance at December

31, 2022 (Restated) (Note 2)

Partial settlement of principal (Note 15)

Amortization expenses

Balance at December

Amortization expenses

Balance at December

of senior secured notes issued

value of senior secured notes issued

1 value of senior secured notes issued

at December 31, 2021

at December 31, 2022

settlement of principal

at December 31, 2023

at December 31, 2024

at December 31, 2025

Company recorded interest expenses of $ 1,468,018 and $ 1,472,040 for the years ended December 31, 2025 and 2024, respectively.

Company recorded discount amortization expenses of $ 115,923 and $ 1,987,011 , respectively for the years ended December 31, 2024

The interest payable on senior secured notes as on December 31, 2024 and 2023 amounts to $ 6,398,894 and

$ 4,926,854 respectively.

interest payable on senior secured notes as on December 31, 2025 and 2024 amounts to $ 7,866,912 and $ 6,398,894 respectively.

8 Related Party

March 1, 2022, the Company issued a warrant to Warren Zenna, a member of our Board of Directors at the time, to purchase up

shares of our Common Stock at $ 0.025

per share at any time beginning September 1, 2022 and ending September 1, 2026.

Using Black-Scholes, we estimated the

value of such warrant to be approximately $ 7,641 .

February 2021, the Company entered into consulting agreements with GreenRock LLC to provide us with chief executive

officer services.

Falcone is the managing member of GreenRock LLC and was our former Chief Executive Officer until

November 2023.

Effective January 1, 2022, the Company entered into another management consulting agreement with

GreenRock LLC, for a period of one year ending December 31, 2022, under which we provided monthly remuneration of $ 35,000 ,

plus expenses in connection with his duties, responsibilities and performance as chief executive officer.

ended December 31, 2024 and 2023, the Company incurred fees to GreenRock LLC $Nil

and $ 70,000 respectively.

As at year ended December 31, 2024,

an amount of $ 394,617 was due to principal shareholder.

This amount was received to support the Company's

working capital requirement, and it is unsecured, non-interest bearing and payable on demand.

at December 31, 2025 and 2024, respectively, $ 725,582 and $ 394,617 were due to principal shareholder.

These amounts were received

to support the Company’s working capital requirement, and it is unsecured, non-interest bearing and payable on demand.

9 Stockholders’ Deficiency

of December 31, 2024 and 2023, 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.

of December 31, 2025 and 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.

A Preferred Stock and Series B Preferred Stock

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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 December 31, 2025 and 2024 was Nil .

July 28, 2020, the Company filed a certificate of designations of Series B Super Voting Preferred Stock (the “Certificate

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is no mandatory conversion of Series B Super Voting Preferred Stock into Common Stock.

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.

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.

July 2020, pursuant to an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie Legs, LLC,

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a stated value of $ 100 per share.

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.

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.

right can be exercised through written consent or proxy.

Series C Preferred Stock does not have redemption rights.

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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 Board did not declare dividends

since issuance of Series E Preferred Shares.

Company accounted for its Series E Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities

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Series E-1 Preferred Stockholders is entitled to receive dividends when declared by the Board.

The Board did not declare dividend

The Board did not declare dividends

since issuance of the Series E-1 Preferred Shares.

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

As of December

31, 2025 and 2024, Nil shares of Series F Preferred Stock were issued and outstanding

G Preferred Stock

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to common stock, the abovementioned derivative liabilities were derecognized during the year ended December 31, 2021;

of Series G Preferred Stock were outstanding as at December 31, 2025 and 2024.

H Preferred Stock

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December 31, 2025 and 2024, 39,895 shares of Series H Preferred Stock remain outstanding.

issuances of Common Stock occurred in 2024 and 2023.

August 14, 2021, our shareholders approved an increase in the authorized number of shares of Common Stock to 6,000,000,000, from

December 30, 2025, the Company issued 75,000,000 shares of Common Stock for repayment of $ 56,250 owed to the lender.

issuances of Common Stock occurred in the years ended December 31, 2025 and 2024.

August 14, 2021, the shareholders approved an increase in the authorized number of shares of Common Stock to 6,000,000,000, from

500,000,000 , which became effective the same day.

As of December 31, 2024 and 2023, there were 1,603,095,243 shares outstanding,

As of December 31, 2025 and 2024, there were 1,678,095,243 shares were outstanding,

respectively.

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activity is as follows:

Summary of our warrant activity is as follows

Outstanding and exercisable at December 31,

Outstanding and

exercisable at December 31, 2023

the year ended December 31, 2024, a summary of our warrant activity is as follows:

Average Grant-

Date Fair Value

Outstanding and exercisable

at January 1, 2023

Outstanding and

exercisable at December 31, 2024

of our warrant activity is as follows:

and exercisable at January 1, 2025

and exercisable at December 31, 2025

determining the fair value of these equity-classified features, the Company considered the fact that its common stock is quoted

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available input to support the fair value assessment.

