What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-17 compared with 2021-06-23 · 1120 added, 671 removed, 31 unchanged (98% of the section changed)

2 unchanged sentences

31, 2025 AND 2024

Auditor’s Report

of Operations

of Stockholders’

of Cash Flows

to the Financial Statements

MARGETSON LTD.

Professional Accountant

East 5 th Street

Vancouver BC, V7L 1M1

1.855.603.3228

Report of Independent Registered Public Accounting Firm

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Mezzanine Equity and Stockholders’ Deficiency

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders of

Technologies Inc.

on the financial statements

have audited the accompanying balance sheets of Madison Technologies Inc.

as of December 31, 2020 and 2019 and the related

statements of operations, stockholders’

deficit and cash flows for each of the two years in the period ended December 31,

2020 and the related notes (collectively referred to as the “financial statements’).

In my opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as at December 31, 2020 and 2019 and

the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020 in conformity

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

Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared using accounting principles generally accepted in the United States of America

assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has

incurred operating losses since inception, and has a working capital deficiency which raises substantial doubt about its

ability to continue as a going concern.

Management’s plans in regard to their planned financing and other matters are also

described in Note 1.

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

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

My responsibility is to express an opinion on these

financial statements based on my audits.

My company is a public accounting firm registered with the Public Company Accounting

Oversight Board (“PCAOB”) and is 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 my audits in accordance with the standards of the PCAOB.

Those standards require that I plan and perform an audit to

obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting.

As part of my audits, I am 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, I

express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the 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 financial statements.

My audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

that my audits provide a reasonable basis for my opinion.

Critical Audit Matter

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.

I determined that there are no critical audit matters.

have served as the Company’s auditor since 2009.

Margetson Ltd

Professional Accountant

Vancouver, BC

April 15, 2021

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 subsidiary (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.

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 consolidated 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 consolidated financial statements

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

We determined that there are no critical audit

/s/ SRCO Professional Corporation

SRCO Professional Corporation

have served as the Company’s auditor since 2024

PROFESSIONAL ACCOUNTANTS

to practice public accounting by the

Professional Accountants of Ontario

Professional Corporation 5828

Financial Statements.

TECHNOLOGIES INC.

expenses (Note 6)

Assets –

AND STOCKHOLDERS’

payable and accrued charges

fee payable (Note 4)

notes and accrued interest payable (Note 7)

notes payable (Note 8)

term portion of convertible notes and interest payable (Note 8)

STOCKHOLDERS’

(Note 10 and 11)

Shares –

50,000,000 shares authorized, $0.001 par value

Shares - Series A, $0.001 par value;

3%, stated value $100 per share 100,000 shares designated, 92,999 shares issued and outstanding

Shares - Series B, $0.001 par value;

Super Voting 100 shares designated, 100 shares issued and outstanding

Shares - Series C, $0.001 par value;

2%, stated value $100 per share 10,000 shares designated, none issued

Common Shares

- $0.001 par value;

500,000,000 shares authorized 23,472,565 shares issued and outstanding (Dec 31, 2019 - 18,057,565 shares)

Paid in Capital:

shares Series A

stockholders’

liabilities and stockholders’

1 Going concern

14 Subsequent events

Accompanying Notes to the Financial Statements.

BALANCE SHEETS AT DECEMBER 31, 2025 and 2024

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

insurance and other expenses

MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY

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)

Mezzanine Equity

STOCKHOLDERS’

Stock - Series B, $ 0.001 par value;

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

respectively (Note 9)

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 and 1,603,095,243 shares issued and outstanding, December 31, 2025

and 2024, respectively (Note 9)

Paid in Capital (Note 9)

stockholders’ deficiency

liabilities, mezzanine equity and stockholders’ deficiency

the accompanying notes to the consolidated financial statements

TECHNOLOGIES INC.

of Operations

Cost of sales

STATEMENTS of Operations

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

and administrative

operating expenses

General and administrative

Consulting fees

Management fees

Marketing and product development

Professional fees

Total operating

Loss before other expense

Amortized interest

Write down of

investment (Note 5)

Net loss and comprehensive

Net loss per share-Basic

Average number

of shares of common stock outstanding

Accompanying Notes to the Financial Statements.

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

1,603,095,243

the accompanying notes to the consolidated financial statements

TECHNOLOGIES INC.

of stockholders’

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)

December 31, 2024

of debt at $0.01 per share

of shares for services

issued for license

of debt at $0.005 per share

portion on convertible debt issued

loss for the year

1,603,095,243

option exercised for interest accrued (Note 5)

loss for the period

December 31, 2025

Accompanying Notes to the Financial Statements

TECHNOLOGIES INC.

of stockholders’

1,678,095,243

December 31, 2023

shares issued for cash

issued at $0.05 per share

issued at $0.10 per share

loss for the year

1,603,095,243

loss for the period

December 31, 2024

Accompanying Notes to the Financial Statements.

