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Item 8. Financial Statements and Supplementary Data

2022-04-12 compared with 2021-03-31 · 950 added, 358 removed, 187 unchanged (87% of the section changed)

Financial Statements and Supplementary Data.

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 2738 )

(PCAOB ID 206 )

Balance Sheets as of December 31, 2021 and 2020;

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Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Fourth Wave Energy, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Fourth Wave Energy, Inc.

(the Company) as of December 31, 2021, the related statements of operations, changes in stockholders’

deficit, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December

31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles

generally accepted in the United States of America.

The financial statements of Fourth Wave Energy, Inc., as of December 31, 2020, were

audited by other auditors whose report dated March 31, 2021, expressed an unqualified opinion on those financial statements.

Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has

suffered net losses from operations since inception and has an accumulated deficiency, which raises substantial doubt about its ability

to continue as a going concern.

Management’s plans regarding those matters are discussed in Note 3.

The financial statements do

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is

a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the

audit committee and that:

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

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions

on the critical audit matter or on the accounts or disclosures to which it relates.

Derivative Liability

As discussed in Note 7, the Company borrows funds

through the use of convertible notes payable that contain a conversion price that fluctuates with the stock price.

Due to the fluctuation

of the conversion price, the embedded conversion feature requires bifurcation from the host contract and is recorded as a liability subject

to market adjustments as of each reporting period.

Significant judgment is exercised by the Company in determining derivative liability

values for these convertible note agreements, including the use of a specialist engaged by management.

We evaluated management’s conclusions regarding

their derivative liability and reviewed support for the significant inputs used in the valuation model, as well as assessing the model

for reasonableness.

/s/ M&K CPAS, PLLC

April 12, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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Opinion on the Financial Statements

We have audited the accompanying balance sheet of Fo urth Wave Energy, Inc (the “Company”) as of December 31, 2020 and 2019 and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Matter

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

As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 3.

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

We have audited the accompanying balance sheet of Fourth Wave Energy,

Inc (the “Company”) as of December 31, 2020 and the related statements of operations, stockholders’ deficit, and cash

flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

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

the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted

in the United States of America.

Basis for Opinion

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

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.

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

We are a public

accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control

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

financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included

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

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

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www.malonebailey.com

We have served as the Company's auditor since 2019.

We have served as the Company's auditor from 2019 to 2021.

Houston, Texas

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Fourth Wave Energy, Inc.

(formerly Pierre Corp.)

Balance Sheets

December 31, 2021

December 31, 2020

Current assets:

Funds held in escrow

Prepaid assets

Notes receivable

Interest receivable

Total current assets

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STOCKHOLDERS' DEFICIT

Preferred stock, $0.001 par value, 5,0000,000 shares authorized,

Series A Preferred stock, $0.001 par value, 1,000 shares authorized

1,000 and 0 shares issued and outstanding, respectively

Common stock, $0.001 par value, 200,000,000 shares authorized,

40,647,329 and 29,288,163 shares issued and outstanding, respectively

Preferred stock, $ 0.001 par value, 5,000,000 shares authorized, Series A Preferred stock, $ 0.001 par value, 1,000 shares authorized, 1,000 shares issued and outstanding

Common stock, $ 0.001 par value, 200,000,000 shares authorized, 50,960,140 and 40,647,329 shares issued

and outstanding, respectively

Additional paid in capital

Accumulated deficit

( 18,050,001 )

( 6,304,636 )

Total stockholders' deficit

( 10,188,281 )

( 1,884,256 )

Total liabilities and stockholders' deficit

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Fourth Wave Energy, Inc.

(formerly Pierre Corp.)

Statements of Operations

5 unchanged sentences

Total operating expenses

Other expenses

( 1,846,741 )

( 4,494,039 )

Other income (expense)

Interest income

Interest expense

Loss on conversion of debt

( 1,480,954 )

Loss on settlement of debt

Change in fair value of derivative liability

Total other expense

( 8,092,571 )

Total other income (expense)

( 9,898,624 )

$ ( 11,745,365 )

$ ( 5,084,481 )

Net loss per common share:

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Fourth Wave Energy, Inc.

(formerly Pierre Corp.)

Statements of Changes in Stockholders’ Deficit

3 unchanged sentences

Balance, December 31, 2019

Common shares issued with convertible note

Common shares issued for services

Balance, December 31, 2019

$ ( 1,220,155 )

$ ( 842,187 )

Stock based compensation

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Extinguishment of derivative liability due to conversion

( 5,084,481 )

Balance, December 31, 2020

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( 1,884,256 )

Stock based compensation

Common shares issued for settlement of convertible note payable

Common shares issued for settlement of note payable and accrued interest

Common shares issued for cash

Returned common shares and liability extinguishment related to GeoSolar

( 4,700,000 )

Extinguishment of derivative liability due to conversion

Common stock issued for deferred offering costs and debt discounts

( 11,745,365 )

Balance, December 31, 2021

$ ( 18,050,001 )

$ ( 10,188,281 )

The accompanying notes are an integral part of these financial statements.

Fourth Wave Energy, Inc.

(formerly Pierre Corp.)

