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~~United~~UNITED ~~states~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(~~Mark One~~D) OF THE SECURITIES EXCHANGE ACT OF 1934

☒For the quarterly ~~report~~period ~~under~~ended ~~section~~June 1330, ~~0r 15(d) of the securities exchange act of 1934~~2025

~~For the quarterly period ended September 30, 2023~~OR

☐ ~~transition~~TRANSITION ~~report~~REPORT ~~under~~UNDER ~~section~~SECTION 13 0rOR 15(dD) ofOF ~~the~~THE ~~securities~~SECURITIES ~~exchange~~EXCHANGE ~~act~~ACT ofOF 1934

For the transition period from ________________________ to _______________________

Commission file number 000-51302

~~Madison Technologies~~MADISON ~~Inc.~~ TECHNOLOGIES, INC (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Nevada		85-2151785
(State of Incorporation)		(I.R.S. Employer Identification No.)

2500 Westchester Avenue, Suite 401, Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

Nevada		85-2151785
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(212) 257-4193

2500 Westchester Avenue, Purchase, NY		10577
(Address of principal executive offices)		(Zip Code)

(Registrant’s telephone number, including area code)

~~(212)~~Indicate by ~~257-4193~~check ~~(Registrant’s~~mark ~~telephone~~if ~~number~~the registrant is a well-known seasoned issuer, ~~including~~as ~~area~~defined ~~code)~~in Rule 405 of the Securities Act. Yes ☐ No ☒

~~Securities~~Indicate ~~registered~~by check mark if the registrant is not required to file reports pursuant to Section 1213 or Section 15(bd) of the Act~~: None~~. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~and~~ and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

☐Indicate ~~Yes~~by ☒check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated ~~Interactive~~filer, ~~Data~~an ~~File~~accelerated ~~required~~filer, toa benon-accelerated ~~submitted~~filer, ~~and~~a ~~posted~~smaller reporting ~~pursuant~~company, toor ~~Rule~~an ~~405~~emerging ofgrowth ~~Regulation~~company. ~~S-T~~See ~~(s.~~the ~~232.405~~definitions of ~~this~~“large ~~chapter)~~accelerated ~~during~~filer,” ~~the~~“accelerated ~~preceding~~filer,” “smaller 12reporting ~~months~~company,” ~~(or~~and ~~for~~“emerging ~~such~~growth ~~shorter~~company” ~~period that~~in ~~the~~Rule ~~registrant~~12b-2 ~~was~~of ~~required~~the toExchange ~~submit such files)~~Act.

Large accelerated filer ☐ ~~Yes~~ Non-accelerated filer ☐ Accelerated filer ☐ Smaller reporting company ☒ No(Do not check if a smaller reporting company) Emerging growth company ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Larger accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

☐As ~~Yes~~of ☒December No23, 2025, 1,603,095,243 shares of the registrant’s Common Stock, $0.001 par value, were issued and outstanding.

~~State~~TABLE ~~the~~OF ~~number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.~~CONTENTS

Class		Outstanding at May 14, 2024
Common Stock, $0.001 par value per share		1,603,095,243

MADISON TECHNOLOGIES INC.

TABLE OF Contents

FORM 10-Q

~~September~~QUARTER ENDED June 30, ~~2023~~2025

		~~Page~~	Page
Part I.	FINANCIAL INFORMATION
PART I FINANCIAL INFORMATION
Item 1.	~~CONDENSED~~Condensed ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements (~~UNAUDITED~~Unaudited)		3
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Interim Balance Sheets at June 30, 2025 (unaudited) and December 31, 2024 (audited)		3
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Interim Statements of Operations for the three and six months ended June 30, 2025 and 2024 (unaudited)		4
	Condensed Consolidated Statements of Stockholders’ Deficit	3
	Condensed Consolidated Interim Statements of Mezzanine Equity and Stockholders’ Deficiency for the six ended June 30, 2025 and 2024 (unaudited)		5
	Condensed Consolidated Statements of Cash Flows	4
	Condensed Consolidated Interim Statements of Cash Flows for the six months ended June 30, 2025 and 2024 (unaudited)		6
	Notes to the Condensed Consolidated Financial Statements	5
	Notes to the Condensed Consolidated Interim Financial Statements		7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24	30
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28	31
Item 4.	Controls and Procedures	28	31
Part II.	OTHER INFORMATION	31
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	31	33
Item 1A.	Risk Factors	31	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31	33
Item 3.	Defaults ~~upon~~Upon Senior Securities	31	33
Item 4.	Mine Safety Disclosures	32	33
Item 5.	Other Information	32	33
Item 6.	Exhibits	32	34
	Signatures	34

MADISON TECHNOLOGIES INC.

condensed consolidated Balance Sheets

(Unaudited)

	September 30, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	—		$	—
Prepaid expenses		—			12,722
Assets from discontinued operations		—			11,726,332
Total Current Assets		—			11,739,054
Investments		—			100
Total Assets	$	—		$	11,739,154
LIABILITIES AND STOCKHOLDERS’ DEFICIT
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,129,692		$	741,399
Derivative liability		4,429,329			4,429,329
Promissory notes		1,067,947			936,112
Convertible notes		2,472,417			1,883,295
Interest payable on senior secured notes		4,661,250			3,300,000
Senior secured notes, net of discount		15,855,675			14,599,240
Liabilities from discontinued operations		—			2,582,902
Total current liabilities		29,615,310			28,472,277
Preferred Shares–- Series C, $0.001 par value; 2%, stated value $100 per share 10,000 shares designated, 0 issued and outstanding, September 30, 2023 and December 31, 2022, respectively;		—			—
Preferred Shares–- Series D, $0.001 par value; convertible, stated value $3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, September 30, 2023 and December 31, 2022, respectively; 75,000 converted		155			155
Preferred Shares–- Series E, $0.001 par value; convertible, stated value $1,000 per share, 1,000 shares designated, 0 issued and outstanding, September 30, 2023 and December 31, 2022, respectively; 1,000 shares exchanged for Series E-1		—			—
Preferred Shares – Series E-1, $0.001 par value; convertible, stated value $0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, September 30, 2023 and December 31, 2022, respectively;		1,153			1,153
Preferred Shares – Series F, $0.001 par value; convertible, stated value $1 per share, 1,000 shares designated, 0 issued and outstanding, September 30, 2023 and December 31, 2022, respectively; 1,000 shares converted		—			—
Preferred Shares – Series G, $0.001 par value; convertible, stated value $1,000 per share, 4,600 shares designated, 0 issued and outstanding, September 30, 2023 and December 31, 2022, respectively; 4,600 shares converted		—			—
Preferred Shares – Series H, $0.001 par value; convertible, stated value $1 per share, 39,895 shares designated, issued and outstanding, September 30, 2023 and December 31, 2022, respectively;		40			40
STOCKHOLDERS’ DEFICIT
Capital Stock:
Preferred Shares – 50,000,000 shares authorized, $0.001 par value;		—			—
Preferred Shares–- Series A, $0.001 par value; 3%, stated value $100 per share, 100,000 shares designated, 0 shares issued and outstanding, September 30, 2023 and December 31, 2022, respectively;		—			—
Preferred Shares–- Series B, $0.001 par value; 100 shares designated, 100 shares issued and outstanding, September 30, 2023 and December 31, 2022, respectively		—			—
Common Shares - $0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, September 30, 2023 and December 31, 2022, respectively		1,603,095			1,603,095
Additional paid in capital		10,549,165			10,549,265
Accumulated deficit		(41,768,918	)		(28,886,831	)
Total stockholders’ deficit		(29,616,658	)		(16,734,471	)
Total liabilities and stockholders’ deficit	$	—		$	11,739,154

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Revenues	$	—		$	—		$	—		$	—
Operating Expenses
Selling, general and administrative		—			130,664			351,022			327,855
Professional fees		—			206,623			107,740			1,484,393
Total operating expenses		—			337,287			458,762			1,812,248
Loss before other expense		—			(337,287	)		(458,762	)		(1,812,248	)
Other income (expenses)
Other income		—			10,034			—			29,081
Loss on disposition of assets		—			—			(15,859,990	)		—
Interest expense		(1,034,496	)		(1,450,495	)		(3,248,679	)		(4,466,875	)
Total other expense		(1,034,496	)		(1,440,461	)		(19,108,669	)		(4,437,794	)
Loss from continuing operations		(1,034,496	)		(1,777,748	)		(19,567,431	)		(6,250,042	)
Income (loss) from discontinued operations		—			(101,525	)		6,685,344			(699,389	)
Net loss and comprehensive loss	$	(1,034,496	)	$	(1,879,273	)		(12,882,087	)		(6,949,431	)
Net loss per share-Basic and diluted	$	(0.001	)	$	(0.002	)		(0.008	)		(0.003	)
Average number of shares of common stock outstanding		1,603,095,243			1,599,095,027			1,603,095,243			1,599,095,027

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

Item 1: Financial Statements.

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED ~~StatementS~~INTERIM ofBALANCE ~~stockholders’~~SHEETS ~~DEFICIT~~AT JUNE 30, 2025 (Unaudited) AND DECEMBER 31, 2024 (Audited)

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

							Additional
	June 30, 2025			December 31, 2024
	Common						Paid In			Accumulated
ASSETS
	Shares			Amount			Capital			Deficit			Total
CURRENT ASSETS
Balance, December 31, 2022		1,603,095,243		$	1,603,095		$	10,549,265		$	(28,886,831	)	$	(16,734,471	)
Prepaid expense	$	51,275		$	130,568
Net loss for the period		—			—			(100	)		(12,882,087	)		(12,882,187	)
Total Assets	$	51,275		$	130,568
Balance, September 30, 2023		1,603,095,243		$	1,603,095		$	10,549,165		$	(41,768,918	)	$	(29,616,658	)
LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY
CURRENT LIABILITIES
Accounts payable and accrued liabilities (Note 4)	$	3,264,925		$	2,772,924
Loan from a principal shareholder (Note 8)		523,307			394,617
Promissory notes (Note 5)		1,064,834			1,064,834
Convertible notes (Note 6)		2,545,500			2,545,500
Interest payable on senior secured notes (Note 7)		7,126,870			6,398,894
Senior secured notes (Note 7)		7,340,093			7,340,093
Total liabilities		21,865,529			20,516,862
MEZZANINE EQUITY
Preferred Stock – Series A, 50,000,000 shares authorized, $0.001 par value per share, stated value $100 per share, 100,000 shares designated, No shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		—			—
Preferred Stock - Series C, $0.001 par value; stated value $100 per share, 10,000 shares designated, No issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		—			—
Total Mezzanine Equity		—			—
STOCKHOLDERS’ DEFICIENCY
Preferred Stock - Series B, $0.001 par value; 100 shares designated, 100 shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		—			—
Preferred Stock - Series D, $0.001 par value; convertible, stated value $3.32 per share, 230,000 shares designated, 155,000 shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		155			155
Preferred Stock- Series E, $0.001 par value; convertible, stated value $1,000 per share, 1,000 shares designated,0 Nil issued and outstanding, June 30, 2025 and December 31, 2024, respectively; (Note 9)		—			—
Preferred Stock - Series E-1, $0.001 par value; convertible, stated value $0.87 per share, 1,152,500 shares designated, 1,152,500 shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		1,153			1,153
Preferred Stock - Series F, $0.001 par value; convertible, stated value $1 per share, 1,000 shares designated, 0 Nil issued and outstanding, December 31, 2024 and 2023, respectively (Note 9)		—			—
Preferred Stock - Series G, $0.001 par value; convertible, stated value $1,000 per share, 4,600 shares designated, 0 Nil issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9);		—			—
Preferred Stock – Series H, $0.001 par value; convertible, stated value $1 per share, 39,895 shares designated, 39,895 issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		40			40
Common Stock - $0.001 par value; 6,000,000,000 shares authorized, 1,603,095,243 shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively (Note 9)		1,603,095			1,603,095
Additional Paid in Capital (Note 9)		9,667,389			9,667,389
Accumulated deficit		(33,086,086	)		(31,658,127	)
Total stockholders’ deficiency		(21,814,254	)		(20,386,294	)
Total liabilities, mezzanine equity and stockholders’ deficiency	$	51,275		$	130,568

					Additional
	Common				Paid In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2021		1,599,095,027	$	1,599,095	$	10,473,261	$	(15,747,021	)	$	(3,674,665	)
Net loss for the period		—		—		—		(6,949,431	)		(6,949,431	)
Balance, September 30, 2022		1,599,095,027	$	1,599,095	$	10,473,261	$	(22,696,452	)	$	(10,652,096	)

See the accompanying notes to the unaudited condensed consolidated interim financial statements

See Accompanying Notes to the Unaudited Condensed Consolidated Financial Statements.

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF ~~CASH~~OPERATIONS ~~FLOWS~~FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (Unaudited)

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

	For the Nine Months Ended
	Three Months Ended						Six Months Ended
	September 30, 2023			September 30, 2022
	June 30, 2025			June 30, 2024			June 30, 2025			June 30, 2024
Cash flows from operating activities:
Revenues	$	—		$	—		$	—		$	—
Net loss from continuing operations for the period	$	(19,567,431	)	$	(6,250,042	)
Operating Expenses
Adjustments to reconcile net loss to cash used in operating activities:
General and administrative		40,046			9,026			101,022			24,498
Amortized interest		1,647,666			1,834,916
Professional fees		80,270			66,000			137,174			190,703
Accrued interest on notes receivable					(23,810	)
Total operating expenses		120,316			75,026			238,196			215,201
Fair value of Warrant issued for services					9,000
Loss before other expense		(120,316	)		(75,026	)		(238,196	)		(215,201	)
Loss on disposal of assets		9,143,430			—
Other income (expenses)
Changes in assets and liabilities:
Amortized expense (Notes 5, 6 and 7)		—			—			—			(130,226	)
Accounts payable and accruals		1,749,542			138,591
Interest expense (Notes 5, 6 and 7)		(598,166	)		(598,166	)		(1,189,763	)		(1,158,677	)
Prepaid expenses		12,722			13,318
Total other expense		(598,166	)		(598,166	)		(1,189,763	)		(1,288,903	)
Net cash used in operating activities		(7,014,071	)		(2,256,779	)
Loss before income taxes		(718,482	)		(673,192	)		(1,427,959	)		(1,504,104	)
Cash flows from investing activities:
Income tax expense		—			—			—			—
Purchases of equipment, intangible assets and goodwill		—			(30,427	)
Net loss	$	(718,482	)	$	(673,192	)		(1,427,959	)		(1,504,104	)
Funds advanced for note receivable		—			(58,874	)
Loss per share, basic and diluted	$	(0.0004	)	$	(0.0004	)		(0.0009	)		(0.0009	)
Net cash used in investing activities		—			(89,301	)
Weighted average basic and diluted shares outstanding		1,603,095,243			1,603,095,243			1,603,095,243			1,603,095,243
Cash flows from financing activities:
Proceeds from convertible and subordinate notes sold, net	$	328,726		$	1,452,000
Net cash provided by financing activities		328,726			1,452,000
Cash flows used in continuing operations		—			(894,081	)
Cash flows from discontinued operations:
Net cash (used in) provided by operating activities		(6,685,345	)		893,352
Cash flows from discontinued operations		(6,685,345	)
Net decrease in cash		—			(729	)
Cash, beginning of period		—			729
Cash, end of period	$	—		$	—
SUPPLEMENTAL DISCLOSURE
Interest paid	$	—		$	529,786
Taxes paid	$	—		$	—

See ~~Accompanying~~ ~~Notes~~the accompanying notes to the ~~Unaudited~~unaudited ~~Condensed~~condensed ~~Consolidated~~consolidated ~~Financial~~interim ~~Statements~~financial statements

MADISON TECHNOLOGIES INC.

~~NOTES~~ CONDENSED TOCONSOLIDATED INTERIM STATEMENTS OF MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIENCY FOR THE ~~CONDENSED~~THREE ~~CONSOLIDATED~~AND ~~FINANCIAL~~SIX ~~STATEMENTS~~ENDED JUNE 30, 2025 AND 2024 (Unaudited)

~~(Unaudited)~~For the Three and Six Months Ended June 30, 2025 and 2024

~~September~~(Currency expressed 30in United States Dollars (“US$ or $”), ~~2022~~except for number of shares)


	Mezzanine Equity		Common Stock		Preferred Stock		Additional Paid	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	In Capital	Deficit		Total
	#	$	#	$	#	$	$	$		$
Balance, December 31, 2024	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(31,658,127	)	(20,386,295	)
Net loss for the period	—	—	—	—	—	—	—	(1,427,959	)	(1,427,959	)
Balance, June 30, 2025	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(33,086,086	)	(21,814,254	)

Balance, April 1, 2025	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(32,367,604	)	(21,095,771	)
Net loss for the period	—	—	—	—	—	—	—	(718,482	)	(718,482	)
Balance, June 30, 2025	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(33,086,086	)	(21,814,254	)

Balance, December 31, 2023	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(28,857,578	)	(17,585,746	)
Net loss for the period	—	—	—	—	—	—	—	(1,504,104	)	(1,504,104	)
Balance, June 30, 2024	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(30,361,682	)	(19,089,850	)

Balance, April 1, 2024	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(29,688,490	)	(18,416,658	)
Net loss for the period	—	—	—	—	—	—	—	(673,192	)	(673,192	)
Balance, June 30, 2024	—	—	1,603,095,243	1,603,095	1,347,495	1,348	9,667,389	(30,361,682	)	(19,089,850	)

See the accompanying notes to the unaudited condensed consolidated interim financial statements

MADISON TECHNOLOGIES INC.

CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS FOR THE
SIX MONTHS ENDED JUNE 30, 2025 AND 2024 (Unaudited)

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


	For the			For the
	Six Month Ended			Six Month Ended
	June 30, 2025			June 30, 2024

Cash flows from operating activities:
Net loss for the period	$	(1,427,959	)	$	(1,504,104	)
Adjustments to reconcile net loss to cash used in operating activities:
Amortized expenses (Notes 5, 6 and 7)		—			130,226
Changes in non-cash working capital items:
Prepaid expenses		79,293			—
Accounts payable and accrued liabilities		492,001			426,358
Interest payable on senior secured notes		727,976			731,998
Net cash used in operating activities		(128,690	)		(215,522	)
Cash flows from investing activities		—			—
Cash flows from financing activities:
Loan from a principal shareholder		128,690			215,522
Net cash provided by financing activities		128,690			215,522
Net increase (decrease) in cash		—			—
Cash, beginning of the period		—			—
Cash, end of the period	$	—		$	—

SUPPLEMENTAL DISCLOSURE
Interest paid	$	—		$	—
Taxes paid	$	—		$	—

See the accompanying notes to the unaudited condensed consolidated interim financial statements

MADISON TECHNOLOGIES, INC.

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

June 30, 2025 (Unaudited)

Note 1 Nature of Operations

Madison Technologies Inc. (~~“Madison” or~~ the “Company” ~~or “we” or “us” or “our”~~) was incorporated on June 15, 1998 in the State of Nevada, and our shares of ~~common stock, par value $0.001 per share (“~~Common Stock~~”),~~ are quoted on the Experts Market tier of the over-the-counter market operated by OTC Markets, Inc.

We are seeking to create, develop and launch BlockchainTV (“BCTV”), the first-to-market 24/7 television broadcast and streaming communications network designed to bring the most up-to-date crypto information and entertainment to the masses in the U.S. and around the world.

Note 2 Going Concern

The accompanying unaudited condensed consolidated interim financial statements have been prepared assuming we will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. For the ~~year~~period ended ~~December~~ 31June 30, ~~2022~~2025, we generated no revenues from ~~continuing~~ operations, incurred a net loss of $131,~~139~~427,~~810~~959 ~~and~~(June as30, of2024 ~~December~~- 31$1, ~~2022~~504,104) and had a working capital deficit of $21,814,254 (December 31, 2024 - $20,386,294) and an accumulated deficit of $1333,~~860~~086,~~314~~086 ~~and~~(December 31, 2024 - $2831,~~886~~658,~~831, respectively~~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 ~~this~~these ~~report~~unaudited condensed consolidated interim financial statements. Our ability to continue as a going concern is dependent upon management’s ability to raise additional capital as needed from the sales of stock or debt and further implement our business plan. However, the Company may not be able to secure such financing in a timely manner or on favourable terms, if at all. Furthermore, if the Company issues equity securities to raise additional funds, its existing stockholders may experience dilution, and the new equity securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. The accompanying unaudited condensed consolidated interim financial statements do not include any adjustments that might be required should we be unable to continue as a going concern.