1,603,095,243

the accompanying notes to the consolidated financial statements

TECHNOLOGIES INC.

of cash flows

Cash flows from operating activities:

Net loss for the year

Adjustments to reconcile net loss to cash used

in operating activities:

Amortization of intangible

Amortized interest

Accrued interest

on notes payable

Foreign exchange

on notes payable

Demand note issued

Convertible notes

issued for services

Changes in current assets and liabilities:

Prepaid expenses

payable and accrued charges

Net cash used

in operating activities

Cash flows from investing activities:

Net cash used

in investing activities

Cash flows from financing activities:

Proceeds from convertible notes issued

Fees incurred in debt conversion

Cash received

from share issuance

Net cash provided

by financing activities

Net increase in cash

Cash, beginning

Cash, end of year

SUPPLEMENTAL DISCLOSURE

Interest paid

following is information pertaining to the year ended December 31, 2020:

the transaction wherein the Company was assigned the Casa Zeta- Jones License, $45,000 of debt assumed and $100,000 of costs

incurred were secured with convertible notes.

of prepaid royalty fees were secured with convertible notes.

retainer for legal fees for $12,500 was secured with a convertible note.

During the year, legal fees of $5,000 were incurred

and paid for in cash, which reduced both amount of the retainer and the balance owing on the convertible note.

debt of $44,650 was converted into 5,415,000 shares of common stock.

Accompanying Notes to the Financial Statements

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)

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

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

TECHNOLOGIES, INC.

TO THE FINANCIAL STATEMENTS

1 Nature and Continuance of Operations

Company was incorporated on June 15, 1998 in the State of Nevada, USA and the Company’s common shares are publicly traded

on the OTC Markets OTCQB.

until fiscal 2014, the Company was in the business of mineral exploration.

On May 28, 2014, the Company formalized an agreement

whereby it purchased assets associated with a smokeless cannabis delivery system.

The Company planned to develop this system for

commercial purposes.

On December 14, 2014, this asset purchase agreement was terminated.

September 16, 2016, the Company entered into an exclusive distribution product license agreement with Tuffy Packs, LLC to distribute

products into the United Kingdom and 43 other essentially European countries.

The Company Soled ballistic panels which are personal

body armors, that conform to the National Institute of Justice (NIJ) Level IIIA threat requirements.

The Company’s plan

of operations and sales strategy included online and social media marketing, as well as attending various tradeshows and conferences.

As the Company failed to make specified payments as required, the agreement was amended to a non-exclusive basis.

July 17, 2020, the Company entered into an acquisition agreement to acquire the Casa Zeta-Jones Brand License Agreement from Luxurie

Legs, LLC of Delaware (“Luxurie”).

Luxurie transferred all its rights, title and interest in the License Agreement

to the Company in exchange for the Company’s newly issued preferred convertible Series A stock.

Upon conversion, the stock

could control up to 95% of the outstanding common shares.

The agreement also required voting control, represented by newly issued

shares of super voting preferred Series B stock.

September 28, 2020, the Company entered into a share exchange agreement to acquire 51% interest of Posto Del Sole Inc., a jewelry

designer company to further develop the Company’s existing brands and create new designer labels.

The title and rights will

be transferred when all the terms and conditions in the Securities Exchange Agreement are met.

At December 31, 2020, the share

exchange had not closed and advances made to Posto Del Sole Inc.

were expensed.

financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern,

which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months.

values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments

that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue

as a going concern.

At December 31, 2020, the Company had not yet achieved profitable operations, had a working capital deficit

$533,548, had accumulated losses of $1,484,442 since its inception and expects to incur further losses in the development

of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.

The Company’s

ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain

the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come

Subsequent to the year-end, the Company entered into a number of agreements that provide financing in amounts greater than

$16.5 million.

That said, there is no assurance that the businesses being funded by this additional debt will ultimately be successful.

TO THE CONSOLIDATED FINANCIAL STATEMENTS

1 Nature of Operations

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.

2 Going Concern

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

the recoverability of assets and the satisfaction of liabilities in the normal course of business.

For the year ended December

31, 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

Company has elected a December 31st fiscal year end.

Cash and cash equivalents

Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

As at December 31, 2020, the Company did not have any cash equivalents.

(2019 –

Revenue Recognition

May 2014, the FASB issued guidance on the recognition of Revenue from Contracts with Customers.

The core principle of the guidance

is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that

reflects the consideration which the company expects to receive in exchange for those goods or services.

To achieve this core

principle, the guidance provides a five-step analysis of transactions to determine when and how revenue is recognized.

addresses several areas including transfer of control, contracts with multiple performance obligations, and costs to obtain and

fulfill contracts.

The guidance also requires additional disclosure about the nature, amount, timing, and uncertainty of revenue

and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized

from costs incurred to obtain or fulfill a contract.

Company adopted the ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective

Revenues for the year ended December 31, 2020 were not adjusted.

The adoption of Topic 606 did not have a material impact

to the Company’s financial statements.

Revenue from contracts with customers is generated primarily from selling products

The customer orders and pays for the products through an online portal.

Once the payment goes through, a purchase order

is generated and submitted to the supplier.

When the supplier ships the products to the customer, revenue is then recognized when

the performance obligation is completed.

Company recognizes revenue when a contract is in place, goods or services are delivered to the purchaser and collectability is

reasonably assured.

Basic and Diluted Net Loss per Share

Company reports basic loss per share in accordance FASB ASC Topic 260, “

Earnings per share ”.

Basic net income

(loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of

common shares outstanding during the period.

Diluted net income (loss) per share on the potential exercise of the equity-based

financial instruments is not presented where anti-dilutive.

Use of Estimates

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America

requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying

Although these estimates are based on management’s best knowledge of current events and actions the Company

may undertake in the future, actual results may ultimately differ from the estimates.

Management believes such estimates to be

Fair Value Measurements

Company follows FASB ASC Topic 820, “

Fair Value Measurements and Disclosures”

, for all financial instruments

and non-financial instruments accounted for at fair value on a recurring basis.