Statements of Cash Flows

4 unchanged sentences

$ ( 11,745,365 )

$ ( 5,084,481 )

Adjustment to reconcile net loss to cash used in operating activities:

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Net change in:

Interest receivable

Prepaid assets

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CASH FLOWS USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Payments on notes receivable

CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

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NON-CASH TRANSACTIONS

Common stock issued with convertible notes

Debt discount created by derivative liability

Common shares issued for conversion of debt and accrued interest

Common shares issued for settlement of notes payable and accrued interest

Common stock issued for deferred offering costs and debt discounts

Deferred offering costs offset against additional paid in capital

Extinguishment of liability related to Geosolar

Extinguishment of derivative liability due to conversion

Prepaid expenses financed with convertible note payable

Prepaid expenses financed with convertible notes payable

Funds received in escrow

Funds distributed from escrow

$ ( 1,144,463 )

The accompanying notes are an integral part of these financial statements.

Fourth Wave Energy, Inc.

(formerly Pierre Corp.)

Fourth Wave Energy,

Notes to the Financial Statements

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Fourth Wave Energy, Inc.

(formerly Pierre Corp.) (the “Company”) was incorporated in Nevada on January 21, 2011.

Since its incorporation, the Company has attempted to become involved in a number of business ventures, all of which were unsuccessful and which it has abandoned.

On March 16, 2020 we acquired all of the outstanding shares of Fourth Wave Energy, Inc.

for 6,200,000 restricted shares of our common stock.

On March 20, 2020, shareholders owning a majority of the Company’s outstanding shares of common stock amended the Company’s Articles of Incorporation to change the name of the Company from Pierre Corp.

to Fourth Wave Energy, Inc.

Fourth Wave has designed an energy system which is based on combining solar power and other energy efficient technologies into one fully integrated system.

The Fourth Wave energy system is designed to significantly reduce energy consumption and associated carbon emissions in residences and commercial buildings.

Fourth Wave plans to build five pilot projects as showcases for its technology.

In March 2020 the Director General of the World Health Organization declared COVID-19 a pandemic.

We are still assessing the impact COVID-19 may have on our business, but there can be no assurance that this analysis will enable us to avoid part or all of any impact from the spread of COVID-19 or its consequences, including downturns in business sentiment generally.

The extent to which the COVID-19 pandemic and global efforts to contain its spread will impact our operations will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the pandemic and the actions taken to contain or treat the COVID-19 pandemic.

Summary of Significant Accounting Policies

The financial statements have, in management's opinion, been properly prepared within the framework of the significant accounting policies summarized below:

(formerly Wadena Corp.

and Pierre Corp.) (“we”, “our”, the “Company”) was incorporated in Nevada on January 21, 2011.

its incorporation, the Company has attempted to become involved in a number of business ventures, all of which were unsuccessful and which

it has abandoned.

On March 16, 2020 we acquired all of the

outstanding shares of Fourth Wave Energy, Inc., a Colorado corporation (“FWI”), for 6,200,000 restricted

shares of our common stock.

On March 20, 2020, shareholders owning a majority of the Company’s outstanding shares of

common stock amended the Company’s Articles of Incorporation to change the name of the Company from Pierre Corp.

Wave Energy, Inc.

In connection with the acquisition of FWI in

March 2020, the Company entered into consulting agreements with certain founders of FWI.

The consulting agreements require the

Company to collectively pay $379,850 in

consulting fees during the terms of the consulting agreements.

In March 2021 the Company agreed to sell the FWI technologies and its

business plan to GeoSolar Technologies, Inc.

a Colorado corporation (“GST”) in exchange for 10,000,000 shares

of GST common stock (the “GST Shares”), such GST Shares distributable to the Company’s shareholders.

this transaction, the consultants agreed to release the Company from any liability for any consulting fees owed to them by the

Company and return a portion of the Company’s common stock held by such consultants.

During the year ended December 31, 2021, 4,700,000 shares

of the Company's common stock were returned to the Company and cancelled.

The technology granted to GST was carried on our balance

sheet at zero value and the shares received were also recorded at no value.

FWI was voluntarily dissolved on December 8, 2021.

ex-dividend date, record date and distribution date for the registered distribution of the GST Shares to the Company's shareholders,

subject to FINRA clearance, is the following:

Ex-Dividend Date:

Distribution Date:

Merger Agreement

Effective January 31, 2022 (the “Effective

Time”), the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the “Acquisition

Subsidiary”) and EdgeMode, a Wyoming corporation (“EdgeMode”) closed on the previously disclosed Agreement and Plan

of Merger and Reorganization dated December 2, 2021 (the “Merger Agreement”).

In accordance with the Merger Agreement, Acquisition

Subsidiary merged with and into EdgeMode (the “Merger” or “Transaction”), with EdgeMode remaining as the surviving

entity after the Merger and becoming a wholly owned subsidiary of the Company.

In the Merger, the shares of common stock, no par value

per share, of EdgeMode issued and outstanding immediately prior to the Effective Time, represent 80% of the Company’s outstanding

common stock on a fully diluted basis (or 313,950,672 shares of common stock).

Furthermore, pursuant to the terms of the Merger the Company’s

sole shareholder of the Company’s preferred stock converted such shares into 1,000

shares of common stock.

Joseph Isaacs, the Company’s sole officer

and director resigned as an executive officer and director.

Pursuant to the terms of the Merger Mr.