Note 3 Summary of Significant Accounting Policies

~~Use~~Basis of ~~estimates~~Presentation

The ~~preparation~~accompanying ofunaudited ~~the~~ condensed consolidated interim financial statements inhave ~~conformity~~been ~~with~~prepared ~~generally~~in ~~accepted~~accordance with accounting principles ~~requires~~ ~~management~~generally toaccepted ~~make~~in ~~estimates~~the ~~and~~United ~~assumptions~~States ~~that~~(“US ~~affect~~GAAP”) ~~the~~for ~~reported~~interim ~~amounts~~financial ofinformation ~~assets~~ and ~~liabilities~~the Securities and ~~disclosure of contingent~~Exchange ~~assets~~Commission ~~and~~(“SEC”) ~~liabilities~~instructions atto ~~the~~Form ~~date~~10-Q ~~of the financial statements~~ and ~~the~~Article ~~reported~~8 ~~amounts~~ of ~~revenue~~SEC ~~and~~Regulation ~~expenses during the reporting period~~S-X. ~~Management~~Accordingly, ~~makes~~they ~~its~~do ~~best~~not ~~estimate~~include all of the ~~ultimate~~information ~~outcome~~and ~~for~~footnotes ~~these~~required ~~items~~by ~~based~~generally onaccepted ~~historical~~accounting ~~trends~~principles ~~and~~for ~~other~~complete ~~information available~~consolidated ~~when the~~ financial statements ~~are~~and ~~prepared.~~should ~~Changes~~be inread ~~estimates are recognized~~ in ~~accordance~~conjunction with the ~~accounting~~Company’s ~~rules for~~audited ~~the~~consolidated ~~estimate,~~financial ~~which~~statements isfor ~~typically in~~ the ~~period~~years ended ~~when~~December ~~new~~31, ~~information~~2024 ~~becomes~~and ~~available~~2023 toand ~~management.~~their ~~Actual~~accompanying ~~results could differ from those estimates~~notes.

5The accompanying unaudited condensed consolidated interim financial statements are expressed in United States dollars (“USD”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of financial position and results of operations for the interim periods presented have been reflected herein. Operating results for the interim periods presented herein are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The Company’s fiscal year-end is December 31.

The unaudited condensed consolidated interim financial statements include the accounts of the Company and its wholly owned subsidiary. Significant intercompany accounts and transactions have been eliminated.

Significant accounting estimates and assumptions

The preparation of the unaudited condensed consolidated interim financial statements requires the use of estimates and assumptions to be made in applying the accounting policies that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities. The estimates and related assumptions are based on previous experiences and other factors considered reasonable under the circumstances, the results of which form the basis for making the assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

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

●	Fair value of equity classified conversion feature and warrants

In determining the fair values of the equity classified conversion feature and warrants pursuant to debt financing transactions, the Company applies a market-based valuation technique using the most recent private placement price as a proxy for fair value. This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of unobservable inputs.

●	Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a previous event, if it is probable that the Company will be required to settle the obligation and a reliable estimate can be made of the obligation. The amount recognized is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligations. Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate of the expected future cash flows.

●	Contingencies

Contingencies can be either possible assets or possible liabilities arising from past events, which, by their nature, will be resolved only when one or more uncertain future events occur or fail to occur. The assessment of the existence and potential impact of contingencies inherently involves the exercise of significant judgment and the use of estimates regarding the outcome of future events.

●	Going concern

The Company evaluates its ability to continue as a going concern in accordance with ASC 205-40, Presentation of Financial Statements – Going Concern. This assessment requires significant judgment and involves the evaluation of relevant conditions and events that are known or reasonably knowable at the date the financial statements are issued, including the Company’s current financial condition, obligations due within one year, expected future cash flows, access to capital, and management’s plans.

The assessment involves inherent uncertainty, as it requires management to project future conditions and the effectiveness of any plans intended to address potential liquidity shortfalls. If substantial doubt about the Company’s ability to continue as a going concern is identified, management evaluates whether its plans will mitigate that doubt, and appropriate disclosures are made in the financial statements.

Consolidation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of our ~~current and former~~ wholly owned ~~subsidiaries~~subsidiary, Blockchain.tv, Inc., ~~and~~which ~~SovRryn~~is ~~Holdings~~dormant ~~Inc.~~has ~~(“Sovryn”).~~not ~~Sovryn~~had isoperations ~~consolidated~~since upits ~~until~~inception. ~~January~~The ~~31,~~functional ~~2023~~ and ~~recognized as~~reporting acurrency ~~discontinued~~of ~~operation. All~~ the Company ~~intercompany balances~~ and ~~transactions~~its ~~have~~subsidiaries ~~been~~are ~~eliminated~~U.S. ~~in the consolidation~~Dollar.

Interim Reporting

While the information presented in the accompanying interim three-month financial statements is unaudited, it includes all adjustments, which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2022 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2022 annual financial statements. Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results that can be expected for the year ended December 31, 2023.

Segment reporting

~~Our~~Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker isin deciding how to allocate resources and assessing performance. We identified our Chief Executive Officer as the chief ~~executive~~operating ~~officer,~~decision ~~who~~maker. ~~reviews~~We ~~information~~operate onin anone ~~aggregated~~operating ~~basis~~segment. Our operating decision maker allocates resources and assesses performance at the consolidated level.

~~Reclassifications~~8

~~Certain~~Fair ~~prior~~Value ~~year~~of ~~amounts~~Financial ~~have been reclassified to conform to the current year presentation.~~Instruments

~~Revenue~~ASC ~~recognition~~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:

We● ~~adopted~~Level ~~the~~1 ~~ASC~~– ~~Topic~~Valuation ~~606,~~based ~~Revenue~~on ~~from~~quoted ~~Contracts~~market ~~with~~prices Customers (“ASC 606”). We recognize revenue when we transfer promised services to the customer. The performance obligation is the monthly services rendered. We have one main revenue source which is leasing of television station channels. Accordingly, we recognize revenue when services are provided as time passes the customers have access to utilize the channel. These revenues are billed in ~~advance,~~active ~~arrears~~markets and/or are prepaid. The performance obligation is the monthly services rendered. For January 2023, we had one main revenue source, which is the leasing of television channels, and no revenue source thereafter. Where there is a leasing contract for ~~channels,~~identical weassets ~~bill~~or ~~monthly for our services as rendered~~liabilities. ~~Where there is no contract, the revenue is recognized as provided.~~

We● ~~recognize~~Level ~~revenue~~2 in– ~~accordance~~Valuation ~~with~~based ~~ASC~~on ~~606~~quoted ~~using~~market ~~the~~prices ~~following~~for 5similar ~~steps~~assets toand ~~identify~~liabilities ~~revenues:~~in active markets.

● Level ~~identify~~3 ~~the~~– ~~contract~~Valuation ~~with~~based aon ~~customer;~~unobservable ●inputs ~~identify~~that ~~the~~are ~~performance~~supported ~~obligations~~by inlittle ~~the~~or ~~contract;~~no ●market ~~determine~~activity, ~~the~~therefore ~~transaction~~requiring management’s ~~price;~~best ●estimate ~~allocate~~of ~~the~~what ~~transaction~~market ~~price~~participants towould ~~performance~~use ~~obligations in the contract; and ● recognize revenue~~ as ~~the~~fair ~~performance obligation is satisfied~~value.

6In 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.

~~Advances~~Fair ~~from~~value ~~client~~estimates ~~deposits~~presented herein are ~~contract~~based ~~liabilities~~on ~~with~~market ~~customers~~assumptions ~~that~~and ~~represent~~information ~~our~~available ~~obligation~~ to ~~either~~management ~~transfer~~as ~~goods~~of orthe ~~services~~reporting date. inThe ~~the~~carrying ~~future,~~amounts orof ~~refund~~certain ~~the~~financial ~~amount~~instruments ~~received.~~approximate ~~Where~~their ~~possible,~~fair wevalues ~~obtain~~due ~~retainers~~ to ~~lessen~~their ~~our~~short-term ~~risk~~maturities ofor ~~non-payment~~because their bystated ~~our~~interest ~~customers~~rates approximate market rates. ~~Advances~~ ~~from~~These ~~client~~instruments ~~deposits~~include ~~are~~accounts ~~recognized~~payable asand ~~revenue~~accrued asexpenses, weinterest payable ~~meet~~on ~~specified~~senior ~~performance~~secured ~~obligations~~notes, aspromissory ~~detailed~~notes, inconvertible ~~the~~notes ~~contract~~and senior secured notes.

~~Impairment~~Convertible ofnotes ~~Long-Lived~~and ~~Assets~~other debt instruments

In ~~accordance~~connection with the ~~provisions~~issuance of ~~ASC~~promissory ~~Topic~~and ~~360~~convertible notes, ~~“Impairment~~in orcertain ~~Disposal~~instances ofwe ~~Long-Lived~~issued ~~Assets”,~~common ~~all~~share ~~long-lived~~purchase warrants ~~assets~~(the ~~such~~“Warrants”) asthat ~~plant~~entitle ~~and~~the ~~equipment~~holder ~~and~~to ~~intangible~~purchase ~~assets~~shares weof ~~hold~~our ~~and~~Common ~~use~~Stock ~~are~~at ~~reviewed~~a ~~for~~specified ~~impairment~~fixed ~~whenever~~exercise ~~events or changes~~price inat ~~circumstances~~any ~~indicate~~time ~~that~~within ~~the~~a ~~carrying~~time ~~amount~~period ofspecified anwithin ~~asset~~each ~~may~~Warrant. ~~not~~We beevaluated ~~recoverable.~~the ~~Recoverability~~embedded ofconversion ~~assets~~feature, toif beany, ~~held~~ and the ~~used~~warrants isand ~~evaluated~~concluded bythat athey ~~comparison~~qualified ofas ~~the~~equity ~~carrying~~instruments ~~amount~~under ofAccounting anStandards ~~asset~~Codification to(ASC) ~~its~~815, ~~estimated~~Derivatives and ~~future~~Hedging, ~~undiscounted~~and ~~cash~~ASC ~~flows~~815-40, ~~expected to~~Contracts bein ~~generated~~Entity’s byOwn ~~the asset~~Equity. IfThe ~~such~~fair ~~assets~~value ~~are~~of ~~considered~~the toWarrants bewere ~~impaired,~~separated from the ~~impairment~~promissory and toconvertible benotes ~~recognized~~and isaccounted ~~measured~~for byas ~~the amount~~a byreduction ~~which~~of the carrying ~~amounts~~amount of the ~~assets~~note ~~exceed~~with ~~the~~an ~~fair~~increase ~~value~~to ofadditional ~~the assets~~paid-in capital.

~~Financial~~With ~~instruments~~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.

~~Our~~The ~~financial~~fair ~~instruments~~value ~~consist principally~~ of ~~accounts~~the ~~payable,~~Warrants ~~accrued~~that ~~liabilities~~represented ~~and~~a ~~notes~~discount ~~payable.~~was ~~The~~amortized ~~carrying~~and ~~amounts~~included ~~of such financial instruments~~ in the ~~accompanying~~consolidated ~~financial~~ statements ~~approximate~~of ~~their fair values due to their relatively short-term~~operation ~~nature~~over or the ~~underlying~~term ~~terms~~of ~~are~~each ~~consistent~~note ~~with~~using ~~market terms. It is~~ the ~~management’s~~effective ~~opinion~~interest ~~that we are not exposed to any significant currency or credit risks arising from these financial instruments~~method.

~~Fair value measurements~~9

WeSeries ~~follow~~A ~~the guidelines in ASC Topic 820 “Fair Value Measurements~~ and ~~Disclosures”.~~C ~~Fair~~Convertible ~~value~~Preferred is defined 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, we consider the principal or most advantageous market in which we 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.Stock

WeThe ~~apply~~Series ~~the~~A ~~following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels~~ and ~~bases the~~C ~~categorization~~convertible ~~within~~preferred ~~the~~stock ~~hierarchy~~(“Series ~~upon~~A ~~the~~Preferred ~~lowest~~Stock” ~~level of input that is available~~ and ~~significant~~“Series toC ~~the~~Preferred ~~fair value measurement.~~Stock”) ~~All~~were ~~financial~~accounted ~~instruments~~for ~~approximate~~as ~~their~~mezzanine ~~fair value~~equity.

Level 1 — Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets. Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Convertible Notes with Fixed Rate Conversion Options

We may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. We record the convertible note liability at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense in accordance with ASC 480–- “Distinguishing Liabilities from Equity”.

Derivative Liabilities

We have certain financial instruments that are derivatives or contain embedded derivatives. We evaluate all of our financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 810-10-05-4 and 815-40. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with us, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on extinguishment.

Loss per share

Net Loss Per Share

~~Basic~~The ~~loss~~Company ~~per~~has ~~share~~adopted ~~is calculated by dividing~~ the ~~loss~~Financial ~~attributable~~Accounting toStandards ~~stockholders~~Board’s by the weighted-average number of shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that shared in our earnings (~~loss~~“FASB”). ~~Diluted~~Accounting ~~loss~~Standards ~~per~~Codification share is computed by dividing the loss available to stockholders by the weighted average number of shares outstanding for the period and dilutive potential shares outstanding unless such dilutive potential shares would result in anti-dilution. As of September 30, 2023 and 2022, no options were outstanding and 286,173,016 and 231,173,016 warrants were outstanding and exercisable, respectively. Additionally, as of September 30, 2023 and 2022, the outstanding principal balance, including accrued interest of the third-party convertible debt, totaled $23,656,587 and $19,874,163, respectively, and was convertible into 1,212,624,000 and 1,014,123,286 shares of Common Stock, respectively. We issued shares of preferred stock (“~~Preferred Stock~~ASC”) ~~that may be converted~~ ~~into~~Topic our Common Stock. Of the outstanding shares of Preferred Stock as of September 30, 2023, as applicable, Series A Preferred Stock was convertible into 318,056,580 shares of Common Stock, Series D Preferred Stock was convertible into 155,000,000 shares of Common Stock, Series E260-110 ~~Preferred~~which ~~Stock~~provides ~~was~~for ~~convertible~~calculation ~~into 1,152,500,000 shares~~ of ~~Common~~“basic” ~~Stock~~ and ~~Series~~“diluted” Hearnings ~~Preferred~~per ~~Stock was convertible into 39,895,000 shares of Common Stock~~share. The total potentially dilutive shares calculated are 3,164,248,596 and 2,592,691,302 as of September 30, 2023 and 2022, respectively. It should be noted that contractually the limitations on the third-party notes (and the related warrants) limit the number of shares converted into either 4.99% or 9.99% of the then outstanding shares. As of September 30, 2023 and 2022, potentially dilutive securities consisted of the following:

~~Schedule~~Basic loss per share of ~~Potentially~~common ~~Dilutive~~stock ~~Securities~~is computed by dividing net loss $1,427,959 [2024 - $1,504,104] from continuing operation by the weighted average number of shares of common stock 1,603,095,243 [2024 - 1,603,095,243], outstanding during the respective six-month periods.

	September 30, 2023		September 30, 2022
Warrants		286,173,016		231,173,016
Convertible Preferred Stock		1,665,451,580		1,347,395,000
Convertible debt		1,212,624,000		1,014,123,286
Total		3,164,248,596		2,592,691,302

Diluted loss per share of common stock is computed similarly to basic loss per share from continuing operations except the weighted average shares outstanding are increased to include additional shares from the assumed exercise of any common stock equivalents, if dilutive.

8Credit losses

In June 2016, the FASB issued ASU 326, “Financial Instruments – Credit Losses”. The ASU sets forth a “current expected credit loss” (CECL) model which requires us to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted. Recently, the FASB issued the final ASU to delay adoption for smaller reporting companies to calendar year 2023. We have adopted the ASU in year ended December 31, 2023.

Related Party Transactions

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

Pursuant to ASC 850-10-20, related parties include: (a) our affiliates; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit sharing trusts that are managed by or under the trusteeship of management; (d) our principal owners; ©e) our management; (f) other parties with which we may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Material related party transactions are required to be disclosed in the ~~condensed~~ consolidated financial statements, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which statements of operation are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; ( c) the dollar amounts of transactions for each of the periods for which statements of operations are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related ~~parties~~ parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Discontinued operations

Discontinued operations are components of an entity that either have been disposed or abandoned or is classified as held for sale. Additionally, in order to qualify as a discontinued operation, the disposal or abandonment must represent a strategic shift that has or will have a major effect on an entity’s operations and financial results.

Income taxes

WeThe ~~follow~~Company ~~the~~accounts ~~guideline~~for ~~under~~income ~~ASC~~taxes ~~Topic~~in ~~740~~accordance ~~Income~~with ~~Taxes~~ASC 740. ~~“Accounting~~The Company provides for ~~Income~~Federal, ~~Taxes”~~State ~~which~~and ~~requires~~Provincial ~~the~~income ~~recognition~~taxes ofpayable, ~~deferred~~as ~~tax~~well ~~assets~~as ~~and liabilities~~ for ~~the~~those ~~expected~~deferred ~~future~~because ~~tax~~of ~~consequences~~the oftiming ~~events~~differences ~~that~~between ~~have~~reporting ~~been~~income ~~included~~and inexpenses ~~the~~for ~~financial~~consolidated ~~statements~~financial orstatement purposes versus tax ~~returns~~purposes. ~~Under~~Deferred ~~this~~tax ~~method,~~assets ~~deferred~~and ~~income~~liabilities ~~taxes~~ are recognized for the future tax consequences attributable into ~~future years of~~ differences between the ~~tax~~carrying ~~bases~~amount of assets and liabilities ~~and~~for ~~their~~ financial reporting ~~amounts~~purposes atand ~~each~~the ~~period~~amounts used ~~end~~for ~~based~~income ~~on enacted~~tax purposes. Deferred tax ~~laws~~assets and ~~statutory~~liabilities are measured using the enacted tax rates, ~~applicable~~expected to apply to taxable income in the ~~periods~~years in which ~~the~~those temporary differences are expected to ~~affect~~be ~~taxable~~recoverable ~~income~~or settled. The effect of a change ~~Valuation~~in ~~allowances~~tax ~~are~~rates ~~established,~~is ~~when~~recognized ~~necessary,~~as toincome ~~reduce~~or ~~deferred~~expense ~~tax~~in ~~assets~~the toperiod of the ~~amount~~change. ~~expected~~A tovaluation beallowance ~~realized.~~is ~~Due~~established, when necessary, to ~~the~~reduce ~~uncertainty~~deferred ~~regarding~~income ~~our~~tax ~~future~~assets ~~profitability,~~to the ~~future~~amount ~~tax~~that ~~benefits~~is ofmore ~~its~~likely ~~losses~~than ~~have~~not ~~been~~to ~~fully~~be ~~reserved~~realized.

Recently Issued Accounting Pronouncements

WeAccounting ~~adopt~~guidance ~~new~~recently ~~pronouncements relating to generally accepted accounting principles applicable to us as they are issued, which may be in advance of their effective date.~~adopted

~~We do~~In ~~not~~November ~~believe~~2023, ~~that~~the ~~any~~Financial ~~recently~~Accounting Standards Board (“FASB”) issued ~~but~~ASU ~~not~~2023-07, ~~yet~~Segment ~~effective~~Reporting ~~accounting~~(Topic ~~pronouncements,~~280): ifImprovements ~~adopted~~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, ~~would~~more ~~have~~detailed information about a ~~material~~reportable ~~effect~~segment’s expenses. The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted. The Company adopted quarterly requirements of this guidance beginning in the first quarter of 2025 and the adoption has no material impact on the ~~accompanying~~unaudited condensed interim consolidated financial statements.

9New accounting guidance not yet adopted

~~Note~~In 2December ~~Accounts~~2023, ~~Payable~~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 ~~Accrued~~income ~~Liabilities~~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.

~~Accounts~~In January 2025, the FASB issued a clarification by ASU 2025-01 Income Statement - Expense Disaggregation Disclosures (Topic 220): A new guidance related ~~payable~~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 ~~accrued~~in ~~liabilities~~the ~~are~~first ~~summarized~~quarter ~~below:~~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.