This accounting standard establishes a single

definition of fair value and a framework for measuring fair value, sets out a fair value hierarchy to be used to classify the

source of information used in fair value measurement and expands disclosures about fair value measurements required under other

accounting pronouncements The Company defines fair value as the price that would be received from selling an asset or paid to

transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair

value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal

or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market

participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

has adopted FASB ASC 825, “

Financial Instruments”, which allows companies to choose to measure eligible financial

instruments and certain other items at fair value that are not required to be measured at fair value.

The Company has not elected

the fair value option for any eligible financial instruments.

carrying value of the Company’s financial instruments including cash, accounts payable and accrued liabilities, license

fee payable, demand notes and interest payable and convertible notes payable approximate their fair value due to the short maturities

of these financial instruments.

Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and

liabilities for the expected future tax consequences of events that have been recognized in the Company’s financial statements

or tax returns.

In estimating future tax consequences, all expected future events other than enactment of changes in the tax laws

or rates are considered.

to the uncertainty regarding the Company’s future profitability, the future tax benefits of its losses have been fully reserved.

Intangible Assets

assets are non-monetary identifiable assets, controlled by the Company that will produce future economic benefits, based on reasonable

and supportable assumptions about conditions that will exist over the life of the asset.

An intangible asset that does not meet

these attributes will be recognized as an expense when it is incurred.

Intangible assets that do, are capitalized and initially

measured at cost.

Those with a determinable life will be amortized on a systematic basis over their future economic life.

with a indefinite useful life shall not be amortized until its useful life is determined to be longer indefinite.

An intangible

asset subject to amortization shall be periodically reviewed for impairment.

A recoverability test will be performed and, if applicable,

unscheduled amortization is considered.

agreements have been capitalized, recorded at cost and amortized over the life of the contracts.

Website costs have been capitalized

and will be subject to amortization once the website is operational.

They will be amortized over the life of the license

to which it supports.

Recent Accounting Standards

December 2019, the FASB issued ASU No.

2019-12, “Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes”.

This new guidance includes several provisions to simplify the accounting for income taxes.

The standard removes certain exceptions

for recognizing deferred taxes for investments, performing intraperiod allocation, and calculating income taxes in interim periods.

This standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

Early adoption of this standard is permitted.

The adoption of this guidance is not expected to have a material impact on the Company’s

financial statements.

August 2018, the FASB issued ASU No.

2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40),

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”.

This new guidance requires a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract

to follow the internal-use software guidance in ASC 350-40 to determine which implementation costs to capitalize as assets or

expense as incurred.

Also, capitalized implementation costs related to a hosting arrangement that is a service contract will be

amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready

for its intended use.

This standard is effective for fiscal years beginning after December 15, 2019, and interim periods within

those fiscal years.

The adoption of this guidance did not have a material impact on the Company’s financial statements.

June 2016, the FASB issued ASU 2016-13, “Financial Instruments –

Credit Losses”.

The ASU sets forth a “current

expected credit loss”

(CECL) model which requires the Company to measure all expected credit losses for financial instruments

held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

of Presentation

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

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

preparation of the consolidated financial statements requires the use of estimates and assumptions to be made in applying the

accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent

assets and liabilities.

The estimates and related assumptions are based on previous experiences and other factors considered reasonable

under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and

liabilities that are not readily apparent from other sources.

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.

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

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

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.

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.

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

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.

The functional and reporting currency of the Company and its subsidiaries

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.

Value of Financial Instruments

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.

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.

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

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

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.

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.

A and C Convertible Preferred Stock

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

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.

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.

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

5 unchanged sentences

ASU to delay adoption for smaller reporting companies to calendar year 2023.

The Company is currently assessing the impact of

the adoption of this ASU on its financial statements.

February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”

and subsequent amendments to the initial guidance:

ASU 2018-10, ASU 2018-11, ASU 2018-20 and ASU 2019-01 (collectively, Topic 842).

As the Company has no leases, this pronouncement

did not affect the Company’s financial statements.

Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued,

which may be in advance of their effective date.

Management does not believe that any pronouncement not yet effective but recently

issued would, if adopted, have a material effect on the accompanying financial statements.

3 Intangible assets

assets are amortized on a straight-line basis over the terms of the license agreements.

Packs, LLC License

for Casa-Zeta Jones Brand

Zeta-Jones Brand License

4 License Agreements

Company entered into an exclusive product license agreement on September 16, 2016 with Tuffy Packs, LLC, a Texas corporation,

to sell Ballistic Panels in certain countries, essentially in Europe.

The license was for a period of two years and may be

renewed for successive terms of two years each.

The payment terms for the license was as follows:

payable within seven days after the effective date;

additional $15,000 payable within 30 days after the effective date;

final payment of $25,000 payable within 90 days of the effective date.

December 31, 2018, the Company had paid $16,500 to the Licensor, leaving an unpaid balance of $33,500.

To date, the Company has

recorded a total license amortization of $50,000, which fully amortizes the license.

a result of the failure to make payments as required under the agreement, the Company was informed on March 20, 2017, that going

forward, the agreement would be on a non-exclusive basis.

July 17, 2020, the Company entered into an acquisition

agreement with Luxurie Legs, LLC, a Delaware corporation, to acquire the Casa Zeta-Jones Brand license agreement.

agreement, as amended, grants the Company the worldwide rights to promote and sell certain products, and license the rights

to manufacture, promote and sell such products under the brand Casa Zeta-Jones and more.