Isaacs will provide services to the

Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095

shares of the Company’s common stock, vesting in 90 days, at an exercise price of $ 0.40 per share.

The consulting agreement may

be terminated by the Company without cause after three months.

In addition, Mr.

Isaacs received a $ 250,000 cash bonus.

Charlie Faulkner

and Simon Wajcenberg, the principals of EdgeMode, were appointed as directors and executive officers.

Simultaneously with the Merger, approximately

$ 4,574,132 of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of

18,296,528 shares of the Company’s common stock issued to 31 former noteholders.

In addition, the Company has repaid approximately

$ 988,000 of principal amount of notes.

At the Effective Time the Company has nominal liabilities, excluding the debt and liabilities of

Prior to the closing of the Transaction, the Company was a shell company.

Summary of Significant Accounting

The financial statements have, in management's

opinion, been properly prepared within the framework of the significant accounting policies summarized below:

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

In preparing financial statements in conformity

with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions

that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original purchase maturity of three months or less to be cash equivalents.

The Company considers all highly liquid investments

with an original purchase maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment is carried at cost less accumulated depreciation.

Property and equipment is carried at cost less

accumulated depreciation.

Depreciation is provided principally on the straight-line method over the useful lives as follows:

Furniture and fixtures 7 years

Equipment 5 years

Schedule of property and equipment

Furniture and fixtures

Fair Value of Financial Instruments

The carrying value of short-term instruments, including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period to maturity for these instruments.

Fair value is defined 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.

Valuation techniques used to measure fair value maximize the use of observable inputs.

The Company utilizes a three-level valuation hierarchy for disclosures of fair value measurements, defined as follows:

The carrying value of short-term instruments,

including cash, accounts payable and accrued expenses, and short-term notes approximate fair value due to the relatively short period

to maturity for these instruments.

Fair value is defined

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.

Valuation techniques

used to measure fair value maximize the use of observable inputs.

The Company utilizes a three-level valuation hierarchy for disclosures

of fair value measurements, defined as follows:

inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable

for the assets or liabilities, either directly or indirectly, for substantially the full term of the financial instruments.

inputs to the valuation methodology are unobservable and significant to the fair value

Fair Value Measurements

The Company’s assets and liabilities recorded at fair value have been categorized based upon a fair value hierarchy.

The following table presents information about the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value hierarchy of those assets and liabilities as of December 31, 2020 and 2019:

The Company’s assets and liabilities recorded

at fair value have been categorized based upon a fair value hierarchy.

The following table presents information about

the Company’s liabilities measured at fair value on a recurring basis and the Company’s estimated level within the fair value

hierarchy of those assets and liabilities as of December 31, 2021 and 2020:

Schedule of assets and liabilities

Fair value measured at December 31, 2021

Total carrying

at December 31, 2020

Quoted prices in active

Significant other

Total carrying value at December 31, 2021

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Derivative liabilities

Fair value measured at December 31, 2020

Total carrying

at December 31,

Quoted prices in active

Significant other

Total carrying value at December 31, 2020

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Derivative liabilities

There were no transfers between Level 1, 2 or 3 during the period.

The table below presents the change in the fair value of the derivative liability during the year ended December 31, 2020:

The table below presents the change in the fair

value of the derivative liability during the years ended December 31, 2021 and 2020:

Schedule of change in the fair value of the derivative liability

Fair value as of December 31, 2019

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Fair value on the date of issuance recorded as a loss on derivatives

Gain on change in fair value of derivatives

Extinguishment of liability to equity due to conversions

Extinguishment of liability due to payoff of debt

Loss on change in fair value of derivatives

Fair value as of December 31, 2020

Fair value on the date of issuance recorded as a debt discount

Fair value on the date of issuance recorded as a loss on derivatives

Extinguishment of liability to equity due to conversions

Extinguishment of liability due to payoff of debt

Loss on change in fair value of derivatives

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Convertible debt

The Company records a beneficial conversion feature related to the issuance of convertible debt that have conversion features at fixed or adjustable rates.

The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features.

The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible notes.

The Company records a beneficial conversion feature

related to the issuance of convertible debt that have conversion features at fixed or adjustable rates.

The beneficial conversion feature

for the convertible instruments is recognized and measured by allocating a portion of the proceeds as an increase in additional paid-in

capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features.

The beneficial conversion feature will be accreted by recording additional noncash interest expense over the expected life of the convertible

Beneficial Conversion Features

If the conversion feature of conventional convertible debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”).

A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.” In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount to interest expense over the life of the debt using the effective interest method.

If the conversion feature of conventional convertible

debt provides for a rate of conversion that is below market value, this feature is characterized as a beneficial conversion feature (“BCF”).

A BCF is recorded by the Company as a debt discount pursuant to ASC Topic 470-20 “Debt with Conversion and Other Options.”

In those circumstances, the convertible debt is recorded net of the discount related to the BCF and the Company amortizes the discount

to interest expense over the life of the debt using the effective interest method.

Derivative Financial Instruments

Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value for accounting purposes.

In assessing the convertible debt instruments, management determines if the convertible debt host instrument is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.

If the instrument is not considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative financial instruments under ASC 815.

The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible instrument would be evaluated for derivative classification.

Once determined, derivative liabilities are adjusted to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations as an adjustment to fair value of derivatives.