	September 30, 2023		December 31, 2022
Accounts payable	$	390,737	$	371,987
Accrued expenses		293,209		174,078
Accrued interest		445,746		195,334
Total	$	1,129,692	$	741,399

The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

Note 3 Derivative Liability

We incur a derivative liability when we issue warrants in connection with the sale of notes payable. Management has determined that the daily closing price of our Common Stock is not a reliable factor for determining the value of the warrants and corresponding derivative liability on the basis that (i) the total volume of our Common Stock traded is approximately 3,700,000 shares since January 1, 2023, representing 0.2% of our outstanding shares and (ii) since July 2022 through the date of this Quarterly Report on form 10-Q, our Common Stock is listed on the OTC Expert Market that limits visibility of our Common Stock to investors. Valuation methods such at Black-Scholes rely on daily closing prices and their volatility. As a better representation of value, management used a share price of $0.018 per share to determine the derivative liability from warrants issued through December 31, 2022, which was the per share price used in connection with the issuance of 255,555,556 shares of Common Stock issued upon conversion of the Series G Preferred Stock on November 2, 2021. For warrants issued since January 1, 2023, management used a $0.000 price to determine the derivative liability given the absence of trading volume and our financial condition.

For the nine months ended September 30, 2023, our derivative liability was as follows:

Schedule of Derivative Liability

	September 30, 2023
Balance at January 1, 2023	$	4,429,329
Liability for Warrants issued		—
Balance at September 30, 2023	$	4,429,329

In the nine months ended September 30, 2023, we issued warrants to purchase up to 40,000,000 shares of Common Stock at $0.02 per share.

Note 4 Promissory Notes

On December 28, 2021, we issued a $500,000 promissory note that bears interest at 12% per annum and matured on March 31, 2023. In connection with such issuance, we issued 500,000 warrants that expire on December 31, 2023 and may be converted in shares of our Common Stock on or after June 26, 2022 at a price of $0.025 per share. We estimate the value such warrant to be approximately $9,000, based on a value of $0.018 per share of our Common Stock as of December 28, 2021. The promissory note is subordinate to the convertible notes having an aggregate principal amount of $16.5 million (collectively, the “Notes”), which we issued to funds affiliated with Arena Investors, LP (collectively, the “Investors”). As of September 30, 2023, $500,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

On January 14, 2022, we issued an unsecured $150,000 note payable with $15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortize over the term of the note. The obligation is subordinate to the Notes we issued to the Investors. As of September 30, 2023, $120,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

On January 14, 2022, we issued an unsecured $150,000 note payable with $15,000 in fees payable upon its April 5, 2022 maturity date, which we treated as deferred financing fees and amortized over the term of the note. The obligation is subordinate to the Notes we issued to the Investors. As of September 30, 2023, $135,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

On April 27, 2022, we issued a $125,000 unsecured note payable that has a $12,500 original issue discount and matured on December 31, 2022. In connection with such issuance, we issued the noteholder a warrant to purchase up to 2,500,000 shares of our Common Stock at $0.025 per share that is exercisable starting September 15, 2022 and until April 15, 2024. We estimate the total value of such warrants to be $45,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2023, $125,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

Note 5 Convertible Notes Payable

Our convertible notes payable, all of which are current liabilities, are as follows as of:

Schedule of Convertible Notes Payable

		September 30, 2023		December 31, 2022
Series 1	(a)		1,050,000		1,050,000
Series 2	(b)		470,000		250,000
Series 3	(c)		208,000		208,000
Series 4	(d)		220,000		550,000
Series 5	(e)		542,500		192,500
Series 6	(f)		55,000		55,000
Principal outstanding			2,545,500		2,305,500
Less discount			73,083		426,094
Principal outstanding, net		$	2,472,417	$	1,879,406

~~(a)~~Note 4 ~~Series~~Accounts 1:Payable ~~We issued a total of $1,050,000 in subordinated convertible notes that bear interest at 6% per annum, matured on December 31, 2022~~ and ~~may~~Accrued ~~be converted at the noteholder’s option at any time into shares of our Common Stock at a fixed price of $0.021 per share. We have not yet repaid the noteholders and are in default.~~Liabilities

~~(b) Series 2: On January 6, 2022, we issued to one of our shareholders a $250,000 unsecured note~~ Accounts payable ~~that bears interest at 12% per annum~~ and ~~matured~~accrued onliabilities ~~April~~as ~~6, 2022. In connection with such issuance, we issued the noteholder a warrant to purchase up to 6,250,000 shares~~ of ~~our~~June ~~Common Stock at $0.021 per share at any time starting July 1~~30, ~~2022~~2025 and ~~ending~~December ~~July 1~~31, 2024. We estimate the value of the warrant to be $112,500, based on a $0.018 price per share of our Common Stock that is treated as a debt discount to be amortized over the term of the note. We have not yet repaid the noteholder and are insummarized default. On January 14, 2022, we issued to one of our shareholders a $25,000 unsecured note payable that bears interest at 12% per annum and matured on April 6, 2022. In connection with such issuance, we issued the noteholder a warrant to purchase up to 600,000 shares of our Common Stock at $0.021 per share at any time starting July 1, 2022 and ending July 1, 2024. We estimate the value of the warrant to be $10,800, based on a $0.018 price per share of our Common Stock that we treated as a debt discount to be amortized over the term of the note. In May 2022, we repaid the note. On February 17, 2022, we issued a $50,000 unsecured note payable that bears interest at 12% per annum and matured on April 6, 2022. In connection with such issuance, we issued the noteholder a warrant to purchase up to 1,250,000 shares of our Common Stock at $0.021 per share at any time starting July 1, 2022, and ending July 1, 2024. We estimate the value of the warrant to be $22,500, based on a $0.018 price per share of our Common Stock that we treat as a debt discount that we amortized over the term of the note. In April 2022, we repaid the note.below:

(c) Series 3: On February 15, 2022, we issued two $137,500 unsecured convertible notes payable bearing an 11.25% interest rate per annum that matured on February 23, 2023 and have a $15,000 original issue discount. In connection with such issuances, we issued the noteholders warrants to purchase up to 2,500,000 shares Schedule of ~~our~~Accounts ~~Common~~Payable Stock at $0.10 per share that are exercisable at any time until February 11, 2027. We estimate the total value of the warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and ~~amortize~~Accrued over the terms of the notes along with the deferred financing fees. The notes’ principal and interest may be converted into our Common Stock at $0.02 per share. On October 25, 2022, the noteholder converted $67,000 and $13,004 of note principal and interest, respectively. We have not yet repaid the noteholders their outstanding principal and interest and are in default.Liabilities

(d) Series 4: On May 5, 2022, we issued a shareholder a convertible subordinate note totaling $110,000 that accrues interest at 12% per annum and matured on May 5, 2023. The note may be converted into shares of our Common Stock at $0.02 per share. In connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share. We have not yet repaid the noteholders and are in default. On June 24, 2022, we issued a convertible subordinate note totaling $110,000 that accrues interest at 12% per annum and matured on May 5, 2023. The note may be converted into shares of our Common Stock at $0.02 per share. In connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share. We have not yet repaid the noteholders and are in default.

	June 30, 2025		December 31, 2024
Accounts payable	$	514,406	$	484,193
Accrued expenses		264,922		264,922
Accrued interest		2,485,597		2,023,809

Total	$	3,264,925	$	2,772,924

Note 5 Promissory Notes

During the years ended December 31, 2021, 2022 and 2023, the Company issued several promissory notes with warrants. The Company evaluated the warrants and concluded that those warrants qualified as equity instruments under Accounting Standards Codification (ASC) 815, Derivatives and Hedging, and ASC 815-40, Contracts in Entity’s Own Equity.

Due to the limited trading activity and pricing transparency of the Company’s Common Stock, observable market inputs for valuing the warrants were determined to be unreliable. Specifically:

●

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

●

The average daily trading volume of the Company’s Common Stock is approximately $1,000, and the share price has historically been highly volatile in its thinly traded status.

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

Accordingly, the Company applied a market-based valuation technique using the most recent private placement price of $0.018 per share (dated November 2, 2021) as a proxy for fair value. This valuation approach is considered a Level 3 fair value measurement within the fair value hierarchy due to the use of unobservable inputs. The fair value of the freestanding warrants as of the reporting date was estimated based on this Level 3 input, and the corresponding equity classified warrants has been recorded under additional paid-in capital. Management believes this approach provides the most reasonable estimate of fair value in the absence of observable market data.

Significant unobservable input used in the valuation was the private placement price of $0.018/share. No sensitivity analysis is presented due to the absence of a reliable market range of inputs.

Promissory note issued during year ended December 31, 2021

On December 28, 2021, the Company issued a promissory note with a principal amount and cash proceeds of $500,000. The promissory note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15%. The promissory note matured on April 5, 2022.

In connection with the issuance of the promissory note, the Company also issued common share purchase warrants (the “Warrants”) that entitle the holder to purchase 500,000 shares of the Company’s Common Stock at an exercise price of $0.025 per share at any time until December 31, 2023.

The fair value of the warrants of $9,130 was separated from the convertible note and accounted for as a reduction of the carrying amount of the promissory note with an increase to additional paid-in capital.

The fair value of the warrants that represented a discount was amortized to consolidated statements of operation over the term of the promissory note using the effective interest method.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $33,658 and $33,658, respectively, in the condensed consolidated interim statements of operations. As of June 30, 2025 and December 31, 2024, $500,000 in principal was outstanding.

Promissory notes issued during year ended December 31, 2022

(a)

On January 14, 2022, the Company issued a promissory note with a principal amount and cash proceeds of $165,000. The promissory note required a $15,000 fee payment on maturity date.

The promissory note accrued interest at an annual rate of 10%. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15%. The convertible note matured on February 14, 2022.

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

(e)

Series 5: On May 5, 2022, we issued an $82,500 note payable that has a $7,500 original issue discount, matured on May 5, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 3,750,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $67,500, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2023 and December 31, 2022, $82,500 in note principal is outstanding. We have not yet repaid the noteholders and are in default. On May 5, 2022, we issued a $110,000 note payable that has a $10,000 original issue discount and matured on May 5, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2023 and December 31, 2022, $110,000 in note principal is outstanding. We have not yet repaid the noteholders and are in default. On October 14, 2022, we issued a $110,000 note payable that has a $10,000 original issue discount and matured on October 14, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 5,000,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $90,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2023 and December 31, 2022, $110,000 in note principal is outstanding. We have not yet repaid the noteholders and are in default. On December 2, 2022, we issued a $220,000 note payable that has a $20,000 original issue discount and matured on October 14, 2023 and bears interest at 12% per annum. In connection with such issuance, we issued the noteholder a warrant to purchase up to 10,000,000 shares of our Common Stock at $0.02 per share that is exercisable upon issuance until May 5, 2029. We estimate the total value of the warrants to be $180,000, based on a $0.018 price per share of our Common Stock that we treat as a debt discount and amortize over the term of the note. As of September 30, 2023 and December 31, 2022, $220,000 in note principal is outstanding. We have not yet repaid the noteholder and are in default.

(f)

Series 6: On September 16, 2022, we issued a $55,000 note payable that has a $5,000 original issue discount and matured on September 16, 2023 and bears interest at 12% per annum. The note may be converted into shares of our Common Stock at the lesser of $0.001 per share or at a 50% discount to the lowest closing price of our Common Stock within the past twenty days prior to a conversion. As of September 30, 2023 and December 31, 2022, $55,000 in note principal is outstanding. We have not yet repaid the noteholders and are in default.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $10,283 and $10,283, respectively, in the condensed consolidated interim statements of operations.

OnAs February 17, 2022, we issued a $50,000 unsecured note payable that bears interest at 12% per annum and matured on April 6, 2022. In connection with the note sale, we issued the noteholder a Warrant to purchase 1,250,000 shares of ~~our~~June ~~Common Stock at $0.021 per share at any time starting July 1~~30, ~~2022~~2025 and ~~ending~~December ~~July 1~~31, 2024~~. We estimate the value of the Warrant to be $22~~,~~500,~~ ~~based on a~~ $~~0.018 price per share of our Common Stock that we treat as a debt discount that we amortized over the term of the note. In April 2022~~165,000 wein ~~repaid~~principal ~~the~~was ~~note~~outstanding.

(b)

On January 14, 2022, the Company issued a promissory note with a principal amount and cash proceeds of $150,000. The promissory note required a $15,000 fee payment on maturity date. The promissory note accrued interest at an annual rate of 10%. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 15%. The convertible note matured on December 31, 2022.

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

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $9,349 and $9,349, respectively, in the condensed consolidated interim statements of operations.

As of June 30, 2025 and December 31, 2024, $150,000 in principal was outstanding.

(c)

On April 27, 2022, the Company issued a promissory note with a principal amount of $125,000 for cash proceeds of $112,500. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 20%. The promissory note matured on December 31, 2022.

In connection with the issuance of the promissory note, the Company also issued common share purchase warrants that entitle the holder to purchase 2,500,000 shares of the Company’s Common Stock at an exercise price of $0.025 per share at any time until December 15, 2024.

The fair value of the warrants of $36,222 was separated from the convertible note and accounted for as a reduction of the carrying amount of the promissory note with an increase to additional paid-in capital.

The original issuance discount of $12,500 and the fair value of the warrants of $36,222 that represented a reduction of face value of the note was amortized to consolidated statements of operations over the term of the promissory note using the effective interest method.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $6,233 and $6,233, respectively, in the condensed consolidated interim statements of operations. As of June 30, 2025 and December 31, 2024, $125,000 in principal was outstanding.

Promissory notes issued during year ended December 31, 2023

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

On February 3, 2023, the Company entered into a securities purchase agreement with a lender pursuant to which the Company borrowed $88,760 and issued a promissory note that accrues interest a 12% per annum and is repayable in 10 monthly instalments starting March 15, 2023. As of December 31, 2023, the outstanding balance was $79,884, which was in default for failure to make required payments. Upon the occurrence of an event of default, the promissory note accrued default interest at an annual rate of 22%.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $6,771 and $6,771, respectively, in the condensed consolidated interim statements of operations.

Note 6 ~~Senior~~Convertible ~~Secured~~ Notes

~~On February 17, 2021, we entered into a securities purchase agreement with~~ During the ~~Investors~~years ~~pursuant~~ended toDecember which we issued the Notes. The Notes are secured by a blanket lien on all of the Company’s assets and the shares of our Common Stock and Preferred Stock (the “Pledged Assets”) held by Philip Falcone31, ~~FFO1~~ 2021 ~~Irrevocable Trust~~, ~~FFO2~~2022 ~~2021 Irrevocable Trust~~ and ~~Korr Value LP (the “Pledgors”)~~2023, ~~which shares may be voted by~~ the ~~Investors~~Company inissued ~~the~~several ~~event~~series of ~~default.~~unsecured Inconvertible ~~connection~~notes with ~~the~~embedded conversion ~~issuance~~features ofand ~~the~~freestanding ~~Notes,~~warrants. weThe ~~issued~~Company toevaluated the ~~Investors~~embedded ~~warrants~~conversion tofeatures ~~purchase~~and ~~an aggregate of 192,073,017 shares of our Common Stock (collectively,~~ the ~~“Warrants”)~~warrants and ~~1,000 shares of Series F Preferred Stock~~ concluded that ~~convert~~they ~~into~~qualified ~~192,073,017~~as ~~shares~~equity ofinstruments ~~our~~under ~~Common~~Accounting ~~Stock~~Standards ~~(the~~Codification ~~“Series F Preferred Stock”~~(ASC). ~~Such~~815, ~~warrants~~Derivatives and ~~Series F Preferred Stock were each valued at $864~~Hedging,~~000~~ ~~based on a $0.0045 price per share of our Common Stock~~ and ASC ~~treated~~815-40, asContracts ain ~~debt~~Entity’s ~~discount~~Own ~~this is amortized over the term of the Notes~~Equity.

~~The~~Due ~~Notes~~to ~~have~~the alimited ~~term~~trading ofactivity ~~thirty-six months~~ and ~~mature~~pricing ontransparency ~~February 17, 2024, unless earlier converted. The Notes accrue interest at a rate~~ of ~~11% per annum, subject to increase to 20% per annum upon default. Interest is payable in cash on a quarterly basis beginning on March 31, 2021. Notwithstanding~~ the ~~above,~~Company’s ~~at our election, any interest payable on an applicable payment date may be paid in registered shares of our~~ Common Stock ~~in an amount equal (A) the amount of the interest payment due on such date~~, ~~divided~~observable ~~by (B)~~market aninputs ~~amount equal to 80% of the average volume-weighted average price of our Common Stock~~ for ~~the five (5) days immediately~~valuing ~~preceding~~those ~~the~~instruments ~~date~~were ofdetermined ~~conversion.~~to Atbe ~~September 30, 2023 and December 31, 2022, accrued and unpaid interest was $4,661,250 and $3,300,000, respectively~~unreliable. Specifically:

~~On September~~● 24, 2021, the Company and the Investors amended the Notes and related closing documents, by executing the Limited Waiver and First Amendment the closing documents. Such amendment also waived specified events of default. The ~~Notes were henceforth convertible at any time, at the holder~~Company’s ~~option, into shares of our~~ Common Stock atis alisted ~~price~~on ~~of $0.02 per share, subject to an event of default adjustment. Notwithstanding~~ the ~~foregoing,~~OTC atExpert ~~any time during the continuance of any event of default~~Market, ~~the~~which ~~conversion price~~restricts inpublic ~~effect~~quotation equals the alternate conversion price provided in the Notes. If at any time the conversion price as determined for any conversion would be less than the par share value of the Common Stock, then at the sole discretion of the Holder, such conversion price equals such par value for such conversion and ~~the~~limits ~~conversion~~visibility ~~amount for such conversion may be increased~~ to include Additional Principal (defined as such additional amount to be added to the principal amount of the Note to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the conversion price not been adjusted by the holder thereof to the par value price, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9investors.99%). The conversion price was also subject to adjustment due to certain events, including stock dividends, stock splits and in connection with our issuance of our Common Stock or common stock equivalents at an effective price per share lower than the conversion price then in effect. We did not have a right to redeem the Notes.

~~As part~~● ofThe ~~such~~average ~~purchase~~daily ~~agreement~~trading ~~with~~volume of the ~~Investors,~~Company’s ~~we issued warrants to purchase up to 192,073,017 shares of~~ Common Stock. ~~On September~~is ~~24,~~approximately ~~2021~~$1,000, we and the ~~Investors amended the warrants such that each warrant became exercisable for a period of five (5) years from the date of issuance at an initial exercise price equal to $0.025 per~~ share, ~~adjusted to $0.020 per share when interest is paid late, subject to certain beneficial ownership limitations (with a maximum ownership limit of 9.99%). The exercise~~ price is ~~also~~has ~~subject~~historically tobeen ~~adjustment~~highly ~~due~~volatile toin ~~certain~~its ~~events,~~thinly ~~including~~traded ~~stock dividends, stock splits and recapitalizations~~status. ~~The Investors could exercise the warrants on a cashless exercise basis.~~

~~The~~Accordingly, ~~Series~~the FCompany ~~Preferred~~applied ~~Stock~~a ~~has~~market-based novaluation ~~voting~~technique ~~rights~~using ~~and~~the ~~converts~~most ~~into~~recent ~~4.9%~~private placement price of ~~our~~$0.018 ~~issued~~per ~~and~~share ~~outstanding~~(dated November ~~shares~~2, of2021) ~~our~~as ~~Common~~a ~~Stock on~~proxy for fair value. This valuation approach is considered a ~~fully~~Level ~~diluted~~3 ~~basis~~fair ~~upon~~value ~~the~~measurement ~~date~~within onthe fair ~~which~~value ~~stockholder~~hierarchy ~~approval~~due ~~for~~to ~~such~~the ~~issuance~~use isof ~~obtained~~unobservable inputs. The ~~Series~~fair Fvalue ~~Preferred~~of ~~Stock~~the freestanding warrants as of the reporting date was ~~subsequently~~estimated ~~converted~~based ~~and~~on ~~192~~this Level 3 input,~~073,017~~ ~~shares~~and ofthe ~~Common~~corresponding ~~Stock,~~equity ~~which~~classified ~~were~~warrants ~~issued~~has onbeen ~~October~~recorded ~~11,~~under ~~2021~~additional paid-in capital. Management believes this approach provides the most reasonable estimate of fair value in the absence of observable market data.

Significant unobservable input used in the valuation was the private placement price of $0.018/share. No sensitivity analysis is presented due to the absence of a reliable market range of inputs.