The license agreement purchase

included the issuance of 92,999 Series A 3% Convertible Preferred Series A shares valued at $343,094, 10,000 Preferred

Series B voting shares valued at $nil, the assumption of $45,000 in debt and costs incurred of $100,000.

values were based on the licensor obtaining 95% of the Company’s common shares, whose value was discounted by a 50% factor,

given the lightly traded history in its shares.

Company is subject to the following terms:

3.5 year term as follows:

execution –

December 31, 2021

January 1, 2022 –

December 31, 2022

January 1, 2023 –

December 31, 2023

date November 2020, On Shelf Date February 15, 2021.

payments with a rate of 8%, net of sales, subject to guaranteed minimums noted below.

prepayment of $150,000 to be applied against royalties, paid as follows:

upon signing (paid)

on July 20, 2020 (paid)

on September 1, 2020 (paid)

minimum sales and guaranteed minimum royalties:

Minimum Royalties

Minimum Sales

1/1/22 –

1/1/23 –

Company to provide the Licensor with 50 gift sets of Licensed Products annually.

5 Securities Exchange Agreement

Company entered into a Securities Exchange Agreement on September 25, 2020 with Posto Del Sole Inc.

(“PDS”) a New

York corporation, to acquire 51% of the shares of PDS and in return, the Company will issue 10,000 Preferred Series C shares.

(See Note 11).

As part of the agreement, the Company is to provide monthly investments to a total aggregate of $1,000,000 during

the twelve-month period following the closing.

PDS has 60 days from closing to provide the necessary financial statements and

notes in order to satisfy regulatory requirements and disclosures.

As at December 31, 2020 PDS had not provided any such information,

the Securities Exchange Agreement had not closed and as a result, the Company wrote off advances of $165,000 that were made to

PDS in anticipation of closing.

6 Prepaid Expenses

Company has the following in prepaid expenses:

for service fees

for legal fees

for management fees

for royalties

7 Note Payable

Company has one note payable that is accruing interest at 5% per annum.

The note is unsecured and matures on June 30, 2021.

payable bearing interest at 5%

interest thereon

8 Convertible Notes and Accrued Interest Payable

summary of the convertible notes and accrued interest payable is as follow:

long-term portion

notes are unsecured and, except where specifically noted, are due on demand.

Except for notes denoted below under (e), all accrued

interest occurred in the twelve months ended December 31, 2020.

No conversion shall result in the Holder holding in excess of

9.99% of the total issued and outstanding common stock of the Company at any time.

October 28, 2020, $9,500 was converted into 1,900,000 common shares.

July 23, 2020, $16,900 in debt and $950 in costs were converted into 1,785,000

common shares and on November 2, 2020, $17,300 was converted into 1,730,000 common

notes are convertible into common stock at the discretion of the Holder at the lesser of $0.01 or 50% of the lowest closing

bid price for the Company’s stock during the 20 immediately preceding the date of delivery by Holder to the Company

of the Conversion Notice.

notes are convertible into common stock at the discretion of the Holder at 50% of the lowest closing bid price for the Company’s

common stock during the 30 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion

in this debt is $490 due to the former CEO.

April 2, 2020, these notes terms were changed from non-convertible to convertible at $0.05 debt to 1 common share.

also amended to include the above noted clause with respect to holding less than 9.99% of the issued and outstanding common

During the year ended December 31, 2020, interest accrued on this debt was $6,164 (2019 - $6,146).

For comparative

purposes, these amounts previously shown as debt payable as at December 31, 2019, have been reclassified as convertible debt.

on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other

Options, it was determined that all of the value of the following notes issued during the year ended December 31, 2020

should be allocated to equity and amortized to interest, based on the due date of the debt.

A summary of the balances is as

on the intrinsic value of the beneficial conversion feature, as per FASB topic ASC 470-20 Debt with Conversion and other

Options, it was determined that a portion of the value of the following notes issued during the year ended December 31,

2020 should be allocated to equity and amortized to interest, based on the due date of the debt.

These notes are convertible

into common stock at the discretion of the Holder at 70% of the lowest closing bid price for the Company’s common stock

during the 20 trading days immediately preceding the date of delivery by Holder to the Company of the Conversion Notice.

face value of each note is $25,000 and a summary of the balances is as follows:

9 Related Party

September 28, 2020, the Company entered into a renewable employment agreement with the President and CEO of the Company as described

in Note 12 , Commitments .

President and CEO of the Company currently holds 100 Series B Preferred Super Voting shares which he is entitled to 51% voting

rights no matter how many shares of common stock or other voting stock of the Company are issued or outstanding in the future,

such that he shall always have majority voting control of the Company.

We have adopted the ASU in year ended December 31,

Party Transactions

follow FASB ASC subtopic 850-10, “Related Party Transactions”, for the identification of related parties and disclosure

of related party transactions.

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.

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

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;

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.

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.

Issued Accounting Pronouncements

guidance recently adopted

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

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):

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.

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, 2025, and 2024 are summarized below:

of Accounts Payable and Accrued Liabilities

5 Promissory Notes

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.

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:

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

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

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.

note issued during year ended December 31, 2021

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.

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.

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.

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.

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

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 %.

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.

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

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.

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 %.

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

condensed consolidated interim statements of operations.

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

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

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

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.