The Company uses the assets and liability method of accounting for income taxes.

Under the assets and liability method deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Fair value accounting requires bifurcation of

embedded derivative instruments such as conversion features in convertible debt or equity instruments and measurement of their fair value

for accounting purposes.

In assessing the convertible debt instruments, management determines if the convertible debt host instrument

is conventional convertible debt and further if there is a beneficial conversion feature requiring measurement.

If the instrument is not

considered conventional convertible debt under ASC 470, the Company will continue its evaluation process of these instruments as derivative

financial instruments under ASC 815.

The Company applies the guidance in ASC 815-40-35-12 to determine the order in which each convertible

instrument would be evaluated for derivative classification.

Once determined, derivative liabilities are adjusted

to reflect fair value at each reporting period end, with any increase or decrease in the fair value being recorded in results of operations

as an adjustment to fair value of derivatives.

The Company uses the assets and liability method

of accounting for income taxes.

Under the assets and liability method deferred tax assets and liabilities are recognized for

the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets

and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding during the period.

Diluted loss per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents.

In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

As of December 31, 2020 and 2019, the Company’s potentially dilutive shares, which were not included in the calculation of net loss per share, included notes convertible to 11,334,785 and 506,237 common shares, respectively

Stock-based Compensation

The Company determines the fair value of stock option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10.

Compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

The Company presents

both basic and diluted net loss per share on the face of the statements of operations.

Basic net loss per share is computed by dividing

net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted per share calculations give effect

to all potentially dilutive shares of common stock outstanding during the period, including stock options and warrants, and using the

treasury-stock method for stock options and warrant and the “if converted” method for convertible notes payable and preferred

If anti-dilutive, the effect of potentially dilutive shares of common stock is ignored.

During the year ended December 31,

2021, 9,442,857 of warrants and 17,786,270 shares issuable from convertible notes were considered for their dilutive effects.

year ended December 31, 2020, 1,142,857 of warrants and 10,191,928 shares issuable from convertible notes were considered for their dilutive

As a result of the Company’s net losses for the years ended December 31, 2021 and 2020, all potentially dilutive instruments

were excluded as their effect would have been anti-dilutive.

The Company determines the fair value of stock

option awards granted to employees and nonemployees in accordance with FASB ASC Topic 718 – 10.

Compensation cost is measured at

the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

Related Parties

The Company follows ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

The Company follows ASC 850, Related Party

Disclosures, for the identification of related parties and disclosure of related party transactions.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

The Company does not believe that any recently

issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying

financial statements.

Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.

Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

At December 31, 2020 the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.

Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

Related Party Transactions

Effective April 30, 2019, the Company agreed to increase compensation to the President of the Company to $11,500 per month for management services if funds are available or to accrue such amount if funds are not available.

These financial statements have been prepared

in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able

to meet its obligations and continue its operations for its next fiscal year.

Realization values may be substantially different from carrying

values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification

of assets and liabilities should the Company be unable to continue as a going concern.

At December 31, 2021 the Company had not yet achieved

profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about

the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon

its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities

arising from normal business operations when they come due.

Management has no formal plan in place to address this concern but considers

that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance

of additional funding being available.

Note Receivable

On August 20, 2021 the Company entered into a

Letter of Intent with EdgeMode.

Pursuant to the Letter of Intent, the Company will, at the closing, acquire all of the issued and outstanding

shares of EdgeMode for that number of shares of the Company's common stock which, at closing, will represent 80% of the Company's outstanding

shares of common stock.

During the year ended December 31, 2021, the Company loaned EdgeMode $ 1,620,000 to assist in securing hosting

The notes bear interest at 16% per annum and are due and payable March 2022 through June 2022.

As of December 31, 2021, the

Company recorded interest receivable of $ 40,447 related to the notes.

Upon closing of the Merger Agreement, amounts due to the Company

from Edgemode will be consolidated as part of the ongoing business.

Effective January 31, 2022, the Company and EdgeMode , closed

on the Merger Agreement.

Related Party

Effective April 30, 2019, the Company agreed to

increase compensation to the President of the Company to $11,500 per month for management services if funds are available or to accrue

such amount if funds are not available.

The agreement is verbal and can be cancelled at any time.

In addition, the President of the Company advances cash to fund operations and periodically pays expenses on behalf of the Company subject to reimbursement.

In addition, the President

of the Company advances cash to fund operations and periodically pays expenses on behalf of the Company subject to reimbursement.

Fees earned during the period are as follows:

Schedule of related party transactions

December 31, 2021

6 unchanged sentences

End of period balance

On October 28, 2020, the Company’s President converted $20,000 of accrued management fees for 2,000,000 shares of common stock at a conversion price of $0.01.

As result of the conversion, the Company recognized a $360,000 loss on conversion of debt.

During the year ended December 31, 2020, the Company paid $2,625 to a relative of the President for consulting services.

Notes Payable

On January 15, 2020, the Company converted $20,000 in advances from a third party into a promissory note.

The unsecured note bears an interest rate of 8% and matures on January 15, 2021.

On September 30, 2020, the Company issued a $10,000 promissory note to a third party.

The unsecured note bears an interest rate of 8% and matures on September 30, 2021.

During the year ended December 31, 2020, the Company repaid the $10,000 promissory note.