Although the embedded conversion features meet the definition of equity classified instruments under ASC 815, the Company concluded that there is no reliable basis to estimate their fair value as of the reporting date. The features are highly sensitive to changes in various unobservable inputs, and due to the lack of active trading, volatility benchmarks, or comparable market data, any valuation would be purely speculative. Management assessed whether a Level 3 fair value estimate (e.g., using an option pricing model) could be developed, but concluded that input assumptions such as volatility and market-based discount rates were not supportable. As such, no value has been assigned to the embedded conversion features, and the recognized equity classified instruments pertains solely to the freestanding warrants. The Company will reassess the valuation of the conversion features in subsequent periods as market data becomes available.

Our convertible notes payable, all of which are liabilities as of June 30, 2025 and December 31, 2024, are as follows:

	June 30, 2025		December 31, 2024

Series 1	$	1,050,000	$	1,050,000

Series 2		470,000		470,000

Series 3		208,000		208,000

Series 4		220,000		220,000

Series 5		542,500		542,500

Series 6		55,000		55,000
Principal outstanding total		2,545,500		2,545,500
Less discount		—		—

Principal outstanding, net	$	2,545,500	$	2,545,500

Series 1

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

Convertible notes issued during year ended December 31, 2021

Series 1-1

On August 31, 2021, the Company issued a series of convertible notes with total principal amount and cash proceeds of $950,000. Those convertible notes accrued interest at an annual rate of 6%. Upon the occurrence of an event of default, those convertible notes accrued default interest at an annual rate of 12%. Those convertible notes matured on December 31, 2022.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $42,634 and $42,634 respectively, in the condensed consolidated interim statements of operations.

Convertible notes issued during year ended December 31, 2022

Series 1-2

On April 5, 2022, the Company issued a convertible note with total principal amount and cash proceeds of $100,000. The convertible note accrued interest at an annual rate of 6%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 12%. The convertible note matured on December 31, 2022.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $4,487 and $4,487 respectively, in the condensed consolidated interim statements of operations.

OnSeries October 27, 2022, the agent (the “Agent”) for the Investors notified us that certain events of default have occurred and were continuing under the Notes. On November 21, 2022, we, the Investors and the Agent entered into a Forbearance Agreement, pursuant to which, among other things, we acknowledged the outstanding principal balances of the Notes, that we have an obligation for interest, including default interest, fees and expenses in connection with the Notes, that we have no rights of offset, defenses, claims or counterclaims with respect to our obligations and pursuant to a side letter, dated as of November 21, 2022, we agreed to achieve certain milestones by the dates as set forth therein. The Forbearance Agreement expired on December 30, 2022.2

AsConvertible ofnotes ~~September~~issued ~~30,~~during ~~2023~~year ~~and~~ended December 31, 2022~~, the outstanding liability for the Notes is as follows:~~

~~Schedule~~Series ~~of senior secured Note~~ 2-1

	September 30, 2023		December 31, 2022
Principal	$	16,500,000	$	16,500,000
Less discount		644,325		1,900,760
Principal, net of discount	$	15,855,675	$	14,599,240

On January 5, 2022, the Company issued a convertible note with a principal amount and cash proceeds of $250,000. The convertible note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the note accrued default interest at an annual rate of 15%. The convertible note matured on April 5, 2022. As of December 31, 2022, the discount was fully amortized.

AsIn connection with the issuance of ~~September~~the 30convertible note, ~~2023~~the ~~and~~Company ~~December~~also ~~31,~~issued ~~2022,~~common ~~accrued~~share ~~interest~~purchase ~~payable~~warrants ~~was~~(the ~~$4,661,250~~“Warrants”) that ~~and~~entitle $3the holder to purchase 6,~~300~~250,000, ~~respectively,~~shares ~~with~~of ~~interest~~the ~~accruing~~ Company’s Common Stock at ~~11%~~an ~~per~~exercise ~~annum~~price ~~for~~of ~~the~~$0.021 ~~nine~~per ~~months~~share at ~~ended~~any ~~September~~time 30until July 1, ~~2023~~2024.

~~Note~~The 7fair ~~Related~~value ~~Party~~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.

~~Effective~~The ~~January~~fair 1,value ~~2022, we entered into a management consulting agreement with GreenRock LLC, a company controlled by Philip Falcone, for a period~~ of one year ending December 31, 2022, under which we provided monthly remuneration of $35,000, plus expenses in connection with his duties, responsibilities and performance as chief executive officer. In February 2021, Sovryn entered into consulting agreement with GreenRock LLC to provide us with chief executive officer services. In the ~~nine~~warrants ~~months ended September 30, 2023 and 2022, we paid GreenRock LLC $35,000 and $270,000 in fees, respectively. Mr. Falcone is the managing member of GreenRock LLC and~~ was ~~our~~amortized ~~Chief~~to ~~Executive~~consolidated ~~Officer~~statements ~~until November 6, 2023. We paid GreenRock LLC bonuses~~ of $0operations ~~and~~over ~~$163,473 for~~ the ~~three~~term ~~and nine months ended September 30, 2023. We paid GreenRock LLC bonuses~~ of ~~$255,794 and $488,934 for~~ the ~~three~~convertible ~~and~~note ~~nine months~~using ~~ended~~the ~~September~~effective ~~30,~~interest ~~2022~~method.

~~During~~ For the three months ended ~~September~~ June 30, ~~2022,~~2025 ~~our~~and ~~Chief~~2024, ~~Executive~~the ~~Officer~~Company ~~advanced~~recorded usinterest ~~funds~~expense ~~for~~of ~~our~~$16,829 ~~operations~~ and as$16,829 ofrespectively, ~~September~~in ~~30,~~the condensed ~~2022,~~consolidated weinterim ~~owed~~statements ~~$28,658 in advances~~of operations.

Convertible notes issued during year ended December 31, 2023

Series 2-4

On January 10, 2023, the Company issued a convertible note with a principal amount of $110,000 for cash proceeds of $100,000. The convertible note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22%. The convertible note matured on January 10, 2024.

In connection with the issuance of the convertible note, the Company also issued common share purchase warrants that entitle the holder to purchase 20,000,000 shares of the Company’s Common Stock at an exercise price of $0.020 per share at any time until January 30, 2030.

The fair values of the warrants of $87,675 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

The issuance of the convertible note resulted in an original issuance discount of $10,000, calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

~~Note~~For 8the ~~Mezzanine~~three ~~Equity~~months ended June 30, 2025 and 2024, the Company recorded interest expense of $9,324 and $9,324, respectively, in the condensed consolidated interim statements of operations.

WeSeries account for certain of our Preferred Stock in accordance with the guidance in ASC Topic 480, Distinguishing Liabilities from Equity. Based on this guidance, preferred stock that is conditionally redeemable is classified as temporary or “mezzanine” equity. Accordingly, the various series of our Preferred Stock, which is subject to conditional redemption, is presented at redemption value as mezzanine equity outside of the stockholders’ equity section of the condensed consolidated balance sheets.2-5

~~Preferred~~On ~~Shares~~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.

~~Series~~For Athe ~~Preferred~~three ~~Stock~~months ended June 30, 2025 and 2024, the Company recorded interest expense of $11,220 and $9,324, respectively, in the condensed consolidated interim statements of operations.

~~There are 100,000 designated and authorized shares of~~ Series ~~A Preferred Stock, subject to a 9.99% conversion limitation and anti-dilution~~ ~~rights for 24 months from the time of issuance. Holders of Series A Preferred Stock are 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 Preferred Stock have the right to vote on any matter submitted to our shareholders for vote, on an as-converted basis. Each share of Series A Preferred Stock may be convertible into 3,420 shares of Common Stock, or as adjusted to equal the conversion ratio multiplied by a fraction, the numerator of which is the number of shares outstanding on a fully diluted basis after the issuance of the dilution shares, and the denominator is 360,000,000.

OnConvertible ~~July~~notes ~~17, 2020, we~~ issued ~~92,999~~during ~~Series~~year Aended ~~Preferred~~December ~~Stock at a value of $343~~31,~~094,~~ with the acquisition cost derived using the $0.04 market price on that date of $0.04 multiplied by 95% of the number of our issued and outstanding shares at the time (18,057,565) and multiplied by 50% of that value.2022

~~As of September 30, 2023, no shares of~~ Series ~~A Preferred Stock are outstanding.~~ 3-1

~~Series~~On CFebruary ~~Preferred~~11, ~~Stock~~2022, the Company issued a convertible note with a principal amount of $137,500 for cash proceeds of $125,000. The convertible note accrued interest at an annual rate of 11.25%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22%. The convertible note matured on February 11, 2023.

~~There~~In ~~are~~connection ~~10,000~~with ~~designated~~the ~~and~~issuance ~~authorized shares~~ of ~~Series C Preferred Stock, containing a 9.99% conversion limitation. Holders of Series C Preferred Stock are entitled to receive, when and as declared, dividends equal to 2% per annum on~~ the ~~stated~~convertible ~~value~~note, ~~payable in additional shares of Series C Preferred Stock. So long as any shares of Series C Preferred Stock remain outstanding, without~~ the ~~consent~~Company ofalso ~~the~~issued ~~holders~~common ofshare ~~80%~~purchase ofwarrants (the ~~shares of Series C Preferred Stock then outstanding, we may not redeem, repurchase or otherwise acquire directly or indirectly any securities deemed junior to such Series C Preferred Stock (~~“~~Junior Securities~~Warrants”) ~~nor~~that ~~may~~entitle wethe ~~directly~~holder orto ~~indirectly~~purchase ~~pay or declare or make any distribution upon~~1, ~~nor may any distribution be made in respect of~~250, ~~any~~000 ~~Junior~~shares ~~Securities, nor may any monies be set aside for or applied to the purchase or redemption~~ of ~~any Junior Securities. Each holder of~~ the ~~Series~~Company’s CCommon ~~Preferred~~ Stock ~~has~~at ~~the right to vote on any matter submitted to our shareholders for a vote, on~~ an as ~~converted~~exercise ~~basis.~~price ~~Each share~~ of ~~Series C Preferred Stock may be convertible into 100 shares of our Common Stock~~$0.10 Asper ~~of September~~share ~~30,~~at ~~2023,~~any notime ~~shares~~until ofFebruary ~~Series~~11, ~~C Preferred Stock are outstanding~~2027.

~~Series~~The Dfair ~~Preferred~~values ~~Stock~~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.

~~There~~The ~~are~~issuance ~~230,000 designated and authorized shares~~ of ~~Series~~the Dconvertible ~~Preferred~~note ~~Stock,~~resulted ~~subject~~in toan aoriginal ~~4.99%~~issuance ~~conversion~~discount ~~limitation, which may be increased to a maximum~~ of ~~9.99% by a holder by written notice to us. There is a stated value of~~ $~~3.32 per share~~12, ~~subject to adjustment for stock splits~~500, ~~stock~~calculated ~~dividends,~~as ~~recapitalizations,~~the ~~reorganizations,~~difference ~~reclassifications,~~between ~~combinations, subdivisions~~the orprincipal ~~other~~amount ~~similar~~and ~~events occurring after~~ the ~~date~~cash ~~which the Series D are issued~~proceeds. ~~Series~~The Dtotal ~~are~~of ~~ranked as pari passu with~~ the ~~Series E~~original ~~Preferred~~issuance ~~Stock~~discount and the ~~Series~~allocated Ffair ~~Preferred~~value ~~Stock~~of ~~and~~the aswarrants were ~~senior~~amortized to ~~all~~consolidated ~~previously~~statements ~~issued series~~ of ~~Preferred~~operations ~~Stock~~over ~~and~~ the ~~Common Stock~~term ~~and have no voting rights. Each share~~ of ~~Series~~the Dconvertible ~~Preferred~~note ~~Stock~~using ~~may~~the beeffective ~~converted~~interest ~~into 1,000 common shares~~method.

On February 16, 2021, we settled $1,028,000 in note payables, convertible notes payable and accrued interest for 230,000 shares of our Series D Preferred Stock, of which 75,000 shares of Series D Preferred Stock were converted into 75,000,000 shares of our Common Stock and 155,000 Series D Preferred shares remain unconverted and outstanding as of September 30, 2023.

~~Series~~For Ethe ~~Preferred~~three ~~Stock~~months ended June 30, 2025 and 2024, the Company recorded interest expense of $7,723 and $7,723 in the condensed consolidated interim statements of operations.

~~There are 1,000 designated and authorized shares of~~ Series ~~E Preferred Stock having a stated value of $1,000 per share, subject to adjustment~~ for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series E are issued. Series E are ranked pari passu with the Series D Preferred Stock and Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock. It has voting rights equal to the number of shares of Common Stock into which the Series E Preferred Stock would be convertible on the record date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of common stock. To the extent that holders of shares Series E Preferred Stock voting separately as a class or series, as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series E Preferred Stock, constitutes the approval of such action by both the class or the series as applicable. To the extent that holders of shares of Series E Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, voting together as one class, each share of Series E Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated. Holders of Series E Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by vote. As long as any shares of Series E Preferred Stock are outstanding, we may not, without the affirmative vote of the holders of all the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend the Series E certificate of designations (the “Series E Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing.3-2

On ~~September~~February 1611, ~~2021~~2022, the ~~conversion~~Company ~~rate~~issued ~~for~~a ~~each~~convertible ~~share~~note ofwith ~~Series E Preferred Stock was amended to equal (i)(~~a) ~~56.60%~~principal ~~multiplied by,~~amount ~~(b) the Fully-Diluted shares as~~ of ~~the Approval Date (each as defined in the Series E Certificate)~~$137,500 ~~divided~~for bycash ~~(ii)~~proceeds ~~the total number~~ of ~~shares of Series E Preferred Stock~~$125, ~~(iii) rounded to the nearest thousandth~~000. The ~~total number of Fully-Diluted Shares~~ isconvertible ~~set~~note asaccrued ~~of,~~interest ~~and~~at ~~cannot~~an ~~change~~annual ~~after~~rate ~~the Approval Date. Based on the current fully-diluted shares outstanding, this equated to 2,243,888,889 shares~~ of ~~Common Stock~~11%. ~~Fully-Diluted~~Upon ~~means~~ the ~~aggregate~~occurrence of ~~(A)~~an ~~the~~event ~~total number~~ of ~~shares of Common Stock outstanding as of such date~~default, ~~(B)~~ the ~~number~~convertible ofnote ~~shares of Common Stock (including all such Common Stock equivalents) into which all Convertible~~accrued ~~Securities~~default ~~outstanding~~interest asat ofan ~~such~~annual ~~date~~rate ~~could be converted or exercised, and (C) the number~~ of ~~shares~~15%. ofThe ~~Common~~convertible ~~Stock~~note ~~(including all~~matured ~~such~~on ~~Common~~February ~~Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise~~18, ~~divided by 0~~2023.~~4340.~~

OnIn ~~February~~connection ~~16,~~with ~~2021,~~the weissuance ~~issued~~of 1the convertible note,~~000~~ ~~shares~~the ofCompany ~~Series~~also Eissued ~~Preferred~~common ~~Stock~~share topurchase ~~acquire~~warrants ~~Sovryn~~(the “Warrants”) that weentitle ~~valued~~the atholder $4to purchase 1,~~225~~250,~~062~~000 ~~based~~shares ~~on a~~of ~~value~~the ofCompany’s ~~100%~~Common ofStock ~~the~~at ~~per~~an ~~share~~exercise price of ~~Common~~$0.10 ~~Stock~~per share at ~~the~~any time until February 11, 2027.

OnThe ~~September~~fair ~~16,~~values ~~2021,~~of the ~~holders~~warrants of ~~our Series E Preferred Stock entered into an exchange agreement with us whereby on October 11~~$22,568 ~~2021, the 1,000 Series E Preferred shares~~ were ~~exchanged~~separated ~~for~~from ~~1,152,500~~the ~~Series~~convertible ~~E-1~~note ~~Preferred shares~~ and ~~1,091,388,889~~accounted ~~shares of~~for ~~Common Stock. We valued the exchange at the same $4,225,062 value~~ as ~~was~~a ~~assigned~~reduction toof the ~~1,000 shares of Series E Preferred~~carrying ~~Stock.~~amount As of ~~September~~the ~~30,~~convertible ~~2023,~~note nowith ~~shares~~an ofincrease ~~Series~~to Eadditional ~~Preferred~~paid-in ~~Stock are outstanding~~capital.

The issuance of the convertible note resulted in an original issuance discount of $12,500, calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $11,397 and $11,397 in the condensed consolidated interim statements of operations.

Series 4

Convertible notes issued during year ended December 31, 2022

Series 4-1

On May 5, 2022, the Company issued a convertible note with a principal amount of $110,000 for cash proceeds of $100,000. The convertible note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22%. The convertible note matured on May 5, 2023.

In connection with the issuance of the convertible note, the Company also issued common share purchase warrants (the “Warrants”) that entitle the holder to purchase 5,000,000 shares of the Company’s Common Stock at an exercise price of $0.02 per share at any time until May 5, 2029.

The fair values of the warrants of $54,495 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

~~Series~~The ~~E-1~~issuance ~~Preferred~~of ~~Stock~~the convertible note resulted in an original issuance discount of $10,000, calculated as the difference between the principal amount and the cash proceeds. The total of the original issuance discount and the allocated fair value of the warrants were amortized to condensed consolidated interim statements of operations over the term of the convertible note using the effective interest method.

~~There~~For ~~are 1,152,500 designated and authorized shares of Series E-1 Preferred Stock, which have a stated value of $0.87 per share. Shares of Series E-1 Preferred Stock are pari passu with~~ the ~~Series~~three Dmonths ~~Preferred~~ended ~~Stock~~June and Series F Preferred Stock and are senior in dividend rights and liquidation preference to our Common Stock and all other Common Stock Equivalents. It has votes equal to the number of shares of common stock into which the Series E-1 Preferred Stock would be convertible on the record date for the vote or consent of stockholders30, ~~and~~2025 ~~shall otherwise have voting rights~~ and powers equal to the voting rights and powers of common stock. It has votes equal to the number of shares of common stock into which the Series E-1 Preferred Stock would be convertible on the record date for the vote or consent of stockholders2024, ~~and shall otherwise have voting rights and powers equal to~~ the ~~voting rights~~Company ~~and~~recorded ~~powers~~interest ofexpense ~~Common Stock. To the extent that holders~~ of ~~shares of Series E-1 Preferred Stock voting separately as a class or series~~$9,324 as applicable, is required to authorize a given action of the Company, the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series E-1 Preferred Stock constitutes the approval of such action by both the class or the series as applicable. To the extent that holders of Series E-1 Preferred Stock are entitled to vote on matters with holders of shares of Common Stock and ~~vote together as one class~~$9,324 each share of Series E-1 Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated. Holders of Series E-1 Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by vote. As long as any shares of Series E-1 Preferred Stock are outstanding, we cannot, without the affirmative vote of the Holders of all the then outstanding shares of Series E-1 Preferred Stock, (a) alter or change adversely, the powers, preferences or rights given to the Series E-1 Preferred Stock or alter or amend the Series E-1 certificate of designations (the “Series E-1 Certificate”), (b) amend our articles of incorporation or other charter documents in ~~any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of~~ the ~~foregoing.~~condensed ~~On October 11, 2021, the Series E-1 shares were issued. At September 30, 2023~~consolidated ~~and~~interim ~~December~~statements ~~31, 2022, 1,152,500 shares~~ of ~~Series E-1 Preferred Stock remain outstanding~~operations.

~~Each share of~~ Series E 4-~~1 Preferred Stock may be converted into 1,000 shares of Common Stock.~~2

~~Series~~On FJune ~~Preferred~~24, ~~Stock~~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.