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

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.

notes issued during year ended December 31, 2023

February 2023, the Company issued a promissory note $ 44,950 to a third party that is non-interest bearing, unsecured and repayable

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

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

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 .

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:

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

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

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.

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.

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.

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

the years ended December 31, 2021 and 2022, the Company issued convertible notes totaling $ 950,000 and $ 100,000 , respectively.

notes issued during year ended December 31, 2021

August 31, 2021, the Company issued a series of convertible notes with total principal amount and cash proceeds of $ 950,000 .

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.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 171,006 and $ 171,476 respectively, in the

consolidated statements of operations.

notes issued during year ended December 31, 2022

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.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 18,000 and $ 18,049 respectively, in the

consolidated statements of operations.

notes issued during year ended December 31, 2022

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.

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.

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.

fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using

the effective interest method.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 67,501 and $ 67,686 respectively, in the

consolidated statements of operations.

notes issued during year ended December 31, 2023

January 10, 2023, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 100,000 .

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.

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.

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.

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.

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

consolidated statements of operations.

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.

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

consolidated statements of operations.

notes issued during year ended December 31, 2022

February 11, 2022, the Company issued a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 .

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.

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.

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.

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.

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

of operations.

February 11, 2022, the Company issued a convertible note with a principal amount of $ 137,500 for cash proceeds of $ 125,000 .

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.

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.

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.

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.

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

of operations.

notes issued during year ended December 31, 2022

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.

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

at any time until May 5, 2029.

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 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

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.

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

of operations.

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.

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.

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.

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.

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

of operations.

notes issued during year ended December 31, 2022

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.

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.

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.

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.

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

of operations.

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.

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.

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.

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.

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

of operations.

October 14, 2022, the Company issued a convertible note with a principal amount of $ 110,000 for cash proceeds of $ 110,000 .

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.

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.

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.

fair value of the warrants was amortized to consolidated statements of operations over the term of the convertible note using

the effective interest method.

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

of operations.

December 15, 2022, the Company issued a convertible note with a principal amount of $ 220,000 for cash proceeds of $200,000.

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.

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.

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.

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

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

of operations.

notes issued during year ended December 31, 2023

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.

the years ended December 31, 2025 and 2024, the Company recorded interest expense of $ 6,804 and $ 6,823 , respectively, in the consolidated

statements of operations.

notes issued during year ended December 31, 2022

September 16, 2022, the Company issued a convertible note with a principal amount of $ 55,000 for cash proceeds of $ 50,000 .

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.

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.

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

of operations.

7 Senior Secured Notes

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

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).

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.

Notes contain conversion features that allow the Investors to convert the Notes and unpaid interests into shares of the Company’s

common stock.

following common stock transactions occurred during the year ended December 31, 2020:

July 23, 2020, the Company issued 1,785,000 shares of common stock pursuant to the conversion of a note payable of $16,900 at

$0.01 per share plus legal fees of $950, totaling $17,850.

October 28, 2020, the Company issued 1,900,000 shares of common stock pursuant to the conversion of a note payable of $9,500 at

$0.005 per share.

November 2, 2020, the Company issued 1,730,000 shares of common stock pursuant the conversion of a note payable of $17,300 at

$0.01 per share.

following common stock transactions occurred in the year ended December 31, 2019:

March 25, 2019, the Company completed a private placement of 600,000 shares of common stock at a per share price of $0.05 for

gross proceeds of $30,000.

This was issued during the period ended December 31, 2019.

February 14, 2019, the Company completed a private placement of 400,000 shares of common stock at a per share price of $0.05 for

gross proceeds of $20,000.

This was issued during the period ended December 31, 2019.

are no shares subject to warrants or options as of December 31, 2020.

11 Preferred Shares

A 3% Convertible Preferred Stock, par value $0.001 with a stated valued of $100 per share

are 100,000 designated and authorized Series A 3% convertible preferred stock with a 9.99% conversion cap and anti-dilution rights

for 24 months from time of issuance.

Holders of Series A 3% Preferred Stock shall be entitled to receive, when and as declared,

dividends equal to 3% per annum on the stated value, payable in additional shares of Series A Preferred Stock.

Holders of Series

A 3% Convertible Preferred Stock have the right to vote on any matter that may be submitted to the Company’s shareholders

for vote, on an as converted basis, either by written consent or by proxy.

Each share of Series A 3% Convertible Preferred Stock

may be convertible into 3420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the

numerator of which shall be the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares,

and the denominator shall be 360,000,000.

(See Form 8K filing on August 6, 2020, Exhibit 10.3)

July 17, 2020, 92,999 Series A 3% Convertible Preferred Stock were issued pursuant to the License Agreement at a value of $343,094

The acquisition cost was derived using the current market price of $0.04 x 95% of the number of the issued and outstanding shares

of the Company at the time (18,057,565) x 50% of the value.

(See Note 4).

at December 31, 2020, there were unpaid and accrued dividends of $703.

B Super Voting Preferred Stock, par value $0.001

are 100 designated and authorized Series B Super Voting Preferred Stock.

Holders with Series B Super Voting Preferred Stock have

the right to vote on all shareholder matters equal to 51% of the total vote of common stockholders.

The Series B Super Voting

Preferred Stockholder is entitled to 51% voting rights no matter how many shares of common stock or other voting stock of the

Company are issued or outstanding in the future, such that the holder of Series B Super Voting Preferred Stock shall always have

majority control of the Company.