10 Discontinued Operations

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

resources in light of the Company’s strategic focus on developing and launching its core business, BCTV.

As a result, management

initiated a plan to exit the Sovryn business and reallocate resources toward BCTV, including repayment of senior debt associated

with the acquisition and operation of Sovryn.

the operations of Sovryn have been classified as a discontinued operation in the accompanying consolidated financial statements

for the years ended December 31 2023, in accordance with ASC 205-20.

February 1, 2023, pursuant to an agreement with the lender of the Company’s senior secured notes, Sovryn was sold to the

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.

operating results prior to disposition, as well as any related expenses, were recorded as part of the net loss from discontinued

operations and included in the consolidated statements of operations.

The following is a summary of Sovryn for the years ended

December 31, 2023:

Schedule of Previous Year Assets Liabilities and Expenses

Accounts receivable,

Prepaid expenses

Property, equipment

and right-of-use assets

Accounts payable and accrued liabilities

liability obligations

Total Liabilities

and administrative expense

Television operation

Amortization expense

Professional fees

on partial settlement of senior secured notes (Note 8)

on disposition of subsidiary

loss on long-lived assets

Loss from discontinued

10 Contingency and Commitments

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.

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.

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.

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.

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.

Company does not have an employment agreement with the Chief Executive Officer.

11 Income Taxes

tax recovery differs from that which would be expected from applying the effective tax rates to the net loss as follows:

Schedule of Income Tax Expense

Net loss for the year

Statutory and effective tax rates

Income taxes expenses (recovery) at the effective

Effect of change in tax rates

Permanent differences

Valuation allowance

Income tax expense

of Income tax expense

and income tax liability

loss for the year

and effective tax rates

taxes expenses (recovery) at the effective rate

of change in tax rates

tax expense and income tax liability

at December 31, 2025 and 2024 the tax effect of the temporary timing differences that give rise to significant components of deferred

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the deferred income tax asset will not be realized.

Schedule of Deferred Income Tax Asset

Cumulative net losses carried forward

Deferred tax assets

Valuation allowance

Deferred taxes

have incurred cumulative net losses in excess of $ 32

million since inception and we have not previously filed U.S.

of Deferred taxes

net losses carried forward

taxes recognized

The Company has cumulative net losses of $ 34,638,750 since inception and has not previously filed

corporate income tax returns.

Management estimates that we have

no income tax liability.

Based on our lack of profitability, management has not recognized net deferred tax assets for past

12 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

(“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.

information available, management believes it is unlikely that this matter will result in any obligation for Madison.

has been recognized in the financial statements, as any potential liability, if any, cannot be reasonably determined at this time.

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.

do not have an employment agreement with our Chief Executive Officer.

Based on the available evidence, including the Company’s history of losses, management

has concluded that it is more likely than not that deferred tax assets will not be realized.

Accordingly, a full valuation allowance

has been recorded.

12 Subsequent Events

The Company has evaluated subsequent events through October

29, 2025, the date the financial statements were available to be issued.

Subsequent to the year-end, the Company received $ 247,575

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.

Company has evaluated subsequent events through April 14, 2026, the date the financial statements were available to be issued.

to December 31, 2025, the Company received $ 220,872 in additional funding from its principal shareholder, Arena.

These funds were

provided to support the Company’s ongoing operations and working capital requirements.

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.

January 31, 2026, the Company adopted the 2026 Omnibus Equity Incentive Plan (the “Plan”) and reserved 168,000,000

shares of Common Stock for Plan use.

than the above, management has determined that there are no other subsequent events.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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Hill, Ontario, Canada L4B 3H7.

May 21, 2024 to date, our independent registered public accounting firm is SRCO Professional Corporation (“SRCO”).

With respect to the fiscal years ended December 31, 2022 and December 31, 2023, respectively, and the subsequent interim period

to date, there were no disagreements between SRCO and us on any matter of accounting principles or practices, financial statement

disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of SRCO, would have caused

SRCO to make reference to the subject matter of the disagreement in their reports on our consolidated financial statements for

March 27, 2022 to May 20, 2024, our independent registered public accounting firm was BF Borgers CPA PC, 5400 W Cedar Ave, Lakewood,

Our Board of Directors dismissed BF Borgers CPA PC.

During the fiscal years ended

December 31, 2021 and December 31, 2022, respectively, and the subsequent interim period through September 30, 2023, there were

no disagreements between BF Borgers CPA PC and us on any matter of accounting principles

or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction

of BF Borgers CPA PC , would have caused BF Borgers CPA PC to

make reference to the subject matter of the disagreement in their reports on our consolidated financial statements for such years.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data