~~There~~In ~~are~~connection 1,000 designated and authorized shares of Series F Preferred Stock, which have a stated value of $1.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series F are issued. Shares of Series F Preferred Stock are pari passu with the ~~Series~~issuance D Preferred Stock and Series F Preferred Stock and senior in dividend rights and liquidation preference to our Common Stock and all other Common Stock Equivalents. It has voting rights equal to the number of ~~shares of common stock into which~~ the ~~Series F Preferred Stock would be~~ convertible onnote, the ~~record~~Company ~~date~~also ~~for~~issued ~~the vote or consent of stockholders and shall otherwise have voting rights and powers equal to the voting rights and powers of~~ common ~~stock.~~share Itpurchase ~~has~~warrants ~~votes equal to~~ (the ~~number of shares~~“Warrants”) ofthat ~~common~~entitle ~~stock into which~~ the ~~Series~~holder ~~F Preferred Stock would be convertible on the record date for the vote or consent of stockholders and shall otherwise have voting rights and powers equal~~ to ~~the~~purchase ~~voting rights and powers of common stock. To the extent that holders of shares of Series F Preferred Stock voting separately as a class or series~~5, ~~as applicable~~000,000 isshares ~~required to authorize a given action~~ of the Company,’s the affirmative vote or consent of the holders of a majority of the shares of the outstanding Series F Preferred Stock constitutes the approval of such action by both the class or the series as applicable. To the extent that holders of shares of Series F Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, ~~voting~~at ~~together as~~an ~~one~~exercise ~~class,~~price ~~each share~~ of ~~Series~~$0.02 ~~F Preferred Stock entitles the holder thereof to cast that number of votes~~ per share ~~as is~~ ~~equal~~at to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate is calculated. Holders of Series F Preferred Stock are entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by vote. As long as any ~~shares~~time ofuntil ~~Series~~June ~~F Preferred Stock are outstanding~~24, we cannot, without the affirmative vote of the holders of all the then outstanding shares of Series F Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series F Preferred Stock or alter or amend the Series F certificate of designations (the “Series F Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing2029.

The fair values of the warrants of $54,111 were separated from the convertible note and accounted for as a reduction of the carrying amount of the convertible note with an increase to additional paid-in capital.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $9,324 and $9,324 in the condensed consolidated interim statements of operations.

Series 5

Convertible notes issued during year ended December 31, 2022

Series 5-1

On May 5, 2022, the Company issued a convertible note with a principal amount of $82,500 for cash proceeds of $75,000. The convertible note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22%. The convertible note matured on May 5, 2023.

OnIn ~~February~~connection ~~17,~~with ~~2021,~~the weissuance ~~issued~~of to the ~~Investors~~convertible 1note,~~000~~ ~~shares~~the ofCompany ~~Series~~also Fissued ~~Preferred~~common ~~Stock~~share ~~that~~purchase ~~convert~~warrants ~~into~~(the ~~192,073,017 shares of~~“Warrants”) ~~Common~~that ~~Stock,~~entitle ~~which~~the weholder ~~valued~~to atpurchase ~~$864~~3,~~000~~750,000 ~~based~~shares onof the ~~underlying~~Company’s ~~value~~Common ofStock ~~shares~~at ~~our~~an ~~Common~~exercise ~~Stock~~price ~~that~~of ~~were~~ $0.~~0045~~02 per share at ~~the~~any time until May 5, 2029.

OnThe ~~September~~fair ~~16,~~values ~~2021,~~of the ~~conversion~~warrants ~~rate for each share~~ of ~~Series~~$40,872 Fwere ~~Preferred~~separated ~~Stock~~from ~~was amended to equal (i)(a) 4.84% multiplied by, (b)~~ the ~~Fully-Diluted~~convertible ~~shares~~note asand ofaccounted ~~the~~for ~~Approval Date (each~~ as ~~defined~~a inreduction ~~the Series F Certificate), divided by (ii) the total number~~ of ~~shares of Series F Preferred Stock, (iii) rounded to~~ the ~~nearest thousandths place. The total number of Fully-Diluted~~carrying ~~Shares~~amount ~~is set as~~ of, ~~and can not change after~~ the ~~Approval~~convertible ~~Date.~~note ~~Based~~with onan ~~the~~increase ~~full-diluted shares outstanding, this equated~~ to ~~192,073,017~~ ~~shares~~additional ~~of Common Stock on the Approval Date. Fully~~paid-~~Diluted~~in means the aggregate of (A) the total number of shares of Common Stock outstanding as of such date, (B) the number of shares of Common Stock (including all such Common Stock equivalents) into which all Convertible Securities outstanding as of such date could be converted or exercised, and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0capital.~~9516.~~

OnThe ~~October~~issuance ~~11,~~of ~~2021~~the convertible note resulted in an original issuance discount of $7,500, calculated as the ~~1,000~~difference ~~shares~~between the principal amount and the cash proceeds. The total of ~~Series~~the Foriginal ~~Preferred~~issuance ~~Stock~~discount and the allocated fair value of the warrants were ~~converted~~amortized ~~into~~to ~~192,073,017~~consolidated ~~shares~~statements of ~~Common~~operations ~~Stock~~over the term of the convertible note using the effective interest method.

AsFor ofthe ~~September~~three months ended June 30, ~~2023~~2025 and ~~December 31~~2024, ~~2022,~~the noCompany ~~shares~~recorded interest expense of ~~Series~~$6,995 Fand ~~Preferred~~$6,995 ~~Stock~~in ~~are~~the ~~outstanding~~condensed consolidated interim statements of operations.

Series ~~G Preferred Stock~~5-2

On ~~August~~May 205, ~~2021~~2022, the ~~certificate~~Company ofissued ~~designation for the Series G Preferred Stock was amended. There are now 4,600 designated and authorized Series G Preferred Stock, subject to~~ a ~~4.99%~~convertible ~~conversion~~note ~~limitation,~~with ~~which may be increased to~~ a ~~maximum~~principal ofamount ~~9.9% by a holder by written notice to us. The Series G Preferred Stock has a stated value~~ of $1110,000 ~~per share, subject to adjustment~~ for ~~stock~~ ~~splits,~~cash ~~stock~~proceeds ~~dividends,~~of ~~recapitalizations~~$100, ~~reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after the date which the Series G Preferred Stock are issued~~000. The ~~Series G Preferred Stock is ranked as a as a series of junior Preferred Stock. It has voting rights equal to the number of shares of common stock into which the Series G Preferred Stock would be~~ convertible ~~on the record date for the vote or consent of stockholders and shall otherwise have voting~~ ~~rights~~note ~~and~~accrued ~~powers~~interest ~~equal~~at toan ~~the~~annual ~~voting~~rate ~~rights and powers~~ of ~~common stock~~11%. ToUpon the ~~extent~~occurrence ~~that holders~~ of ~~shares~~an ofevent ~~Series G Preferred Stock voting separately as a class or series, as applicable, is required to authorize a given action~~ of ~~the Company~~default, the ~~affirmative vote~~convertible ornote ~~consent~~accrued ~~of the holders of a majority of the shares of the outstanding Series G Preferred Stock constitutes the approval~~default ofinterest ~~such~~at ~~action~~an byannual both the class or the series as applicable. To the extent that holders of shares of Series G Preferred Stock are entitled to vote on matters with holders of shares of Common Stock, voting together as one class, each share of Series G Preferred Stock entitles the holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible using the record date as of which the conversion rate ~~is calculated. Holders~~ of ~~Series G are entitled to written notice of all stockholder meetings or written consents with respect to which they would be entitled by vote~~22%. AsThe ~~long as~~convertible ~~any~~note ~~shares~~matured ofon ~~Series~~May ~~G Preferred Stock are outstanding~~5, we cannot, without the affirmative vote of the holders of all the then outstanding shares of Series G Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series G Preferred Stock or alter or amend the Series G certificate of designations (the “Series G Certificate”), (b) amend our articles of incorporation or other charter documents in any manner that adversely affects any rights of a holder, or (c) enter into any agreement with respect to any of the foregoing2023.

OnIn ~~September~~connection ~~16,~~with ~~2021,~~ the ~~conversion~~issuance ~~rate for each share~~ of ~~Series~~the Gconvertible ~~Preferred Stock was amended to equal (i)(a) 6.45% multiplied by~~note, ~~(b)~~ the ~~Fully-Diluted~~Company ~~shares~~also asissued ofcommon ~~the~~share ~~Approval~~purchase ~~Date~~warrants (~~each as defined in~~ the ~~Series G Certificate, divided by (ii~~“Warrants”) ~~the total~~ ~~number~~that ofentitle ~~shares~~the ofholder ~~Series G Preferred Stock, (iii) rounded~~ to ~~the~~purchase ~~nearest thousandths place. The total number of Fully-Diluted Shares is set as of~~5, ~~and does not change after the Approval Date. Based on the current fully-diluted shares outstanding~~000,000 ~~this equated to 255,555,556~~ shares of ~~common stock on~~ the ~~Approval~~Company’s ~~Date. Fully-Diluted means the aggregate of (A) the total number of shares of~~ Common Stock ~~outstanding~~at asan ofexercise ~~such~~price ~~date, (B) the number~~ of ~~shares~~$0.02 ofper ~~Common Stock (including all such Common Stock~~share ~~equivalents)~~at ~~into~~any ~~which~~time ~~all~~until ~~Convertible~~May ~~Securities outstanding as of such date could be converted or exercised~~5, ~~and (C) the number of shares of Common Stock (including all such Common Stock equivalents) issuable upon exercise of all options outstanding as of such date of exercise, divided by 0~~2029.~~9355.~~

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $9,118 and $9,118 in the condensed consolidated interim statements of operations.

Series 5-3

On October 14, 2022, the Company issued a convertible note with a principal amount of $110,000 for cash proceeds of $110,000. The convertible note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22%. The convertible note matured on February 23, 2023.

WeIn ~~received~~connection ~~$4,600,000~~with inthe ~~subscriptions~~issuance ~~for 4,600~~ of ~~shares~~the ~~Series~~convertible Gnote, ~~Preferred~~the ~~Stock~~Company ~~that~~also weissued ~~valued~~common atshare ~~$1,000~~purchase ~~per~~warrants ~~share~~(the ~~based on~~“Warrants”) ~~the~~that ~~cash~~entitle ~~price.~~the Onholder ~~November~~to 2,purchase ~~2021~~5, ~~all the 4~~000,~~600~~000 shares of ~~Series~~the GCompany’s ~~Preferred~~Common Stock ~~were~~at ~~converted~~an ~~into~~exercise ~~255,555,556~~price ~~shares~~ of ~~our~~ ~~Common Stock~~$0.02 Atper ~~September~~share at ~~30,~~any ~~2023,~~time nountil ~~shares~~May of5, ~~Series G Preferred Stock are outstanding~~2029.

~~Series~~The Hfair ~~Preferred~~value ~~Stock~~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.

OnThe ~~November~~fair ~~5, 2021, we designated 39,895 shares of Series H Preferred Stock, which have a stated~~ value of ~~$1.00 per share, subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassifications, combinations, subdivisions or other similar events occurring after~~ the ~~date~~warrants ~~which~~was ~~the~~amortized ~~Series H are issued. Shares of Series H Preferred Stock have no voting rights and are senior in dividend rights and liquidation preference~~ to ~~our~~consolidated ~~Common~~statements ~~Stock and all other Common Stock Equivalents. Each share~~ of ~~Series~~operations Hover ~~Preferred~~the ~~Stock~~term ~~may be converted into 1,000 shares~~ of ~~Common~~the ~~Stock,~~convertible ~~subject~~note tousing the aeffective ~~maximum~~interest ~~ownership limit of 9~~method.~~99%.~~

OnFor ~~November 11, 2021, pursuant to an exchange agreement that we entered into with~~ the ~~Investors,~~three ~~39,895,000~~months ofended ~~our~~June ~~shares of Common Stock held by the Investors were exchanged for 39~~30,~~895~~ ~~shares~~2025 ~~of our Series H Preferred Stock~~ and ~~we cancelled the 39~~2024,~~895,000~~ ~~shares. We valued~~ the ~~39,895,000~~Company ~~shares~~recorded ~~and~~interest ~~39,895~~expense ~~shares~~ of ~~Series H Preferred Stock at~~ $37,~~989,500.~~404 Atand ~~September 30~~$7,404 ~~2023~~in ~~and~~the ~~December~~condensed ~~31,~~consolidated ~~2022,~~interim ~~39,895~~statements ~~shares~~ of ~~Series H Preferred Stock remain outstanding~~operations.

~~Note~~Series ~~9 Shareholders’ Equity~~5-4

~~Preferred~~On ~~Stock~~December 15, 2022, the Company issued a convertible note with a principal amount of $220,000 for cash proceeds of $200,000. The convertible note accrued interest at an annual rate of 12%. Upon the occurrence of an event of default, the convertible note accrued default interest at an annual rate of 22%. The convertible note matured on January 10, 2024.

AsIn connection with the issuance of ~~September~~the 30convertible note, ~~2023~~the ~~and~~Company ~~December~~also ~~31,~~issued ~~2022,~~common weshare ~~are~~purchase ~~authorized~~warrants (the “Warrants”) that entitle the holder to ~~issue~~purchase 5010,000,000 shares of ~~Preferred~~the ~~Stock,~~Company’s ~~with~~Common ~~designations,~~Stock ~~voting, and~~at ~~other~~an ~~rights~~exercise ~~and~~price ~~preferences~~of to$0.02 beper ~~determined~~share at byany ~~our~~time ~~Board~~until ofMay ~~Directors of which 48~~5,~~617,400~~ ~~remain available for designation and issuance~~2029.

~~Series~~The Bfair ~~Preferred~~values ~~Stock~~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.

~~There~~The ~~are~~issuance ~~100~~of ~~designated~~the ~~and~~convertible ~~authorized~~note ~~shares~~resulted ofin ~~Series~~an Boriginal ~~Preferred~~issuance ~~Stock.~~discount ~~Holders~~ of ~~Series~~$20,000, Bcalculated ~~Preferred~~as ~~Stock have~~ the ~~right~~difference tobetween ~~vote~~the onprincipal ~~all~~amount ~~shareholder~~and ~~matters~~the ~~equal~~cash toproceeds. ~~51%~~The total of the ~~total~~original ~~voting~~issuance ~~power~~discount ofand ~~each~~the ~~class~~allocated offair ~~stock~~value ~~outstanding. Holders~~ of ~~shares~~the ~~of Series~~warrants Bwere ~~Preferred~~being ~~are~~amortized ~~entitled~~ to ~~such~~consolidated ~~51%~~statements ~~voting~~of ~~rights~~operations ~~regardless~~over of the ~~number~~term of ~~voting~~the ~~shares~~convertible ~~issued~~note byusing the ~~company~~effective ~~at any time~~interest method.

OnFor ~~July 17, 2020, 100 Series B Preferred Stock were issued to acquire~~ the ~~Casa~~three ~~Zeta-Jones~~months ~~Brand~~ended ~~License~~June ~~Agreement (the “License Agreement”) from Luxurie Legs~~30, ~~LLC,~~2025 aand ~~limited liability company organized pursuant to the laws of the State of Delaware (“LUXURIE”)~~2024, ~~pursuant to which, at~~ the ~~effective~~Company ~~time,~~recorded ~~LUXURIE~~interest ~~transferred~~expense ~~all~~ of ~~its right~~$18,649 ~~title~~ and ~~interest~~$18,649 in the ~~License~~condensed ~~Agreement to Madison in exchange for a controlling interest in Madison represented by newly issued preferred stock.~~consolidated ~~Although~~interim ~~the~~statements ~~Series~~of ~~B Preferred Stock is entitled to 51% voting rights as described above, the stock has no dividend rate nor conversion feature~~operations.

OnConvertible ~~February~~notes ~~17,~~issued ~~2021,~~during ~~the~~year ~~100~~ended ~~shares~~December ~~Series B Preferred Stock were transferred from Mr. Canouse (our former director and Chief Executive Officer)~~31, to the FFO1 2021 Irrevocable Trust, a company Mr. Falcone (our director and CEO) is the trustee and has the voting and dispositive power. The 100 shares of Series B Preferred are included in the Pledged Assets.2023

~~At September 30, 2023 and December 31, 2022, there were 100~~ Series ~~B Preferred shares outstanding, respectively.~~ 5-5

~~Common~~On ~~Stock~~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.

AsFor ofthe ~~September~~three months ended June 30, ~~2023~~2025 and ~~December 31~~2024, ~~2022~~the ~~there~~Company ~~were~~recorded interest expense of $1,~~603~~696 and $1,~~095~~696,~~243~~ respectively, ~~shares~~in ~~outstanding~~the condensed consolidated interim statements of operations.

~~Warrants~~Series 6

OnConvertible ~~January 10, 2023, we issued two unsecured convertible subordinate~~ notes ~~totaling $220,000 and in connection with one of the notes sold, we~~ issued ~~the~~during ~~noteholder~~year aended ~~warrant~~December ~~to purchase up to 40~~31,~~000,000~~ ~~shares of our Common Stock at $0.02 per share starting January 10, 2023 and ending January 10, 2030.~~2022

~~The~~Series ~~Warrants issued were loan incentives. The value was allocated to the warrants based on its fair value on the date of the grant, as determined using the Black~~6-~~Scholes option pricing model.~~1

~~For~~On September 16, 2022, the ~~nine~~Company ~~months~~issued ~~ended~~a ~~September~~convertible 30note with a principal amount of $55,000 for cash proceeds of $50,000. The convertible note accrued interest at an annual rate of 6% starting from January 1, 2023. Upon the occurrence of an event of default, the aconvertible ~~summary~~note accrued default interest at an annual rate of ~~our~~12%. ~~warrant~~The ~~activity~~convertible isnote asmatured ~~follows:~~on September 16, 2023.

	Number of Warrants		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant- Date Fair Value		Aggregate Intrinsic Value
Outstanding and exercisable at January 1, 2023		246,173,016	$	0.021		3.69	$	399,783	$	4,431,114
										-
Issued		40,000,000	$	0.020		6.29		—	$	—
Exercised		—		—		—		—		—
Expired		—		—		—		—		—
Outstanding and exercisable at September 30, 2023		286,173,016	$	0.021		3.41	$	343,904	$	4,431,114

The original issuance discount of $5,000 and the fair value of the embedded conversion feature were amortized to consolidated statements of operations over the term of the convertible note using the effective interest method.

For the three months ended June 30, 2025 and 2024, the Company recorded interest expense of $1,645 and $1,645 in the consolidated statements of operations.

Note 7 Senior Secured Notes

On February 17, 2021, the Company entered into a securities purchase agreement with funds affiliated with Arena Investors, LP (the “Investors”) pursuant to which it issued two convertible notes having an aggregate principal amount of $16,500,000 for an aggregate purchase price of $15,000,000 (collectively, the “Notes”). The Notes are secured by a blanket lien on all of the Company’s assets and the shares of the Company’s Common Stock and Preferred Stock (the “Pledged Assets”).

In connection with the issuance of the Notes, the Company also issued 192,073,016 number of common share purchase warrants (the “Warrants”) and 1,000 Preferred Series F Shares to the investors (Note 10).

The Notes would mature on February 17, 2024, unless earlier converted, and accrue interest at a rate of 11% per annum, subject to increase to 20% per annum upon the occurrence of an event of default. Interest is payable in cash on a quarterly basis, commencing on March 31, 2021.

Conversion Feature

The Notes contain conversion features that allow the Investors to convert the Notes and unpaid interests into shares of the Company’s common stock. The conversion price is subject to the following:

The conversion price on any conversion date will be the lower of (1) $50,000,000 divided by the total number of outstanding shares of preferred stock, common stock, and common stock equivalents (assuming full conversion or exercise of all securities convertible into or exercisable for equity), or (2) $1.00.

Upon an event of default, the conversion price will be the lower of (1) 75% of the average VWAP of the Company’s common stock over the five (5) trading days immediately preceding the conversion date, or (2) $0.015 per share.

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

~~Note 10 Discontinued Operations~~Warrants

InThe ~~the~~Warrants ~~fourth~~entitle ~~quarter~~the ofInvestors ~~2022,~~to ~~management~~purchase atshares ~~that~~of ~~time~~the ~~determined that Sovryn~~Company’s ~~television~~common ~~broadcast~~stock. ~~business~~At ~~was~~the ~~not~~inception anof ~~efficient~~the agreement, the ~~use~~exercise price of ~~our~~the ~~resources~~Warrants towas ~~develop~~calculated ~~and~~as ~~launch~~125% ~~BCTV,~~of ~~our~~the ~~core~~base ~~business~~price, ~~and~~where ~~management~~the ~~sought~~base toprice ~~exit~~was ~~Sovryn’s~~determined ~~business~~by ~~and~~dividing $50,000,000 ~~pay~~by ~~down~~ the ~~Company’s~~total ~~senior~~number ~~debt~~of ~~associated~~outstanding ~~with~~shares ~~acquiring~~of ~~Sovryn’s~~preferred ~~assets~~stock, common stock, and ~~creating~~common ~~its~~stock ~~business.~~equivalents As(assuming athe ~~result,~~full conversion ~~Sovryn~~or isexercise ~~recognized~~of asall aoutstanding ~~discontinued~~securities ~~operation~~that inare ~~the~~convertible ~~accompanying~~into ~~condensed~~or ~~consolidated~~exercisable ~~financial~~for ~~statements.~~equity ~~Effective~~securities ~~February 1,~~of ~~2023,~~the weCompany). ~~assigned~~The exercise ~~100%~~price ~~ownership~~is ofsubject ~~Sovryn~~ to ~~the~~adjustment ~~Investors.~~as ~~The~~provided ~~previous~~in ~~year’s~~the ~~assets,~~Warrant ~~liabilities~~agreement and ~~expenses~~may ~~have been~~be ~~similarly~~paid ~~classified~~on ~~for~~a ~~comparative~~cashless ~~purposes~~basis. ~~The~~On ~~following~~September 24, is2021, athe ~~summary~~exercise price of ~~Sovryn for~~ the ~~nine~~Warrants ~~months~~was ~~ended~~amended ~~September~~to ~~30, 2023 and 2022:~~$0.025.