July 17, 2020, 100 Series B Super Voting Preferred Stock were issued pursuant to the License Agreement.

The Series B Super Voting

Preferred Stock was valued at par at $Nil.

Although the Series B Super Voting Preferred Stock is entitled to 51% voting rights

as described above, the stock has no dividend rate nor a conversion feature.

Furthermore, the shares were not issued to the investors

but rather were granted to new unrelated management.

C 2% Convertible Preferred Stock, par value $0.001 with a stated value of $100 per share

are 10,000 designated and authorized Series C 2% convertible preferred stock with a 9.99% conversion cap.

Holders of Series C

2% Preferred Stock shall be entitled to receive, when and as declared, dividends equal to 2% per annum on the stated value, payable

in additional shares of Series C Preferred Stock.

So long as any shares of Series C Preferred Stock remain outstanding, neither

the Company nor any subsidiary thereof shall, without the consent of the Holders of 80% of the shares of Series C Preferred Stock

then outstanding, redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities nor shall the Company directly

or indirectly pay or declare or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities,

nor shall any monies be set aside for or applied to the purchase or redemption of any Junior Securities.

Each holder of the Series

C Preferred Stock shall have the right to vote on any matter that may from time to time be submitted to the Company’s shareholders

for a vote, on an as converted basis, either by written consent or by proxy.

Each share of Series C 2% Convertible Preferred Stock

may be convertible into 100 shares of Common Stock.

at December 31, 2020, no Series C Convertible Preferred shares were issued.

12 Commitments

Company entered into a one-year employment agreement with Jeffrey Canouse on September 28, 2020 as President and Chief Executive

The term may be renewed or non-renewed with not less than thirty days’

notice prior to the expiration of the initial

employment term.

The employment may be terminated by death or disability, terminated with or without cause or terminated by the

If the employee is terminated by the Company without cause or by the employee for good reason, then the Company will

continue to pay his base salary of $8,000 for the remainder of the employment term or renewal term.

Beginning on the first anniversary

date of the initial salary increase and continue on each anniversary of the increase date, the base salary shall be increased

by an amount not less than 5% times the base salary in effect, plus any additional amount as determined by the Company’s

Board of Directors.

As of December 31, 2020, Canouse had received $34,000 in management fees, $24,000 of which was pursuant to

the employment agreement.

Company entered into a one-year employment agreement with Walter Hoelzel on September 29, 2020 as Chief Marketing Officer.

term may be renewed or non-renewed with not less than thirty days’

notice prior to the expiration of the initial employment

The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee.

If the employee is terminated by the Company without cause or by the employee for good reason, then the Company will continue

to pay his base salary of $5,000 for the remainder of the employment term or renewal term.

As of December 31, 2020, Hoelzel had

received $25,000 in consulting fees, $15,000 of which were pursuant to the employment agreement.

Company entered into a one-year employment agreement with Stuart Sher on September 29, 2020 as Chief Creative Officer.

may be renewed or non-renewed with not less than thirty days’

notice prior to the expiration of the initial employment term.

The employment may be terminated by death or disability, terminated with or without cause or terminated by the employee.

employee is terminated by the Company without cause or by the employee for good reason, then the Company shall continue to pay

his base salary for the remainder of the employment term or renewal term.

As of December 31, 2020, Sher had received $25,000 in

consulting fees, $15,000 of which were pursuant to the employment agreement.

Company entered into a consulting agreement with Virtue Development Company on September 29, 2020 for project consultancy.

consulting agreement is for 6 months with 6 months renewal options at the beginning of the 5 th month.

The monthly compensation

is $4,250 and as at December 31, 2020, the Company had paid $12,750 in fees pursuant to this agreement.

Company entered into a consulting agreement with Oscaleta Partners LLC on November 1, 2020 as project manager.

The consulting

agreement may be terminated by either party at the end of the initial 6 months term by giving 30 days written notice to the other

party or at any time with cause.

The monthly compensation is $25,000 and as of December 31, 2020, the Company incurred $75,000

in consulting fees.

Company entered into a one-year consulting agreement with Bernt Ullmann on November 23, 2020 to provide market exposure services.

The monthly compensation is $5,000 per month and as of December 31, 2020, the Company incurred $5,000 fees.

The conversion price is subject to the following:

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.

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.

September 24, 2021, the Notes were amended to change the conversion price to $ 0.02 .

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).

exercise price is subject to adjustment as provided in the Warrant agreement and may be paid on a cashless basis.

24, 2021, the exercise price of the Warrants was amended to $ 0.025 .

Company evaluated the conversion feature and warrants in accordance with Accounting Standards Codification (ASC) 815, Derivatives

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).

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”).

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.

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.

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.

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

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, 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

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.

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.

right can be exercised through written consent or proxy.

Series A Preferred Stock does not have redemption rights.

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.

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.

Series A Preferred Stock is convertible by the holder into 3,420 shares of the Company’s Common Stock at any time after

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.

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 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

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.

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.

Series B Preferred Stock does not have redemption rights.

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.

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.

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

The Company recognized an intangible asset as a result of this share issuance.

Company accounted for its Series A Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities

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.

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 .

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

This transaction resulted in the derecognition of both the derivative liabilities and the Series A Preferred Stock.

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,

options issued expired without exercise.

number of Series B Preferred Stock issued and outstanding as of December 31, 2025 and 2024 was 100 .

C Preferred Stock

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.

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.

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.