During the years ended December 31, 2020 and 2019, the Company received advances of $0 and $82,900 and repaid advances of $3,000 and $0, respectively .

On October 28, 2020, the Company’s President

converted $ 20,000 of accrued management fees for 2,000,000 shares of common stock at a conversion price of $ 0.01 .

As result of the conversion,

the Company recognized a $ 360,000 loss on conversion of debt.

During the year ended December 31, 2020, the Company

paid $ 2,625 to a relative of the President for consulting services.

On April 1, 2021, the Company entered into a services

agreement with Axiom Group, which is owned by the President of the Company.

The services agreement includes investor relation services

for a term of eighteen months for compensation of $ 90,000 .

During the year ended December 31, 2021, the Company prepaid the $90,000 services

agreement and will amortize the prepayment over the term on the agreement.

As of December 31, 2021, $ 45,000 of the services agreement

is reflected in prepaid expenses.

On January 15, 2020, the Company converted

in advances from a third party into a promissory note.

The unsecured note bears an interest rate of 8 %

and matures on January

The advances are unsecured, non-interest bearing and have no specific terms for repayment and payable on demand.

On December 15, 2020, $94,000 of advances were converted into 940,000 common shares of the Company at a conversion price of $0.10 per share.

As a result of the conversion, the Company recorded a $32,900 loss on conversion of debt.

As of December 31, 2020 and 2019 the combined advances and notes payable totaled $235,900 and $332,900, respectively.

Convertible Notes Payable and Derivative Liability

On April 25, 2019, the Company borrowed $30,000 from an unrelated third party.

The loan is evidenced by an unsecured note which had an original issuance discount of $2,500 plus an additional $2,500 to pay for transaction fees of the lender, which amounts will be amortized over the life of the note.

The loan bears interest at a rate of 9% and was due and payable on October 25, 2019 and became past due.

February 16, 2021, the Company settled the $ 20,000 promissory

note and $ 1,745

of accrued interest and issued 217,447 shares

of common stock as consideration for the debt settlement.

As a result, the Company recognized a loss on settlement of debt of $ 76,106 .

On September 30, 2020, the Company issued a $ 10,000

promissory note to a third party.

The unsecured note bears an interest rate of 8 % and matures on September 30, 2021 .

During the year ended

December 31, 2020, the Company repaid the $ 10,000 promissory note.

On December 15, 2020, $ 94,000 of advances were

converted into 940,000 common shares of the Company at a conversion price of $ 0.10 per share.

As a result of the conversion, the Company

recorded a $ 32,900 loss on conversion of debt.

During the year ended December 31, 2020, the Company repaid advances

The advances are unsecured, non-interest bearing and have no specific terms for repayment

and payable on demand.

On April 16, 2021, the Company converted $ 180,900

of advances into 1,809,000 shares of common stock at a conversion price of $0.10.

As a result, the Company recognized a loss on settlement

of debt of $ 289,440 .

On December 21, 2021, the Company issued a $ 250,000

promissory note.

The unsecured note bears an interest rate of 3 % and matures on January 30, 2022 .

As of December 31, 2021, the Company

recorded accrued interest of $ 205 related to this note.

As of December 31, 2021 and 2020 the combined

advances and notes payable totaled $ 285,000 and $ 235,900 , respectively.

Convertible Notes Payable and

Derivative Liability

On April 25, 2019, the Company borrowed $ 30,000

from an unrelated third party.

The loan is evidenced by an unsecured note which had an original issuance discount of $ 2,500 plus an additional

$ 2,500 to pay for transaction fees of the lender, which amounts will be amortized over the life of the note.

The loan bears interest at

a rate of 9 % and was due and payable on October 25, 2019 and became past due.

If a default notice is received the interest rate will be

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price of 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion.

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price of 50% of the lowest

trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $28,112 which was recorded as a discount on the note payable and a day one loss on the derivative liability of $9,362.

In addition, the note holder was issued 25,000 shares of common stock with a relative fair value of $6,250 which was recorded as a debt discount and will be amortized over the life of the note.

On June 15, 2020, the Company converted the $30,000 note and $2,862 of accrued interest into 438,166 shares of common stock with a fair value of $32,862.

As of December 31, 2020, the balance on the loan, net of unamortized discount of $0, was $0.

On June 4, 2019, the Company borrowed $55,000 from an unrelated third party.

The loan is evidenced by an unsecured note which had an original issuance discount of $5,000 which amount will be amortized over the life of the note.

The loan bears interest at a rate of 10% and is due and payable on March 4, 2020 and is currently past due.

The day one derivative liability was $ 28,112 which was recorded as a discount on the note payable and a day one loss on the derivative

liability of $ 9,362 .

In addition, the note holder was issued 25,000 shares of common stock with a relative fair value of $ 6,250 which

was recorded as a debt discount and will be amortized over the life of the note.

On June 15, 2020, the Company converted the $ 30,000 note

and $ 2,862 of accrued interest into 438,166 shares of common stock with a fair value of $ 32,862 .

As of December 31, 2020, the balance

on the loan, net of unamortized discount of $ 0 , was $ 0 .

On June 4, 2019, the Company borrowed $ 55,000

from an unrelated third party.