~~Schedule~~The ofCompany ~~previous~~evaluated ~~year~~the ~~assets~~conversion feature and warrants in accordance with Accounting Standards Codification (ASC) 815, Derivatives and Hedging. Initially, the conversion features and warrants were determined to be derivative liabilities. However, as the Company’s common stock is quoted on the OTC Expert Market, which lacks sufficient trading volume and ~~expenses~~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 30,			September 30,
	2023			2022
Assets
Current assets	$	—		$	92,970
Property, equipment and right-of-use assets		—			2,664,994
Intangible assets		—			12,024,012
Total Assets		—			14,781,976
Liabilities
Accounts payable and accrued liabilities		—			1,025,720
Lease liability obligations		—			1,465,584
Total Liabilities		—			2,492,305
Revenues		163,620			1,431,762
Selling, general and administrative		(173,359	)		(425,524	)
Television operation		—			(257,483	)
Amortization		—			(242,481	)
Professional fees		—			(1,072,374	)
Interest expense		—			(80,622	)
Gain (loss) on asset disposals		6,695,083			(52,668	)
Impairment loss		—			—
Gain (loss) from discontinued operations	$	6,685,344		$	(699,389	)

On September 24, 2021, upon the amendment of the exercise price of the warrants to a fixed price, the Company re-evaluated the amended terms in accordance with ASC 815-40 Contracts In Entity’s Own Equity, derecognized the derivative liabilities related to those warrants, and recognized the Warrants in equity (“End of derivative warrants treatment”).

~~Note~~The 11issuance ~~Income~~of ~~Taxes~~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.

~~Income~~On ~~tax~~February ~~recovery~~1, ~~differs~~2023, ~~from~~pursuant ~~that~~to ~~which~~an ~~would~~agreement bewith ~~expected~~the ~~from~~lender ~~applying~~of the ~~effective~~Company’s ~~tax~~senior ~~rates~~secured notes, Sovryn was sold to the lender. The net ~~income~~assets ~~(loss)~~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 ~~follows:~~a non-cash settlement.

	September 30, 2023			September 30, 2022
Schedule of senior secured notes issued
Net loss for the nine-month period	$	(19,567,431	)	$	(6,949,431	)
	Total
Statutory and effective tax rates		21.0	%		21.0	%
		$
Income taxes expenses (recovery) at the effective rate	$	(4,109,161	)	$	(1,459,380	)
Face value of senior secured notes issued		16,500,000
Effect of change in tax rates		—			—
Debt discount		(4,996,758	)
Permanent differences		—			—
Day 1 value of senior secured notes issued		11,503,242
Valuation allowance		4,109,161			1,459,380
Amortization expenses		1,262,697
Income tax expense and income tax liability	$	—		$	—
Balance at December 31, 2021		12,765,939
Amortization expenses		1,631,127
Balance at December 31, 2022		14,397,066
Partial settlement of principal		(9,159,907	)
Amortization expenses		1,987,011
Balance at December 31, 2023		7,224,170
Amortization expenses		115,923
Balance at December 31, 2024		7,340,093

AsThe ofCompany ~~September~~recorded ~~30,~~interest ~~2023~~expenses ~~and~~of ~~December 31~~$365,999 ~~2022~~and $365,999 ~~the~~for ~~tax effect of~~ the ~~temporary~~three ~~timing~~months ~~differences~~ended ~~that~~June ~~give~~30, ~~rise~~2025 toand ~~significant components of deferred income tax asset are noted below. A valuation allowance has been recorded~~2024, ~~as management believes it is more likely than not that the deferred income tax asset will not be realized~~respectively.

~~Schedule~~The ofinterest ~~deferred~~payable ~~income~~on ~~tax~~senior ~~asset~~secured notes as on June 30, 2025 and December 31, 2024 amounts to $7,126,870 and $6,398,894 respectively.

	September 30, 2023			December 31, 2022
Tax loss carried forward	$	—		$	—
Deferred tax assets	$	6,868,521		$	2,759,360
Valuation allowance		(6,868,521	)		(2,759,360	)
Deferred taxes recognized	$	—		$	—

Tax losses of approximately $30 million will expire in 2039 and 2040.

Note 128 ~~Subsequent~~Related ~~Events~~Party

OnAs ~~September~~at ~~21,~~June ~~2023~~30, ~~the~~2025 ~~Agent for the Investors delivered a notice to us that the Agent has exercised the Investors’ rights to vote the Pledged Interests (as defined in such notice)~~ and toDecember ~~exercise the Investors’ rights~~31, ~~powers and privileges~~2024, to ~~pass certain resolutions and to amend our bylaws then in effect to~~respectively, ~~among other things~~$523,307 ~~(i) remove the board of directors of the Company (the “Board of Directors”)~~ and ~~all officers of the Company~~$394,617 ~~and~~was ~~(ii)~~due ~~reduce~~to ~~the~~principal ~~number~~shareholder. ofThis ~~the~~amounts ~~Board of~~were ~~Directors~~received ~~from three~~ to ~~one~~support ~~director. As a result of~~ the ~~Agent~~Company’s ~~delivering~~working ~~such~~capital ~~notice~~requirement, and ~~exercising~~it ~~its~~is ~~rights to vote the Pledged Interests~~unsecured, anon-interest ~~change~~bearing ofand ~~control~~payable ofon ~~the Company occurred (the “Change of Control”)~~demand.

OnNote ~~the~~9 ~~two-year~~Stockholders’ anniversary of the October 11, 2021 issuance of the Series E-1 shares, the shares were to be automatically converted into 1,152,500,000 shares of our Common Stock, however we did not process the conversion and have not to date.Deficiency

OnPreferred November 6, 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board of directors. Mr. Amon removed all Company officers and appointed himself as the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer, Principal Executive Officer and Principal Accounting Officer.Stock

OnAs ~~November~~of ~~10,~~June ~~2023~~30, ~~Philip~~2025 ~~Falcone, individually~~ and onDecember ~~behalf~~31, ~~of the Company and other named defendants~~2024, ~~filed a Confession of Judgment affirming that a promissory note (~~the ~~“Z4 Note”) had been issued by the~~ Company, ~~dated~~is ~~December~~authorized ~~28,~~to ~~2021, by~~issue ~~Z4 MGMT LLC (“Z4”)~~50, ~~which was guaranteed by each of FFO1 2021 Irrevocable Trust and FFO2 2021 Irrevocable Trust. The Z4 Note was initially payable on February 15~~000, ~~2022, and had an original principal balance of $500,~~000 ~~with~~shares ~~an interest rate~~ of ~~12%~~preferred ~~per annum. The Z4 Note’s expiration date was extended to July 5~~stock, ~~2022,~~with ~~then further extended to March 31~~designations, ~~2023~~ voting, and as ofother ~~October~~rights ~~1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 filed an Affidavit of Default affirming that the Z4 Note was in default~~ and ~~requesting~~preferences ato ~~judgment~~be indetermined ~~the~~by ~~amount~~our ofBoard ~~$581,304 against the Company, FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust, and Mr. Falcone personally, in favor~~ of ~~Z4. On December 5~~Directors, ~~2023,~~ ~~a judgement in favor Z4 Management in the sum~~ of ~~$581,304~~which ~~was rendered against us~~48, ~~Mr. Falcone~~460,905 ~~FFO1~~remain ~~2021~~available ~~Irrevocable Trust~~for designation and ~~FFO2 2021 Irrevocable Trust~~issuance.

OnSeries ~~February~~A ~~18,~~Preferred ~~2024,~~Stock Agile Capital Funding LLC (“Agile”) filed a Confession of Judgment executed by Philip Falcone with the Supreme Court of the State of New York County of New York that affirmed that the Company owes Agile for funds received on January 30, 2023, less funds the Company subsequently repaid, and ~~for~~Series ~~accrued~~B ~~interest~~Preferred ~~and collection fees, which Agile determined to be $190,444 as of February 18, 2024. To date, the liability for the judgment has not been satisfied.~~Stock

~~Presently~~On July 28, 2020, the Company filed a certificate of designations of Series A Convertible Preferred Stock (the “Certificate weof ~~are~~Designations”) ~~default~~with onthe ~~all~~Nevada Secretary of ~~our~~State ~~outstanding~~designating ~~promissory~~100,000 shares of the Company’s shares of Preferred Stock as Series A Convertible Preferred Stock and ~~convertible~~setting ~~notes~~forth ~~payable~~the ~~(See~~voting ~~Notes~~and 4other powers, 5preferences and 6)relative, ~~which~~participating, optional ~~have~~or $4other rights of the Preferred Shares.1 ~~million in~~Each ~~aggregate~~share ~~principal~~of ~~outstanding~~Series ~~plus~~A ~~accrued~~Preferred ~~interest,~~Stock ~~penalties~~has a par value of $0.001 per share and a ~~fees~~stated value of $100 per share.

Holders of the Series A Preferred Stock are entitled to vote on all matters submitted to the Company’s shareholders, with their voting power equivalent to the number of Common Stock shares they would hold if their preferred stock were converted. This voting right can be exercised through written consent or proxy.

The Series A Preferred Stock does not have redemption rights.

The Series A Preferred Stock, with respect to the payment of dividends and payments upon the liquidation of the Company, ranks senior to all capital stock of the Company.

The Series A Preferred Stockholders is entitled to receive cumulative quarterly dividends, payable in additional Series A Preferred Stock, at an annual rate of 3% of the Stated Value, when declared by the Board. The Board did not declare dividend since issuance of the Series A Preferred Shares.

The Series A Preferred Stock is convertible by the holder into 3,420 shares of the Company’s Common Stock at any time after issuance. For the 24 months following issuance, the conversion ratio will be adjusted if the Company issues Common Stock (or related securities) that causes the total fully diluted Common Stock outstanding to exceed 360,000,000 shares. The adjusted conversion ratio will be calculated based on the total fully diluted shares after such issuance divided by 360,000,000, multiplied by the current conversion ratio.

In the event of a liquidation, dissolution, or winding up of the Company, or a Sale (defined as a sale of the majority of assets or certain mergers/consolidations), holders of Series A Preferred Stock are entitled to receive, prior to any distribution to junior securities, an amount equal to the Stated Value plus all accrued and unpaid dividends. If the Company’s assets are insufficient to pay this full amount, the remaining assets will be distributed proportionally among the Series A Preferred stockholders. The Company will provide at least 45 days’ written notice of any such Liquidation. The number of Series A Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024 was Nil.

~~ITEM~~On 2.July ~~MANAGEMENT~~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’Ss ~~DISCUSSION~~shares ~~AND~~of ~~ANALYSIS~~Preferred OFStock as ~~FINANCIAL~~Series ~~CONDITION~~B ~~AND~~Super ~~RESULTS~~Voting OFPreferred ~~OPERATIONS~~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.

~~Forward-Looking~~The ~~Statements~~shares of Series B Super Voting Preferred Stock will carry a number of votes equal to 51% (representing majority voting power) of all voting shares of every class, including 51% of all of the issued and outstanding shares of common stock on the date of any shareholder vote, such that the holders of Super Voting Preferred Stock shall always possess the majority of voting rights, and shall always out vote all holders of Common Stock.

The ~~following~~Series ~~discussion~~B ~~and~~Preferred ~~analysis~~Stock ofdoes ~~our~~not financial condition and results of operations for the three and nine months ended September 30, 2023, should be read together with our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”). This Form 10-Q and such discussion contains forward-looking statements that have ~~been~~redemption ~~made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995~~rights. These forward-looking statements are based on current expectations, estimates, and projections about our industry, management’s beliefs, and certain assumptions made by management that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements include our expectations regarding our capital needs, future cash flows, financial results, business strategy, business plans and objectives, current and future operations, intentions, expectations any statements concerning proposed new products, services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. In some cases, words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,” variations of these words, and similar expressions are intended to identify forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the U.S. Securities and Exchange Commission (“SEC”) on January 25, 2024 (the “Annual Report”), under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents that we file from time to time with the SEC, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

~~Recent~~The ~~Developments~~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.

OnThere ~~September~~is ~~21,~~no ~~2023,~~mandatory ~~the~~conversion Agent delivered a notice to us that the Agent exercised the Investors’ rights to vote the Pledged Interests and to exercise the Investors’ rights, powers and privileges, to pass certain resolutions and to amend our bylaws then in effect to, among other things, (i) remove the Board of ~~Directors~~Series ~~and~~B ~~all~~Super ~~Company~~Voting ~~officers,~~Preferred ~~and~~Stock ~~(ii)~~into ~~reduce~~Common ~~the number of the Board of Directors from three directors to one director~~Stock. ~~As a result of the Agent sending such notice and exercising its rights to vote the Pledged Interests, the Change of Control occurred.~~

On February 17, 2021, the ~~two-year~~100 ~~anniversary~~shares ofSeries B Preferred Stock were transferred from Mr. Canouse (the ~~October~~Company’s ~~11,~~former ~~2021~~director and ~~issuance~~CEO), ofto the ~~Series~~FFO E-1 ~~shares~~2021 Irrevocable Trust, a company that Mr. Falcone (the ~~shares~~Company’s ~~were~~former todirector beand ~~automatically~~CEO) ~~converted~~is the ~~into~~trustee ~~1,152,500,000~~and ~~shares~~has ofthe ~~our~~voting ~~Common~~and ~~Stock,~~dispositive ~~however~~power. weThe ~~did~~100 ~~not~~shares ~~process~~of ~~the~~Series ~~conversion~~B ~~and~~Preferred ~~have~~are ~~not~~included toin ~~date~~the collateral for the Investor Notes.

In ~~addition~~July to2020, ~~the~~pursuant ~~defaults~~to ~~described~~an ~~above,~~acquisition asagreement ofto acquire the ~~date~~Casa ~~of this Form 10~~Zeta-Q,Jones ~~and~~Brand ~~since~~License ~~the~~Agreement ~~last~~from ~~day~~Luxurie ofLegs, LLC, the ~~quarter~~Company ~~ended~~issued ~~September 30~~92, ~~2023,~~999 weshares ~~are~~of inSeries ~~default~~A ~~under~~Preferred aStock ~~certain loans payable for failure to pay principal~~ and ~~accrued~~100 ~~interest~~shares onof ~~such~~Series ~~loans,~~B ~~with~~Preferred ~~an aggregate of approximately $4~~Stock.3 ~~million~~The ~~and~~fair ~~$3.8~~values ~~million~~ of ~~principal,~~the Series ~~accrued~~A ~~interest~~ and ~~late~~Series ~~fees,~~B asPreferred ofStock ~~such~~issued ~~date~~were $216,150 and ~~as of September 30~~$47,553, ~~2023~~ respectively~~. As a result of the Change of Control~~, weand ~~intend~~were todetermined ~~strategize~~using ~~with~~a ~~the~~discounted ~~holders~~cash flow ofmethod. ~~such~~The ~~notes~~Company ~~to extend,~~recognized ~~modify~~an orintangible ~~otherwise~~asset ~~revisit~~as ~~the~~a ~~terms~~result of ~~such~~this ~~indebtedness~~share ~~in order to resolve such outstanding defaults~~issuance.

The Company accounted for its Series A Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument. This embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated statements of operations at each reporting period end. Upon the issuance of the Series A Preferred Stock, the Company recognized derivative liabilities of $58,545. For the year ended December 31, 2020, a gain of $20,657 resulting from the change in the fair value of these derivative liabilities was recognized in the consolidated statements of operations.

The Series B Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. The fair value of the Series B Preferred Stock was allocated to par value of $Nil and additional paid-in capital of $47,553.

On February 16, 2021, the Company extinguished all outstanding shares of its Series A Preferred Stock. In exchange, the former holders received one-year options to purchase up to 300,000 shares of the Company’s then wholly-owned subsidiary, CZJ License, Inc., at an exercise price of $10 per share. The fair value of the options issued was $21,465 and was included in additional paid-in capital. This transaction resulted in the derecognition of both the derivative liabilities and the Series A Preferred Stock. The difference between the combined carrying value of the derecognized derivative liabilities and Series A Preferred Stock and the $21,465 fair value of the options issued resulted in a gain on extinguishment of $194,685, which was recognized in the consolidated statements of operations for the year ended December 31, 2021. Separately, a loss of $20,657 resulting from the change in fair value of the derivative liabilities was recorded in the consolidated statements of operations for the year ended December 31, 2021.

The options issued expired without exercise.

The number of Series B Preferred Stock issued and outstanding as of June 30, 2025 and December 31, 2024 was 100.

OnSeries ~~November~~C 6,Preferred 2023, the shareholders of the Company removed Philip Falcone and Warren Zenna as our directors and appointed Thomas Amon as the sole member of our board of directors. Mr. Amon removed all our officers and was appointed as the Company’s President, Secretary, Treasurer, Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer.Stock

On ~~November~~February 1011, ~~2023~~2021, ~~Philip Falcone, individually and on behalf of~~ the Company ~~and other named defendants,~~ filed a ~~Confession~~certificate of ~~Judgment~~ ~~affirming~~designations ~~that~~of ~~the~~Series Z4C ~~Note~~Convertible ~~had~~Preferred ~~been~~Stock ~~issued by~~ (the ~~Company, dated December 28, 2021, by Z4, which was guaranteed by each~~“Certificate of ~~FFO1~~Designations”) ~~2021~~with ~~Irrevocable~~the ~~Trust~~Nevada ~~and~~Secretary ~~FFO2~~of ~~2021~~State ~~Irrevocable~~designating ~~Trust. The Z4 Note was initially payable on February 15~~10, ~~2022, and had an original principal balance of $500,~~000 ~~with~~shares ~~an interest rate~~ of ~~12%~~the ~~per annum. The Z4 Note~~Company’s ~~expiration~~shares ~~date~~of ~~was extended~~Preferred toStock ~~July~~as 5,Series ~~2022,~~C ~~then~~Convertible ~~further~~Preferred ~~extended~~Stock ~~to March 31, 2023,~~ and assetting offorth ~~October 1, 2023,~~ the ~~revised~~voting ~~principal~~and ~~balance,~~other ~~along with interest accrued~~powers, ~~totaled~~preferences ~~$581,304.~~and ~~On such date~~relative, ~~Z4 filed an Affidavit of Default affirming that the Z4 Note was in default and~~participating, ~~requesting~~optional aor ~~judgment~~other inrights ~~the amount~~ of ~~$581,304 against~~ the ~~Company,~~Preferred ~~FFO1 2021 Irrevocable Trust, FFO2 2021 Irrevocable Trust, and Mr~~Shares. ~~Falcone~~Each ~~personally,~~share ~~in favor~~ of ~~Z4.~~Series OnC ~~December~~Preferred 5,Stock ~~2023,~~has a ~~judgement~~par invalue ~~favor Z4 Management in the sum~~ of $~~581,304 was rendered against us, Mr~~0.001 ~~Falcone,~~per ~~FFO1~~share ~~2021~~and a ~~Irrevocable~~stated ~~Trust~~value ~~and~~of ~~FFO2~~$100 ~~2021~~per ~~Irrevocable Trust~~share.