Company accounted for its Series C Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities

The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and

was concluded to qualify for derivatives.

Company did not issue Series C Preferred Stock.

As at December 31, 2025 and 2024, no shares of Series C Preferred Stock are outstanding.

D Preferred Stock

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.

Series D Preferred Stock has no voting rights.

Series D Preferred Stock does not have redemption rights.

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.

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.

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.

Series D Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity.

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 .

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 December 31, 2025 and 2024, 155,000 shares of Series D Preferred Stock remain unconverted and

E Preferred Stock and Series E-1 Preferred Stock

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.

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.

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.

Series E Preferred Stock does not have redemption rights.

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

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

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.

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 $ 0.001 per share and

a stated value of $ 0.87 per share.

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.

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.

Series E-1 Preferred Stock does not have redemption rights.

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

The Board did not declare dividends

since issuance of the Series E-1 Preferred Shares.

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.

Series E-1 Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from

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 .

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

Upon the exchange of the Series E Preferred Stock for Series E-1 Preferred Stock, the Company derecognized the related

derivative liabilities during year ended December 31, 2021.

As at December 31, 2025 and 2024, no shares of Series E Preferred

Stock are outstanding.

As of December 31, 2025 and 2024, 1,152,000 shares of Series E-1 Preferred Stock are outstanding.

F Preferred Stock

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

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.

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.

Series F Preferred Stock does not have redemption rights.

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.

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

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 .

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

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 .

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.

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.

Series G Preferred Stock does not have redemption rights.

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.

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.

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.

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

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;

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

H Preferred Stock

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.

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.

Series H Preferred Stock does not have redemption rights.

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.

Series H Preferred Stock allowed holders to convert into common stock by a conversion ratio of 1:1,000.

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.

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

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, 2025 and 2024, there were 1,678,095,243 shares were outstanding,

respectively.

issued warrants issued as loan incentives and valued the warrants on their respective grant dates using the Black-Scholes option

pricing model.

Warrant values per share ranged from $0.023 to $0.002.

For the year ended December 31, 2025, a summary of our warrant

activity is as follows:

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

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.

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.

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 income (loss) as follows:

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

of Income tax expense

and income tax liability

loss for the year

2 unchanged sentences

of change in tax rates

benefit not recognized

tax expense (recovery) and income tax liability (asset)

at December 31, 2020 the tax effect of the temporary timing differences that give rise to significant components of deferred income

tax asset are noted below.

A valuation allowance has been recorded as management believes it is more likely than not that the

deferred income tax asset will not be realized.

loss carried forward

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

income tax asset are noted below.

A valuation allowance has been recorded as management believes it is more likely than not that

the deferred income tax asset will not be realized.

of Deferred taxes

net losses carried forward

taxes recognized

losses of $438,000 will expire between 2028 and 2039.

Tax losses of $697,000 have no expiry date.

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

corporate income tax returns.

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

to December 31, 2020, the Company issued convertible notes payable totaling $35,000, convertible at $0.05 with a rate of 10% per

annum that matures on January 31, 2022.

February 16, 2021, the Company entered into a Share Exchange Agreement with Sovryn Holdings, Inc.

to exchange 100% of the outstanding

common shares of Sovryn Holdings, Inc.

for i) 100 shares of Series B Preferred Stock of the Company to be transferred by Jeffrey

Canouse, the Company’s CEO to a designee of Sovryn and ii) 1,000 shares of Series E Convertible Preferred Stock.

effectiveness of an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common

stock, from par value $0.001 to par value $0.0001 per share, from 500,000,000 shares to 7,000,000,000 shares, all shares of Series

E Convertible Preferred Stock issued to the shareholders shall automatically convert into approximately 2,305,000,000 shares of

common stock of the Company.

The Series E Convertible Preferred Stock votes on an as-converted basis with the common stock prior

to their conversion.

The Series E Preferred Stock shall represent approximately 59% of the fully diluted shares of common stock

of the Company after the closing of the transactions contemplated by the Securities Purchase Agreement.

to the closing of the Share Exchange Agreement with Sovryn Holdings, Inc., the Holders of the outstanding convertible notes payable

of $764,000 will exchange their convertible notes payable to 230,000 shares of Series D Convertible Preferred Stock.

Series D Convertible Preferred Stock shall be convertible into common stock of the Company at a ratio of 1,000 shares of common

stock for each share of Series D Convertible Preferred Stock held.

At the same time, Series A Convertible Preferred Stock that

were previously issued, can be exchanged for common stock as well.

February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors LP (the

“Investors”) pursuant to which we pursuant to which it issued convertible notes in an aggregate principal amount of

$16.5 million for an aggregate purchase price of $15 million (collectively, the “Notes”).

In connection with the issuance

of the Notes, the Company issued to the Investors warrants to purchase an aggregate of 192,073,017 shares of Common Stock (collectively,

the “Warrants”) and 1,000 shares of series F convertible preferred stock (the “Series F Preferred Stock”).

Notes each have a term of thirty-six months and mature on February 17, 2023, unless earlier converted.

The Notes accrue interest

at a rate of 11% per annum, subject to increase to 20% per annum upon and during the occurrence of an event of default.

is payable in cash on a quarterly basis beginning on March 31, 2021.

Notwithstanding the above, at the Company’s election,

any interest payable on an applicable payment date may be paid in registered Common Stock of the Company (rather than cash) in

an amount equal (A) the amount of the interest payment due on such date, divided by (B) an amount equal to 80% of the average

VWAP of the Common Stock for the five (5) days immediately preceding the date of conversion.