The loan is evidenced by an unsecured note which had an original issuance discount of $ 5,000

which will be amortized over the life of the note.

The loan bears interest at a rate of 10 %

and is due and payable on March

4, 2020 and is currently past due.

If a default notice is received the interest rate will be 20%.

At any time on or before December 1, 2019 the Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 20% to 40%.

At any time on or before

December 1, 2019 the Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus

premiums ranging from 20% to 40%.

After December 1, 2019, the Company may not repay the loan without the consent of the lender.

At any time after December 1, 2019, the unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price is 65% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $33,615 which was recorded as a discount on the note payable.

As of December 31, 2020, the balance on the loan, net of unamortized discount of $0, was $55,000.

On September 9, 2019, the Company borrowed $30,000 from an unrelated third party.

The loan bears interest at a rate of 9% and is due and payable on March 9, 2020 and is currently past due.

any time after December 1, 2019, the unpaid principal is convertible into shares of the Company’s common stock at the

conversion price.

The conversion price is 65% of the lowest trading price of the Company’s common stock during the 20

consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion

feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $ 33,615

which was recorded as a discount on the note payable.

On June 1, 2021, $ 15,000

of the unsecured convertible note principal was converted into 136,364

shares of common stock at $0.11 per share.

On July 2, 2021, the Company repaid $ 40,000

in principal, $ 11,310

in accrued interest and $ 28,690

additional interest expense on the convertible note payable.

As of December 31, 2021, the balance on the loan, net of unamortized

discount of $ 0 ,

As of December 31, 2020, the balance on the loan, net of unamortized discount of $ 0 ,

was $ 55,000 .

On September 9, 2019, the Company borrowed

from an unrelated third party.

The loan is evidenced by an unsecured note which had an original issuance discount of $ 2,500

plus an additional $ 2,500

to pay for transaction fees of the lender, which will be amortized over the life of the note.

The loan bears interest at a rate of 9 %

and is due and payable on March

9, 2020 and is currently past due.

If a default notice is received the interest rate will be 18%.

The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest.

The Company may prepay the

loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative

The day one derivative liability was $31,581, of which $20,291 was recorded as a day one loss on the derivative liability and an additional $11,290 was recorded as a discount on the notes payable.

In addition, the note holder was issued 25,000 shares of common stock with a relative fair value of $13,710 which was recorded as a debt discount and will be amortized over the life of the note.

conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days

immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from

the note and recorded as a derivative liability.

The day one derivative liability was $ 31,581 ,

of which $ 20,291

was recorded as a day one loss on the derivative liability and an additional $ 11,290

was recorded as a discount on the notes payable.

In addition, the note holder was issued 25,000

shares of common stock with a relative fair value of $13,710 which was recorded as a debt discount and will be amortized over the

life of the note.

On February 11, 2021, the Company repaid $ 30,000 in principal, $ 3,854 in accrued interest and $ 11,146 additional

interest expense on the convertible note payable.

As of December 31, 2021, the balance on the loan, net of unamortized discount of

$ 0 , was $ 0 .

As of December 31, 2020, the balance on the loan, net of unamortized discount of $ 0 , was $ 30,000 .

On November 14, 2019, the Company entered into a debt agreement to borrow $85,000.

The unsecured note had an original issuance discount of $20,000, which will be amortized over the life of the note.

On November 14, 2019, the Company entered into

a debt agreement to borrow $ 85,000 .

The unsecured note had an original issuance discount of $ 20,000 , which will be amortized over the

life of the note.

The loan bears interest at a rate of 9 % and is due and payable on May 14, 2020 and is currently past due.

If a default notice is received the interest rate will be 18%.

The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest.

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price is 50% of the lowest trading price of the Company’s common stock during the 20 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $89,071, of which $24,071 was recorded as a day one loss on the derivative liability and an additional $65,000 was recorded as a discount on the convertible notes payable.

As of December 31 , 2020, the balance on the loan, net of unamortized discount of $0, was $85,000.

On January 23, 2020, the Company entered into an agreement for up to $120,000 in debt financing.

The unsecured note had an original issuance discount of $10,500, which will be amortized over the life of the note.

notice is received the interest rate will be 18%.

The Company may prepay the loan by paying the lender the outstanding loan principal

and accrued interest plus premiums ranging from 5% to 25% and accrued interest.

The unpaid principal is convertible into shares of the

Company’s common stock at the conversion price.

The conversion price is 50% of the lowest trading price of the Company’s common

stock during the 20 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note

conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $ 89,071 ,

of which $ 24,071 was recorded as a day one loss on the derivative liability and an additional $ 65,000 was recorded as a discount on the

convertible notes payable.

As of December 31, 2021 and 2020, the balance on the loan, net of unamortized discount of $ 0 , was $ 85,000 .

On January 23, 2020, the Company entered into

an agreement for up to $ 120,000 in debt financing.

The unsecured note had an original issuance discount of $ 10,500 , which will be amortized

over the life of the note.

The loan bears interest at a rate of 10 % and each tranche is due and payable twelve months from the date funded.

The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5% to 25% and accrued interest.

The Company may prepay the loan by paying the lender the outstanding loan principal and accrued interest plus premiums ranging from 5%

to 25% and accrued interest.

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price is 55% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days immediately prior to the date of conversion.