OnHolders ~~February 18, 2024, Agile Capital Funding LLC (“Agile”) filed a Confession~~ of ~~Judgment executed by Philip Falcone with~~ the ~~Supreme~~Series ~~Court~~C ofPreferred ~~the~~Stock ~~State~~are ofentitled ~~New~~to ~~York~~vote ~~County~~on ofall ~~New~~matters ~~York~~submitted ~~that~~to ~~affirmed that~~ the Company’s ~~owes~~shareholders, ~~Agile~~with ~~for~~their ~~funds received on~~voting ~~January~~power ~~30,~~equivalent ~~2023,~~to ~~less funds~~ the ~~Company~~number ~~subsequently~~of ~~repaid,~~Common ~~and~~Stock ~~for~~shares ~~accrued~~they ~~interest~~would ~~and~~hold ~~collection~~if ~~fees,~~their ~~which~~preferred ~~Agile~~stock ~~determined to~~were ~~be $190,444 as of February 18, 2024~~converted. ToThis ~~date,~~voting ~~the~~right can ~~liability~~be ~~for~~exercised ~~the~~through ~~judgment~~written ~~has~~consent ~~not~~or ~~been satisfied~~proxy.

~~Since~~The ~~October~~Series ~~2023,~~C ~~and~~Preferred asStock adoes ~~result~~not ~~of the Change of Control, we~~ have ~~had~~redemption ~~minimal operations and nominal assets consisting almost entirely of cash~~rights. However, in December 2023, we held discussions with the head of content production of BCTV regarding initial plans to continue the Company’s business plans described above as intended prior to the Change of Control. However, we cannot make any guarantee as of the date of the filing of this Form 10-Q as to the timing and success of these plans, business relationships or reaching any self-imposed expectations, or that we will ultimately continue the Company’s business as so described. See “Forward-Looking Statements” in this Item 2 above.

The Series C Preferred Stockholders are entitled to receive cumulative quarterly dividends, payable in additional Series A Preferred Stock, at an annual rate of 2% of the Stated Value, when declared by the Board. The Board did not declare dividend since issuance of the Series A Preferred Shares.

The Company accounted for its Series C Preferred Stock as Mezzanine Equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was concluded to qualify for derivatives.

The Company did not issue Series C Preferred Stock. As at June 30, 2025 and December 31, 2024, no shares of Series C Preferred Stock are outstanding.

Series D Preferred Stock

On March 26, 2021, the Company filed a certificate of designations of Series D Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 230,000 shares of the Company’s shares of Preferred Stock as Series D Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series C Preferred Stock has a par value of $0.001 per share and a stated value of $3.32 per share.

The Series D Preferred Stock has no voting rights.

The Series D Preferred Stock does not have redemption rights.

The Series D are ranked equally with the Series E Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock.

The Series D Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare a dividend since the issuance of the Series D Preferred Shares.

Each share of Series D Preferred Stock may be converted into 1,000 common shares, subject to a 4.99% conversion limitation, which may be increased to a maximum of 9.99% by a holder by written notice to the Company.

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

During the year ended December 31, 2021, the Company issued 230,000 shares of Series D Preferred Stock to settle several notes payable and accrued interest. The fair value of the Series D Preferred Stock issued was determined to be $1,006,035 by using debt-based valuation method, which was allocated to par value of $230 and additional paid-in capital of $1,005,805.

During the year ended December 31, 2021, 75,000 shares of the Company’s Series D Preferred Stock were converted into 75,000,000 shares of its Common Stock. As of June 30, 2025 and December 31, 2024, 155,000 shares of Series D Preferred Stock remain unconverted and outstanding.

Series E Preferred Stock and Series E-1 Preferred Stock

On March 26, 2021, the Company filed a certificate of designations of Series E Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 1,000 shares of the Company’s shares of Preferred Stock as Series E Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value of $1,000 per share.

The Series E are ranked equally with the Series D Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock.

Each Holder of Series E Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E Preferred Stock would represent on the voting record date, and shall otherwise have the same voting rights as Common Stock.

The Series E Preferred Stock does not have redemption rights.

The Series E Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividend since issuance of the Series E Preferred Shares.

The Company accounted for its Series E Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument. The original embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated statements of operations at each reporting period end. Upon the issuance of the Series E Preferred Stock, the Company recognized derivative liabilities of $744. Subsequent to the issuance date, the Company evaluated an amendment to the conversion rate and determined that the amended conversion feature did not result in the recognition of a new derivative liability or a significant modification requiring remeasurement under ASC 815.

On September 16, 2021, the Company filed a certificate of designations of Series E-1 Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 1,152,500 shares of the Company’s shares of Preferred Stock as Series E-1 Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $0.001per share and a stated value of $0.87 per share.

The Series E-1 are ranked equally with the Series D Preferred Stock and the Series F Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock.

Each Holder of Series E-1 Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E-1 Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

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

The Series E-1 Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividend since issuance of the Series E-1 Preferred Shares.

The holder of the Series E-1 Preferred Stock may convert Series E-1 Preferred Shares into Common Stock at conversion rate of 1:1,000.

The Series E-1 Preferred Stock was accounted for as Permanent Equity in accordance with ASC 480 - Distinguishing Liabilities from Equity. The fair value of the Series E-1 Preferred Stock was allocated to par value of $1 and additional paid-in capital of $386,220.

On October 11, 2021, 1,000 shares of Series E Preferred Stock were exchanged for 1,152,500 Series E-1 Preferred shares and 1,091,388,889 shares of Common Stock. We valued the exchange at the same $386,221 value as was assigned to the 1,000 shares of Series E Preferred Stock. Upon the exchange of the Series E Preferred Stock for Series E-1 Preferred Stock, the Company derecognized the related derivative liabilities during year ended December 31, 2021. As at June 30, 2025 and December 31, 2024, no shares of Series E Preferred Stock are outstanding. As of June 30, 2025 and December 31, 2024, 1,152,000 shares of Series E-1 Preferred Stock are outstanding.

Series F Preferred Stock

During year ended December 31, 2021, the Company filed a certificate of designations of Series F Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 1,000 shares of the Company’s shares of Preferred Stock as Series F Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value of $1.00 per share. 1,000 shares of Series F Preferred Stock were issued along with the Senior Secured Notes (Note 8)

The Series F Preferred Stock are ranked equally with the Series D Preferred Stock and the Series E Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock.

Each Holder of Series F Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series F Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series F Preferred Stock does not have redemption rights.

The Series F Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividends since the issuance of the Series F Preferred Shares.

The Company accounted for its Series F Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The fair value of the Series F Preferred Stock issued was determined to be $32,229 by using fully-diluted method, which was allocated to par value of $Nil and additional paid-in capital of $32,229.

On October 11, 2021, the 1,000 shares of Series F Preferred Stock were converted into 192,073,017 shares of Common Stock. As of June 30, 2025 and December 31, 2024, Nil shares of Series F Preferred Stock were issued and outstanding

Series G Preferred Stock

On March 26, 2021, the Company filed a certificate of designations of Series G Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 3,000 shares of the Company’s shares of Preferred Stock as Series G Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series E Preferred Stock has a par value of $0.001 per share and a stated value of $1,000 per share. On August 18, 2021, the Company filed an amendment of certificate of designations and changed the designed number of Series G Convertible Preferred Stock from 3,000 to 4,600.

The Series G are ranked equally with the Series D Preferred Stock and the Series E Preferred Stock and as senior to all previously issued series of Preferred Stock and the Common Stock.

Each Holder of Series G Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series G Preferred Stock does not have redemption rights.

The Series G Preferred Stockholders is entitled to receive dividends when declared by the Board. The Board did not declare dividend since issuance of the Series G Preferred Shares.

During year ended December 31, 2021, the Company received $4,600,000 in subscriptions pursuant to the issuance of 4,600 of shares Series G Preferred Stock. The proceeds received was allocated into par value and additional paid-in capital of $5 and $4,599,995, respectively.

On November 2, 2021, all the 4,600 shares of Series G Preferred Stock were converted into 255,555,556 shares of the Company’s Common Stock with a conversion price of $0.018 (Note 8). Upon conversion, the amount previously allocated into Series G par value of $5 was reclassified from Series G Preferred Stock to Common Stock’s par value with an additional increase of $255,551 in Common Stock’s par value and a decrease of 250,956 in additional paid-in capital.

The Company accounted for its Series G Preferred Stock as permanent equity in accordance with ASC 480, Distinguishing Liabilities from Equity. The embedded conversion feature of the preferred stock was evaluated under ASC 815, Derivatives and Hedging, and was separated from the host instrument. The original embedded conversion feature was recognized as a derivative liability, with changes in its fair value recorded in the consolidated statements of operations at each reporting period end. Upon the issuance of the Series G Preferred Stock, the Company recognized derivative liabilities of $354,000. Subsequent to the issuance date, the Company evaluated an amendment to the conversion rate and determined that the amended conversion feature did not result in the recognition of a new derivative liability or a significant modification requiring remeasurement under ASC 815. Upon conversion to common stock, the abovementioned derivative liabilities were derecognized during the year ended December 31, 2021.

Series H Preferred Stock

On November 5, 2021, the Company filed a certificate of designations of Series H Convertible Preferred Stock (the “Certificate of Designations”) with the Nevada Secretary of State designating 39,895 shares of the Company’s shares of Preferred Stock as Series H Convertible Preferred Stock and setting forth the voting and other powers, preferences and relative, participating, optional or other rights of the Preferred Shares. Each share of Series H Preferred Stock has a par value of $0.001 per share and a stated value of $1.00 per share.

Each Holder of Series H Preferred Stock is entitled to vote on an as-converted basis, with the number of votes equal to the underlying Common Stock shares their Series E Preferred Stock would represent on the voting record date and shall otherwise have the same voting rights as Common Stock.

The Series H Preferred Stock does not have redemption rights.

The Series H Preferred Stockholders are entitled to receive dividends when declared by the Board. The Board did not declare dividends since the issuance of the Series H Preferred Shares.

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

On November 11, 2021, pursuant to an exchange agreement that we entered into with the Investors, 39,895,000 shares of Common Stock held by the Investors were exchanged for 39,895 shares of Series H Preferred Stock and the Company cancelled the 39,895,000 shares of common stock. The Company valued the 39,895,000 shares and 39,895 shares of Series H Preferred Stock at $3,989,500. Upon exchange, $40 was reclassified from the amount previously allocated into Common Stock par value into Series H Preferred Stock’s par value with the remaining $39,855 reclassified into in additional paid-in capital.

At June 30, 2025 and December 31, 2024, 39,895 shares of Series H Preferred Stock remain outstanding.

Common Stock39,895

No issuances of Common Stock occurred in the six months ended June 30, 2025 and year ended December 31, 2024.

On August 14, 2021, our shareholders approved an increase in the authorized number of shares of Common Stock to 6,000,000,000, from 500,000,000, which became effective the same day. As of, 2025 and December 31, 2024, there were 1,603,095,243 shares outstanding, respectively.

Warrants

We issued warrants issued as loan incentives and valued the warrants on their respective grant dates using the Black-Scholes option pricing model. Warrant values per share ranged from $0.023 to $0.002. For the six months ended June 30, 2025, a summary of our warrant activity is as follows:

	Number of Warrants			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)		Weighted- Average Grant- Date Fair Value
Outstanding and exercisable at January 1, 2025		243,323,017		$	0.021		2.05	$	1,963,079

Expired		(10,600,000	)		—		—		—
Outstanding and exercisable at June 30, 2025		243,323,017		$	0.021		1.56	$	1,963,079

In determining the fair value of these equity-classified features, the Company considered the fact that its common stock is quoted on the OTC Expert Market, where trading volume is minimal and pricing is not reliably observable. Due to the absence of active market inputs, the Company determined that a quoted market price could not be used to value the conversion features.

Instead, the Company referred to the most recent observable transaction price from a private placement conducted in 2021, in which it issued 4,600 shares of Series G Preferred Stock for total proceeds of $4,600,000. On November 2, 2021, these preferred shares were converted into 255,555,556 shares of common stock, implying an effective per-share price of $0.018. The Company used this price as the best available input to support the fair value assessment.

Note 10 Contingency and Commitments

On February 17, 2024, Agile Capital Funding LLC (“Agile”) filed a Confession of Judgment executed by Philip Falcone with the Supreme Court of the State of New York, County of New York. The filing stated that Sovryn Holdings Inc. (“Sovryn”) and Madison Technologies Inc. (“Madison”) owe Agile an amount of approximately $190,444 as of February 17, 2024, representing funds received on January 30, 2023, net of repayments, together with accrued interest and collection fees.

Management has reviewed this matter and concluded that Madison has no obligation arising from this Confession of Judgment. The funds in question were received by Sovryn, which was a subsidiary of Madison at the time and was sold to Arena Group Holdings Inc. in February 2023, including all of Sovryn’s assets and liabilities. Accordingly, management believes that the Confession of Judgment relates to obligations of Sovryn prior to its sale.

Madison has not received any demand or claim for payment in connection with this matter. Based on the information available, management believes it is unlikely that this matter will result in any obligation for Madison. No amount has been recognized in the financial statements, as any potential liability, if any, cannot be reasonably determined at this time.

Our principal executive office, at which minimal operations are conducted and which we do not own or lease, is located at 2500 Westchester Avenue, Suite 401, Purchase, New York.

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

Note 11 Subsequent Events

The Company has evaluated subsequent events through December 23, 2025, the date the financial statements were available to be issued.

Subsequent to June 30, 2025, the Company received $214,039 in additional funding from its principal shareholder, Arena. These funds were provided to support the Company’s ongoing operations and working capital requirements.

Management believes that this continued financial support from Arena demonstrates the shareholder’s commitment and provides the Company with sufficient liquidity to continue operations for the foreseeable future.

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

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Shareholders’ Equity General.

THE FOLLOWING PRESENTATION OF OUR PLAN OF OPERATION OF SHOULD BE READ IN CONJUNCTION WITH THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

RESULTS OF OPERATIONS

Our ~~condensed~~ consolidated ~~unaudited~~ financial statements included herein have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of ~~equity and/~~stock or debt securities and further implement our business plan.

Three ~~months~~and ~~ended~~Six ~~September~~Months Ended June 30, ~~2023~~2025 and ~~2022~~2024

~~Selling,~~General ~~general~~ and administrative expenses

~~Selling, general~~ General and administrative expenses ~~decreased~~ increased to $040,046 for the three months ended ~~September~~June 30, ~~2023~~2025, from $~~130~~9,~~664~~026 for the three months ended June ~~September~~30, 2024. General and administrative expenses increased to $101,022 for the six months ended June 30, ~~2022~~2025, ~~primarily~~from $24,498 asfor athe ~~result~~six ofmonths ~~winding~~ended ~~down~~June ~~operating~~30, ~~activities~~2024.The ~~due~~increase towas aprimarily ~~lack~~because of ~~funds~~the expenses necessary to process our SEC filings.

Professional Fees

Professional fees decreased to $080,270 for the three months ended ~~September~~June 30, ~~2023~~2025, from $~~206~~66,~~623~~000 for the three months ended ~~September~~June 30, ~~2022~~2024. ~~primarily~~Professional fees asdecreased ato ~~result~~$137,174 offor ~~winding~~the six months ended June 30, 2025, from $190,703 for the six months ended June 30, 2024. The decrease ~~down~~was ~~operating~~primarily ~~activities~~because ~~due~~of the expenses incurred in the quarter ended June 30, 2024 for the transfer of Sovryn to the Investors that resulted in a ~~lack~~$9,159,907 ofreduction ~~funds~~in principal on the senior secured notes on February 1, 2023.

~~Interest~~Amortization ~~Expense~~expense and interest expense

~~Interest~~Total amortization expense ~~decreased~~was to $~~1,034,496~~ Nil for the three months ended ~~September~~June 30, ~~2023~~2025 ~~from~~and ~~$1,450,495~~June ~~for the three months ended September~~ 30, ~~2022~~2024. ~~The~~Total ~~decrease~~amortization ~~resulted~~expense decreased ~~primarily~~to ~~from~~$Nil ~~the~~for ~~interest cost of our debt held~~ the ~~Investors~~six ~~that~~months ~~accrued~~ended ~~interest~~June at30, an2025, ~~11%~~from ~~rate~~$130,226 ~~per annum~~ for the ~~three~~six months ended ~~September~~June 30, ~~2023~~2024. ~~and~~Amortization ~~did~~expense ~~not~~is derived ~~include~~from andiscounts ~~assessment~~recognized ~~for~~when ~~default~~we ~~interest~~issued atdebt 9%and ~~per~~then ~~annum~~amortized ~~that~~the wediscount ~~accrued~~over ~~for~~ the ~~three~~terms ~~months ended~~of ~~September~~the ~~30, 2022~~debt. InMost ~~addition, the costs~~ of ~~other~~our debt ~~financings~~matured ~~associated~~in ~~with~~2023 and the ~~acquisitions~~discounts ofwere ~~television~~fully ~~stations~~amortized ~~and development~~in of2023. ~~BlockchainTV~~In ~~had~~2024, ~~amortization~~we ~~periods~~amortized ~~that~~all ~~expired~~the ~~prior~~remaining todebt ~~December 31, 2022~~discounts.

Discontinued Operations

Our loss from discontinued operations was $0 and $101,525 for the three months ended September 30, 2023 and 2022, respectively. Effective February 1, 2023, we entered into an agreement with the Investors in which we exchanged our ownership of the assets associated with Sovryn’s broadcast television business in exchange for a $11,600,000 reduction in our obligation for the Notes. As a result, our discontinued operations terminated on February 1, 2023.

Net Loss

Net loss increased to $718,482 for the three months ended June 30, 2025, from $673,192 for the three months ended June 30, 2024. Net loss decreased to $1,~~034~~427,~~496~~959 for the ~~three~~ six months ended ~~September~~June 30, ~~2023~~2025, from $1,~~879~~504,~~273~~104 for the ~~three~~six months ended ~~September~~June 30, ~~2022~~2024. The decrease for the six-month periods was primarily the result of ~~the~~decreases ~~decrease~~in amortized interest expense and professional fees that was partially offset by an increase in ~~operating~~general and ~~interest~~administrative expenses, ~~and~~particularly in the ~~termination~~three ofmonths ~~our~~ended ~~discontinued~~June ~~operations.~~30, 2025. The net loss per basic and diluted share was $0.~~001~~0004 for the three-month periods ended June 30, 2025 and 2024, respectively and $0.~~002~~0009 for the six-month periods ended June 30, 2025 and 2024, respectively, with basic and diluted weighted averages shares outstanding of 1,603,095,243 ~~and~~ ~~1,599,095,027~~ for all of the respective periods.

Nine months ended September 30, 2023 and 2022

Selling, general and administrative expenses

Selling, general and administrative expenses increased to $351,022 for the nine months ended September 30, 2023 from $327,855 for the nine months ended September 30, 2022 primarily as a result of a $145,000 increase BlockchainTV content development costs.

Professional Fees

Professional fees decreased to $107,740 for the nine months ended September 30, 2023, from $1,484,393 for the nine months ended September 30, 2022 primarily as a result of winding down operating activities in the three months ended September 30, 2023 due to a lack of funds.

Interest Expense

Interest expense decreased to $3,248,679 for the nine months ended September 30, 2023 from $4,466,875 for the nine months ended September 30, 2022. The decrease resulted primarily from the interest cost of our debt held the Investors that accrued interest at an 11% rate per annum for the nine months ended September 30, 2023 and did not include an assessment for default interest at 9% per annum that we accrued for the nine months ended September 30, 2022. In addition, the costs of other financings associated with the acquisitions of television stations and development of BlockchainTV had amortization periods that expired prior to December 31, 2022.

Discontinued Operations

Our gain from discontinued operations was $6,685,344 for the nine months ended September 30, 2023 as compared to a loss of $597,864 for the nine months ended September 30, 2022. Effective February 1, 2023, we entered into an agreement with the Investors in which we exchanged our ownership of the assets associated with Sovryn’s broadcast television business in exchange for a $11,600,000 reduction in our obligation for the Notes. As a result, the revenues, expenses, assets and liabilities of Sovryn are included as discontinued operations for the nine months ended September 30, 2023 and 2022. The increase in our gain from discontinued operations resulted from Sovryn’s liabilities being transferred as part of the ownership transfer.

Loss on Disposition of Assets

Sovryn owed us $15,850,990 as of the Sovryn ownership transfer on February 1, 2023. The amount owed to us resulted primarily from funds that we advanced to Sovryn in order to purchase the television station assets. We wrote off the amount owed and recognized the loss, which is consistent with the terms of the ownership transfer.

Net Loss

Net loss increased to $12,882,087 for the nine months ended September 30, 2023, from $5,070,158 for the nine months ended September 30, 2022. The increase was primarily the result of the $15,850,990 loss from the disposition of Sovryn in the nine months ended September 30, 2023, 2023 that was partially offset by a $6,685,344 gain from the discontinued operations of Sovryn as described above. The net loss per basic diluted share was $0.008 and $0.003, respectively, with basic and diluted weighted averages shares outstanding of 1,603,095,243 and 1,599,095,027 for the respective periods.