Notes are convertible at any time, at the holder’s option, into shares of our common stock equal to the lesser of:

amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common Stock

Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding securities

of the Company that are exercisable for or convertible into such equity securities of the Company) and (ii) $1.00, subject to

adjustment herein (the “Conversion Price”) , subject to certain beneficial ownership

limitations (with a maximum ownership limit of 9.99%) .

The conversion price is also

subject to adjustment due to certain events, including stock dividends, stock splits and in connection with the issuance by the

Company of common stock or common stock equivalents at an effective price per share lower than the conversion price then in effect .

Notwithstanding the foregoing, at any time during the continuance of any Event of Default, the Conversion Price in effect shall

be equal to 75% of the average VWAP of the Common Stock for the five (5) Trading Days on the Trading Market immediately preceding

the date of conversion (the Alternative Conversion Price”);

provided, however, that the Alternate Conversion Price may not

exceed $0.015 per share, as adjusted pursuant to the terms of the Notes.

The conversion price is also subject to adjustment due

to certain events, including stock dividends, stock splits and in connection with the issuance by the Company of common stock

or common stock equivalents at an effective price per share lower than the conversion price then in effect.

The Notes may not

be redeemed by the Company.

Warrant is exercisable for a period of five years from the date of issuance at an initial exercise price to (i) 125%, times (ii)

the amount determined by dividing (A) $50,000,000, by (B) the total number of shares of preferred stock, Common Stock and Common

Stock Equivalents outstanding on such Conversion Date (assuming full conversion or exercise of all then issued and outstanding

securities of the Company that are exercisable for or convertible into such equity securities of the Company), subject to adjustment

herein , subject to certain beneficial ownership limitations (with a maximum ownership

limit of 9.99%) .

The exercise price is also subject to adjustment due to certain events,

including stock dividends, stock splits and recapitalizations .

Series F Preferred Stock have no voting rights and shall convert into 4.9% of our issued and outstanding shares of common stock

on a fully diluted basis upon Shareholder Approval.

of the Investors have contractually agreed to restrict their ability to exercise the Warrants and convert the Notes such that

the number of shares of the Company common stock held by each of them and their affiliates after such conversion or exercise does

not exceed 9.99% of the Company’s then issued and outstanding shares of common stock.

February 17, 2021, Sovryn, entered into an asset purchase agreement (the “Asset Purchase Agreement”) with NRJ TV II

CA OPCO, LLC, a Delaware limited liability company (“OpCo”) and NRJ TV III CA License Co., LLC, a Delaware limited

liability company (together with OpCo, “Sellers”).

Upon the terms and subject to the satisfaction of the conditions

described in the Asset Purchase Agreement, Sovryn will acquire the licenses and Federal Communications Commission (“FCC”)

authorizations to the KNET-CD and KNLA-CD Class A television stations owned by the Sellers (the “Acquired Stations”),

certain tangible personal property, real property, contracts, intangible property, files, claims and prepaid items together with

certain assumed liablities in connection with the Acquired Stations (the “Asset Sale Transaction”).

As consideration

for the Asset Sale Transaction, Sovryn has agreed to pay the Sellers $10,000,000, $2,000,000 of which was paid to Sellers upon

execution of the Asset Purchase Agreement, as follows:

(i) an escrow deposit of $1,000,000 to be held in escrow pursuant to the

terms of an escrow agreement entered into between Sovryn and the Sellers (the “Escrow Fee”) and (ii) a non-refundable

option fee of $1,000,000 (the “Option Fee”).

closing of the Asset Sale Transaction (the “Closing”) is subject to, among other things, consent by the FCC to the

assignment of the FCC authorizations pertaining to the Acquired Stations, from Sellers to Sovryn (the “FCC Consent”).

The Closing shall occur no more than five (5) business days following the later to occur of (i) the date on which the FCC Consent

has been granted and (ii) the other conditions to the Closing set forth in the Asset Purchase Agreement.

with the closing of the Asset Purchase Agreement, the Board of Directors of the Company appointed Phil Falcone to serve as the

Company’s new Chief Executive Officer and member of the Board of Directors;

Henry Turner was appointed as Chief Technology

Officer and Chief Operating Officer;

and Warren Zenna as a member of the Board of Directors.

Jeffrey Canouse resigned his position

as Chief Executive Officer and was appointed as Chief Compliance Officer and Secretary of the Company and will continue to be

a member of the Board of Directors.

Effective 10 days after mailing to shareholders of a Schedule 14F-1 proposing changes in the

Company’s Board of Directors, Jeffrey Canouse will resign as a director of the Company and Warren Zenna will become a director

of the Company.

Madison Technologies Inc.

Form 10-K - 2020

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.

are no changes in and disagreements with Madison’s accountants on accounting and financial disclosure.

Madison’s Independent

Registered Public Accounting Firm since January 31, 2009 has been K.

Margetson Ltd, Chartered Professional Accountant, 331

East 5 th Street, North Vancouver, BC V7L 1M1, Canada.

are no disagreements with our accountants on accounting and financial disclosure.

Our independent registered public accounting

firm since May 1, 2024, is SRCO Professional Corporation, Park Place Corporate Centre, 15 Wertheim Court, Suite 409, Richmond

Hill, Ontario, Canada L4B 3H7.

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/A

Item 8. Financial Statements and Supplementary Data