On January 23, 2020, the Company received $40,000 with original issuance discount of $5,000 from the first tranche of the note.

On August 12, 2020, the Company received $20,000 with original issuance discount of $4,150 from the second tranche of the note.

In addition, the note holder was issued 45,777 common stock warrants with a fair value of $6,249 which was recorded as a day one loss on the derivative liability.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

The first tranche day one derivative liability was $50,164, of which $15,164 was recorded as a day one loss on the derivative liability and an additional $35,000 was recorded as a discount on the notes payable.

The second tranche day one derivative liability was $18,135, of which $2,285 was recorded as a day one loss on the derivative liability and an additional $15,850 was recorded as a discount on the notes payable.

During the year ended December 31, 2020, $6,538 of the unsecured convertible note principal and $3,000 of interest was converted into 325,000 shares of common stock, of which 150,000 shares at a conversion price of $0.02275 per share and 175,000 shares at $0.035 per share.

On November 20, 2020, the Company paid $33,463 in principal payments, $2,765 of accrued expense and $50,772 of additional interest expense on the note.

As of December 31, 2020, the balance on the loan, net of unamortized discount of $12,000, was $8,000.

During the year ended December 31, 2020, the Company issued convertible notes in the principal amount of $164,000.

The notes are unsecured, bear interest at 8% per year, and are due and payable on February 15, 2021.

At the option of the holder, the notes can be converted into shares of the Company’s common stock.

The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.25.

Due to the other variable convertible notes, these fixed convertible notes are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes.

The day one derivative liability was $81,686 and recorded as a discount on the notes payable.

In September 2020, $164,000 of unsecured convertible notes were converted into 656,000 shares of common stock at a conversion price of $0.25 per share.

As of December 31, 2020, the balance on the loans, net of unamortized discount of $0, was $0.

During the year ended December 31, 2020, the Company issued convertible notes in the principal amount of $285,000.

The notes are unsecured, have a six-month maturity, bear interest at 8% per year, and are due and payable at various dates from April through June 2021.

At the option of the holder, the notes can be converted into shares of the Company’s common stock.

The number of shares of the Company’s common stock which will be issued upon any conversion will be determined by dividing the amount to be converted by $0.10.

Due to the other variable convertible notes, these fixed convertible notes are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes.

The day one derivative liability was $254,317, of which $10,317 was recorded as a day one loss on the derivative liability and an additional $244,000 was recorded as a discount on the convertible notes payable.

As of December 31, 2020, the balance on the loans, net of unamortized discount of $160,412, was $124,588.

On August 6, 2020, the Company issued a note in the principal amount of $390,000 for payment of investor relations services.

The investor relations services are for a period of one year and recorded as a prepaid asset with a balance of $260,000 as of December 31, 2020.

The note does not bear interest, is unsecured and is due and payable on August 6, 2023.

The conversion price is 45% of the lowest trading price of the Company’s common stock during the 25 consecutive trading days immediately

prior to the date of conversion.

On January 23, 2020, the Company received $40,000 with original issuance discount of $5,000 from the

first tranche of the note.

On August 12, 2020, the Company received $20,000 with original issuance discount of $4,150 from the second

tranche of the note.

In addition, the note holder was issued 45,777 common stock warrants with a fair value of $ 6,249 which was recorded

as a day one loss on the derivative liability.

Due to the variable conversion feature the note conversion feature was bifurcated from

the note and recorded as a derivative liability.

The first tranche day one derivative liability was $ 50,164 , of which $ 15,164 was recorded

as a day one loss on the derivative liability and an additional $ 35,000 was recorded as a discount on the notes payable.

The second tranche

day one derivative liability was $ 18,135 , of which $ 2,285 was recorded as a day one loss on the derivative liability and an additional

$ 15,850 was recorded as a discount on the notes payable.

During the year ended December 31, 2020, $ 6,538 of the unsecured convertible

note principal and $ 3,000 of interest was converted into 325,000 shares of common stock, of which 125,000 shares at a conversion price

of $0.02275 per share and 175,000 shares at $0.035 per share.

On November 20, 2020, the Company paid $ 33,463 in principal payments,

$ 2,765 of accrued expense and $ 50,772 of additional interest expense on the note.

On January 15, 2021, the Company repaid $ 20,000 in principal,

$ 882 in accrued interest and $ 12,118 additional interest expense on the convertible note payable.

As of December 31, 2021, the balance

on the loan, net of unamortized discount of $ 0 , was $ 0 .

As of December 31, 2020, the balance on the loan, net of unamortized discount

of $ 12,000 , was $ 8,000 .

During the year ended December 31, 2020, the

Company issued convertible notes in the principal amount of $ 164,000 .

The notes are unsecured, bear interest at 8 %

per year, and are due and payable on February 15, 2021.

At the option of the holder, the notes can be converted into shares of the

Company’s common stock.

The number of shares of the Company’s common stock which will be issued upon any conversion will

be determined by dividing the amount to be converted by $0.25.

Due to the other variable convertible notes, these fixed convertible

notes are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes.

derivative liability was $ 81,686

and recorded as a discount on the notes payable.

In September 2020, $ 164,000

of unsecured convertible notes were converted into 656,000

shares of common stock at a conversion price of $0.25

As of December 31, 2020, the balance on the loans, net of unamortized discount of $ 0 ,

During the year ended December 31, 2020, the

Company issued convertible notes in the principal amount of $ 285,000 .