Liquidity and Capital Resources

Cash and Working Capital

As at ofJune ~~September~~ 30, ~~2023~~2025, we had $0Nil in cash and a $1321,~~759~~814,~~634~~254 working capital deficit, compared to cash of $0Nil and working capital deficit of $1620,~~733~~386,~~223~~294 as at December 31, ~~2022~~2023. ~~Our~~The increase in the working capital deficit ~~decreased~~ primarily ~~because of~~resulted ~~transferring~~from ~~ownership~~the accrual of ~~Sovryn~~interest on ~~February~~our ~~1, 2023~~debt.

We will require additional capital to meet our long- and short-term operating requirements. For the ~~year~~six ~~ended December 31, 2022 and nine~~ months ended ~~September~~June 30, ~~2023~~2025, our principal source of liquidity was our cash that we obtained from ~~borrowings~~funds provided by the Investors. Our principal use of cash was to fund operations. We expect that the principal uses of cash in the future will be for continuing operations associated with rolling out ~~the~~our business plan and repayment of notes payable that are not converted into our Common Stock or renegotiated.

Net Cash Used in Continuing Operating Activities

We used $7128,~~014,071~~690 in cash infrom continuing operating activities ~~during~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2023~~2025, compared to cash used of $2215,~~256,779~~522 from incontinuing operating activities during the ~~previous year’s~~six ~~nine-month~~months ~~period.~~ended ~~The~~June ~~increase~~30, ~~was primarily the result of an increase in our operating loss~~2024.

Net Cash Used in Investing Activities

We used cash of $0 in investing activities during the nine months ended September 30, 2023, compared to cash used of $89,301 in investing activities during the previous year’s nine-month period. The decrease was the result of the deferral of investing activities in the nine months ended September 30, 2023 due to cash constraints.

Net Cash Provided by Financing Activities

Net cash provided by financing activities of was $~~328~~128,~~726~~690 ~~for~~during the ~~nine~~six months ended ~~September~~June 30, ~~2023 were from the proceeds of subordinated notes payable and Warrants that we sold to investors~~2025, compared to $1215,~~452,000~~522 of cash provided by financing activities during the ~~previous~~six ~~fiscal~~months ~~year~~ended ~~that~~June we30, ~~generated from proceeds of subordinated notes payable and warrants that we sold to investors~~2024.

~~Net Cash from Discontinued Operations~~30

~~For the nine~~No ~~months ended September 30, 2023, we use $6,685,345 of~~ cash ~~from~~was ~~discontinued~~used ~~operations~~in ~~which~~investing ~~ceased~~activities onduring ~~February 1, 2023, as compared to generating $611,388 of cash from discontinued operations in~~ the ~~nine~~six months ended ~~September~~June 30, ~~2022~~2025 and 2024.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Going Concern

The ~~independent~~accompanying ~~auditor’s~~financial ~~report~~statements ~~accompanying~~have ~~our~~been ~~December~~prepared ~~31,~~assuming ~~2022~~that the Company will continue as a going concern. The Company has suffered recurring losses from operations and ~~2021~~has ~~consolidated~~a ~~audited~~significant ~~financial~~accumulated ~~statements~~deficit. inIn addition, the Company continues to experience ~~Annual~~negative ~~Report~~cash ~~contain~~flow anfrom ~~explanatory~~operations. ~~paragraph~~These ~~expressing~~factors raise substantial doubt about ~~our~~the Company’s ability to continue as a going concern. ~~Such~~ ~~consolidated~~The financial statements ~~and~~do ~~the~~not ~~condensed~~include ~~consolidated~~any ~~financial~~adjustments ~~statements~~that inmight ~~this~~result ~~Form~~from ~~10-Q~~the ~~have~~outcome ~~been~~of ~~prepared assuming~~this ~~that~~uncertainty. weManagement’s plans ~~will~~in ~~continue~~regards asto athis ~~going~~matter ~~concern,~~include ~~which~~raising ~~contemplates~~additional ~~that~~equity wefinancing ~~will~~and ~~realize~~borrowing ~~our~~funds ~~assets~~under ~~and~~a ~~satisfy~~private ~~our~~credit ~~liabilities~~facility and/or ~~commitments~~other incredit ~~the ordinary course of business~~sources.

26Off-Balance Sheet Arrangements

~~Transactions~~We ~~with~~have ~~Related~~no ~~Parties~~off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

~~Effective January 1, 2022, we entered into~~Item ~~a management consulting agreement with GreenRock LLC, a company controlled by Mr~~3. ~~Falcone,~~Quantitative ~~for a period of one year ending December 31, 2022, pursuant to which we provided monthly remuneration of $35,000, plus expenses in connection with his duties, responsibilities~~ and ~~performance~~Qualitative asDisclosures ~~our~~About ~~chief~~Market ~~executive officer~~Risk. In February 2021, Sovryn entered into a consulting agreement with GreenRock LLC to provide us with chief executive officer services. The agreements expired on December 31, 2022 and were not renewed. In the nine months ended September 30, 2023 and 2022, we paid GreenRock LLC $42,530 and $270,000 in fees, respectively. We paid GreenRock LLC bonuses of $128,473 and $488,934 for the nine months ended September 30, 2023 and 2022, respectively.

OnNot February 1, 2023, we entered into the Partial Foreclosure Agreement with the Investors pursuant to which we transferred ownership of our Federal Communications Commission (“FCC”) licenses and other broadcast television assets to a third-party entity controlled by the Investorsapplicable. In consideration therefor, the Investors agreed to reduce the indebtedness under the Notes by $11,600,000. On September 21, 2023, the Agent for the Investors delivered to us a notice that the Agent has exercised the Investors’ rights to vote the Pledged Interests, including the 100 shares of our Series B Preferred Stock, and to exercise the Investors’ rights, powers and privileges to pass certain resolutions and to amend our bylaws then in effect to, among other things, (i) remove the Board of Directors and all Company officers, and (ii) reduce the number of the Board of Directors from three directors to one director. As a result of the Agent sending such notice and exercising its rights to vote the Pledged Interests, the Change of Control occurred.

~~Material~~Item ~~Commitments~~4. ~~for~~Controls ~~Capital~~and ~~Expenditures~~Procedures.

WeDisclosure ~~had~~Controls noand ~~contingencies or long-term commitments at September 30, 2023.~~Procedures

~~Critical~~In ~~Accounting~~connection ~~Policies~~with the preparation of this annual report on Form 10-K, an evaluation was carried out by the sole member of our Board of Directors and our Chief Executive Officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer, to allow timely decisions regarding required disclosures.

We follow certain significant accounting policies when preparing our consolidated financial statements. A complete summary of these policies is included in Note 1 of the Notes to the condensed consolidated financial statements included in this Form 10-Q. Certain of the policies require management to make significant and subjective estimates or assumptions that may deviate from actual results. In particular, management makes estimates regarding the useful life of long-lived assets related to depreciation and amortization expense, estimates regarding fair value of our reporting units and future cash flows with respect to assessing potential impairment of both long-lived assets and goodwill and estimates of expense related to our debt and equity instruments. Each of these estimates is discussed in greater detail in the following discussion.

Derivative Liabilities

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer, who also serves as our Chief Financial and Chief Accounting Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of September 30, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, our management concluded, as of the end of the period covered by this report, that our disclosure controls and procedures were not effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the SEC rules and forms and that such information was accumulated or communicated to management to allow timely decisions regarding required disclosure. In particular, we identified material weaknesses in internal control over financial reporting, as discussed below.

Management’s Report on Internal Controls over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act. Our internal control framework over financial reporting is a process designed under the supervision of our Chief Executive Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“US GAAP”). Internal control over financial reporting includes those policies and procedures that:

	●	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

	●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

28Management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

Management conducted an assessment of the effectiveness of our internal control over financial reporting as of September 30, 2023, based on criteria established in Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment, management identified material weaknesses in internal control over financial reporting.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

The matters involving internal controls and procedures that management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee and no outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (4) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified and communicated to management in connection with the preparation and audit of our financial statements as of December 31, ~~2022, and the preparation of this Form 10-Q~~2024.

As a result of the material weakness in internal control over financial reporting described above, management has concluded that, as of ~~September~~June 30, ~~2023~~2025, our internal control over financial reporting was not effective based on the criteria in Internal Control – Integrated Framework issued by COSO.

Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and no outside directors on our Board of Directors caused and continues to cause an ineffective oversight in the establishment and monitoring of the required internal controls over financial reporting.

We are committed to improving our financial organization. As part of this commitment and when funds are available, we will create a position to segregate duties consistent with control objectives and will increase its personnel resources and technical accounting expertise within the accounting function by: (i) appointing additional outside directors to its board of directors who will also be appointed to our audit committee, resulting in a fully functioning audit committee that will undertake the oversight in the establishment and monitoring of required internal controls over financial reporting; and (ii) preparing and implementing sufficient written policies and checklists that will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.

Management believes that the appointment of additional outside directors, who will also be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses: (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. Further, management believes that the hiring of additional personnel who have the technical expertise and knowledge will result proper segregation of duties and provide more checks and balances within the department. Additional personnel will also provide the cross training needed to support our internal controls if personnel turn-over issues within the department occur. This, coupled with the appointment of additional outside directors, is designed to greatly decrease any control and procedure issues we may encounter in the future.

Management will continue to monitor and evaluate the effectiveness of our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

29Our independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting. As a result, this Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We are not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the temporary rules of the SEC that permit us to provide only management’s report in this quarterly report.

~~Our~~Changes independent auditors have not issued an attestation report on management’s assessment of our internal control over financial reporting. As a result, this Quarterly Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We are not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the temporary rules of the SEC that permit us to provide only management’s report in ~~this~~Internal ~~Form 10-Q.~~Controls

~~Changes~~There were no changes in ~~Internal~~our ~~Controls~~internal controls over ~~Financial~~financial ~~Reporting~~reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the year ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended September 30, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II – Other Information

ITEM 1. LEGAL PROCEEDINGS.

Other than the following proceedings, we are not a party to any material pending legal proceedings and, to the best of our knowledge, none of our property or assets are the subject of any material pending legal proceedings.

On January 30, 2023, in the Supreme Court of the State of New York, Philip A. Falcone provided Agile Capital Funding LLC (“Agile”) with an affidavit of confession of judgement for an obligation due to Agile from Sovryn and the Company’s failure to deliver to Agile accounts receivable, which were purchased by Sovryn and the Company pursuant to the Agreement for the Purchase and Sale of Future Receipts dated January 30, 2023. Agile filed an affidavit of facts in the Supreme Court in the State of New York on February 18, 2024 requesting an entry of judgement against Sovryn and the Company in the sum of $190,443.62 less any payments made in a timely manner. On January 30, 2023 the Supreme Court of the State of New York adjudged that Agile does recover the sum of $190,443.62.

On October 12, 2023, the Supreme Court of the State of New York in the County of Albany entered a final judgment against the Company approving the request of the Workers’ Compensation Board of the State of New York, the plaintiff in the case, seeking recovery of an outstanding assessment/award in the sum of $7,500.

On November 10, 2023, Philip Falcone, individually and on behalf of Madison and other named defendants, filed a Confession of Judgment affirming that the Z4 Note had been issued to the Company, dated December 28, 2021, by Z4 Management, which was guaranteed by each of FFO1 and FFO2. The Z4 Note was initially payable on February 15, 2022, and had an original principal balance of $500,000.00 with an interest rate of 12% per annum. The Z4 Note’s expiration date was extended to July 5, 2022, then further extended to March 31, 2023, and as of October 1, 2023, the revised principal balance, along with interest accrued, totaled $581,304. On such date, Z4 Management filed an Affidavit of Default affirming that the Z4Note was in default and requesting a judgment in the amount of $581,304 against Madison, FFO1, FFO2, and Mr. Falcone personally in favor of Z4 Management. On December 5, 2023, a judgement in favor Z4 Management in the sum of $581,304 was rendered against Madison, Mr. Falcone, FFO1 and FFO2.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 10, 2023, we sold a total of $220,000 of notes payable that may be converted into our Common Stock at fixed prices of $0.02 per share, and we issued certain noteholders warrants to purchase an aggregate of 40,000,000 shares of our Common Stock, exercisable for $0.02 per share.

The sale and the issuance of such securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Such determination was made based on the representations of such investors which included, in pertinent part, that such investors were either (A) an “accredited investor” within the meaning of Rule 501 of Regulation D or (B) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, and upon such further representations from each investor that (i) such investors acquired the securities for its own account for investment and not for the account of any other person and not with a view to or for distribution, assignment or resale in connection with any distribution within the meaning of the Securities Act, (ii) such investors agreed not to sell or otherwise transfer the purchased securities unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investors had knowledge and experience in financial and business matters such that it was capable of evaluating the merits and risks of an investment in us, (iv) such investors had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of such offer and sale and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) such investors had no need for the liquidity in its investment in us and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for such securities issued in reliance upon these exemptions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

On October 27, 2022, the Agent for the Investors notified us that certain Events of Default have occurred and are continuing under the Notes. On November 21, 2022, we, the Investors and the Agent entered into a Forbearance Agreement, pursuant to which, among other things, we acknowledged the outstanding principal balances of the Notes, that we have an obligation for interest, including default interest, fees and expenses in connection with the Notes, that we have no rights of offset, defenses, claims or counterclaims with respect to our obligations and pursuant to a side letter, dated as of November 21, 2022, we agreed to achieve certain milestones by the dates as set forth therein. The Forbearance Agreement expired on December 30, 2022.

In January 2023, outstanding principal amounts under the Notes of not less than $16.5 million were accelerated by Arena in its capacity as Agent due to the occurrence of certain events of default under the Notes, which ultimately resulted in the Change of Control.

On January 28, 2023, the Agent for the Investors sent us an Event of Default/Notice of Intention to Seek Appointment of Receiver (the “Acceleration Notice”). The Acceleration Notice stated that the Agent and Investors (a) elected to cause the outstanding principal amount of the Notes, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof to become immediately due and payable in cash, (b) inform us of the Agent’s and Investors’ intent to commence legal action to collect any or all of the obligations under the Notes, and (c) seek the appointment of a receiver or trustee as a means of realizing proceeds on their collateral.

On February 1, 2023, we entered into a partial strict foreclosure agreement with the Investors pursuant to which we transferred ownership of our FCC licenses and other broadcast television assets to a third party entity controlled by the Investors and received $11,600,000 in credit toward our indebtedness to the Investors.

On February 3, 2023, we entered into a securities purchase agreement with a third party lender pursuant to which we borrowed $88,760 that accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023.

On September 21, 2023, the Agent for the Notes sent us a notice that the Agent has exercised the Investors’ rights to vote the Pledged Assets and to exercise the rights, powers and privileges as Investors, to pass certain resolutions and to amend our bylaws to, among other things, (i) remove the Board of Directors and all officers of the Company, and (ii) reduce the number of the Board of Directors from three to one director. As a result of the Agent for the Notes sending such notice and exercising their rights to vote the Pledged Assets and exercising their rights, powers and privileges as Investors, the Change of Control occurred.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

On January 10, 2023, we entered into securities purchase agreements with two investors (the “January 10th SPAs”). Pursuant to the January 10th SPAs, we sold a total of $220,000 of notes (the “January Notes”) that may be converted into our Common Stock at fixed prices of $0.02 per share, and we issued such investors warrants (the “January Warrants”) to purchase an aggregate of 40,000,000 shares of our Common Stock, exercisable for $0.02 per share. Copies of the forms of the January 10th SPAs, January Notes and January Warrants are attached as Exhibit 10.4, 4.1 and 4.2, respectively, to this Form 10-Q. The foregoing descriptions of the January 10th SPAs, the January Notes and the January Warrants are summaries and do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.4, 4.1 and 4.2, respectively.

On February 1, 2023, we entered into a partial strict foreclosure agreement with the Investors (the “Partial Strict Foreclosure Agreement”) pursuant to which we transferred ownership of our FCC licenses and other broadcast television assets to a third party entity controlled by the Investors and received $11,600,000 in credit toward our indebtedness to the Investors. Also on February 1, 2023, the Company, Sovryn, Station Break Holdings, LLC, the Investors and several financial institutions who were parties to a 2021 purchase agreement with the Company entered into a restructuring agreement (the “Restructuring Agreement”) pursuant to which, among other things, in order to help address the continuing events of default under outstanding indebtedness owed to the Investors, Station Break Holdings, LLC was formed in order to assume the right to certain transferred collateral previously held by Sovryn and assumed the rights to certain obligations of the rights to such collateral held by the secured parties identified in the Partial Strict Foreclosure Agreement, upon approval from the FCC. On February 1, 2022, Sovryn entered into a local marketing agreement (the “Local Marketing Agreement”) with Station Break Operating, LLC, whereby Sovryn granted Station Break Operating, LLC rights to utilize its broadcast transmission facilities and assets in exchange for the partial satisfaction of certain existing loan obligations of the Company and Sovryn in connection with the Partial Strict Foreclosure Agreement. Copies of the Partial Strict Foreclosure Agreement, the Restructuring Agreement and the Local Marketing Agreement are attached as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 10-Q. The foregoing descriptions of the Partial Strict Foreclosure Agreement the Restructuring Agreement and Local Marketing Agreement are summaries and do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1, 10.2 and 10.3, respectively.

On February 3, 2023, we entered into a securities purchase agreement (the “February 2023 SPA”) with a third party lender pursuant to which we borrowed $88,760 and issued a promissory note (the “February 2023 Note”) that accrues interest a 12% per annum and is repayable in 10 monthly installments starting March 15, 2023. Copies of the February 2023 SPA and the February 2023 Note are attached as Exhibits 10.5 and 4.3, respectively, to this Form 10-Q. The foregoing descriptions of the February 2023 SPA and February 2023 Note are summaries and do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.5 and 4.3, respectively.

ITEM 6. EXHIBITS

(a) Index to and Description of Exhibits

All exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to Madison’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51302.

Exhibit		Description
4.1		Form of Note, dated January 10, 2023 (filed as Exhibit 4.1 to the Quarterly Report on Form 10-Q, filed by the Company with the SEC on March 28, 2024 and incorporated by reference herein).
4.2		Form of Warrant, dated January 10, 2023 (filed as Exhibit 4.2 to the Quarterly Report on Form 10-Q, filed by the Company with the SEC on March 28, 2024 and incorporated by reference herein).
4.3		Form of Note, dated February 3, 2023 (filed as Exhibit 4.3 to the Quarterly Report on Form 10-Q, filed by the Company with the SEC on March 28, 2024 and incorporated by reference herein).
10.1		Partial Strict Foreclosure Agreement, dated February 1, 2023 (filed as Exhibit 10.20 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated by reference herein).
10.2		Restructuring Agreement, dated February 1, 2023, by and between Madison Technologies Inc., SovRyn Holdings, Inc, Secured Partners and Arena Investors, LP (filed as Exhibit 10.21 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated by reference herein).
10.3		Local Marketing Agreement, dated February 1, 2023, by and between SovRyn Holdings, Inc and Station Break Operating, LLC (filed as Exhibit 10.22 to the Annual Report on Form 10-K, filed by the Company with the SEC on January 25, 2024 and incorporated by reference herein).
10.4		Form of Securities Purchase Agreement, dated January 10, 2023 (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q, filed by the Company with the SEC on March 28, 2024 and incorporated by reference herein).
10.5		Form of Securities Purchase Agreement, dated February 3, 2023 (filed as Exhibit 10.5 to the Quarterly Report on Form 10-Q, filed by the Company with the SEC on March 28, 2024 and incorporated by reference herein).
31.1*		Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

PART II - OTHER INFORMATION

*Item ~~Filed~~1. ~~herewith~~Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required under Regulation S-K for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

~~Signatures~~Item 6. Exhibits.

InThe ~~accordance~~following ~~with~~exhibits ~~the~~are ~~requirements~~attached ~~of the Securities Exchange Act of 1934, Madison Technologies Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.~~hereto:

	Madison Technologies Inc.
Exhibit No.		Description of Exhibit
Dated: May 20, 2024	By:	/s/ Thomas Amon
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
	Name:	Thomas Amon
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer)
101		Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Madison Technologies, Inc.

	By:	/s/ Thomas Amon
		Thomas Amon
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Financial Officer)

		December 23, 2025

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