The notes are unsecured, have a six-month maturity, bear interest at 8 %

per year, and are due and payable at various dates from April through June 2021.

At the option of the holder, the notes can be

converted into shares of the Company’s common stock.

The number of shares of the Company’s common stock which will be

issued upon any conversion will be determined by dividing the amount to be converted by $0.10.

Due to the other variable convertible

notes, these fixed convertible notes are treated as derivatives due to possibility of insufficient shares available at conversion to

settle the notes.

The day one derivative liability was $ 254,317 ,

of which $ 10,317

was recorded as a day one loss on the derivative liability and an additional $ 244,000

was recorded as a discount on the convertible notes payable.

On January 15, 2021, the Company converted a $ 10,000

promissory note into 100,000

shares of common stock at a conversion price of $0.10.

In May 2021, the Company converted $ 275,000

of promissory notes into 2,750,000

shares of common stock at a conversion price of $0.10.

As of December 31, 2021, the balance on the loans, net of unamortized discount of $ 0 ,

of December 31, 2020, the balance on the loans, net of unamortized discount of $ 160,412 ,

was $ 124,588 .

On August 6, 2020, the Company issued a note in

the principal amount of $ 390,000 for payment of investor relations services.

The note does not bear interest, is unsecured and is due

and payable on August 6, 2023.

At the option of the holder, the note is convertible into shares of the Company's common stock.

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price shall be the lesser of $0.40 or 85% of the trading price of the Company’s common stock on the day immediately preceding the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $158,542, which was recorded as a discount on the convertible notes payable and will be amortized over the life of the note.

principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price shall be the lesser

of $0.40 or 85% of the trading price of the Company’s common stock on the day immediately preceding the date of conversion.

to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

day one derivative liability was $ 158,542 , which was recorded as a discount on the convertible notes payable and will be amortized over

the life of the note.

On November 24, 2021, the Company and the noteholder agreed to exchange the August 6, 2020 note for a new note.

The new note is unsecured, bear interest at 8% per year, and is due and payable in November 2022.

At the option of the lenders the loans

may be converted into shares of the Company's common stock at a conversion price of $0.25 per share.

In conjunction the convertible note

payable 780,000 common stock warrants were issued with a fair value of $ 253,994 which was recorded as a day one loss on the derivative

The warrants have a five year life and an exercise price of $0.50.

As of December 31, 2021, the balance on the loan, net of

unamortized discount of $ 0 was $ 390,000 .

As of December 31, 2020, the balance on the loan, net of unamortized discount of $ 94,691 was

On November 17, 2020, the Company entered into a debt agreement to borrow $85,000.

The unsecured note had an original issuance discount of $3,500, which will be amortized over the life of the note.

The loan bears interest at a rate of 8% and is due and payable on November 17, 2021.

The unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

The conversion price is 65% of the average two lowest trading price of the Company’s common stock during the 15 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $130,303, of which $48,803 was recorded as a day one loss on the derivative liability and an additional $81,500 was recorded as a discount on the convertible notes payable As of December 31 , 2020, the balance on the loan, net of unamortized discount of $74,753, was $10,247.

As of December 31, 2020, the total derivative liability on the above notes was adjusted to a fair value of $676,022.

During the year ended December 31, 2020, $370,814 of the discount was amortized leaving an unamortized balance of $341,856.

The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during the period:

fair value of stock $0.12 - $0.55, volatility of 50% - 73% based on a comparable company peer group, expected term of 1.00 - 5.00 years, risk-free rate of 0.10% - 1.55% and a dividend yield of 0%.

On March 16, 2020 the Company acquired all of the outstanding shares of Fourth Wave Energy, Inc.

On November 17, 2020, the Company entered

into a debt agreement to borrow $ 85,000 .

The unsecured note had an original issuance discount of $ 3,500 ,

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on November 17, 2021.

The unpaid principal is convertible into shares of the Company’s common stock at

the conversion price.

The conversion price is 65% of the average two lowest trading price of the Company’s common stock during

the 15 consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note

conversion feature was bifurcated from the note and recorded as a derivative liability.

The day one derivative liability was $ 130,303 ,

of which $ 48,803

was recorded as a day one loss on the derivative liability and an additional $ 81,500

was recorded as a discount on the convertible notes payable.

On February 3, 2021, the Company repaid $ 85,000

in principal, $ 1,453

in accrued interest and $ 21,590

additional interest expense on the convertible note payable.

As of December 31, 2021, the balance on the loan, net of

unamortized discount of $ 0 ,

As of December 31, 2020, the balance on the loan, net of unamortized discount of $ 74,753 ,

was $ 10,247 .

On June 25, 2021, the Company entered into a

debt agreement to borrow $ 88,750 .

The unsecured note had an original issuance discount of $ 3,750 ,

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on June 25, 2022.

The unpaid principal is convertible into shares of the Company’s common stock at the

conversion price.

Commencing one hundred eighty (180) days following the issuance date of the note, the noteholder shall have the

right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common

stock of the Company at variable conversion price is 65% of the average two lowest trading price of the Company’s common stock

during the 15 consecutive trading days immediately prior to the date of conversion.

On November 3, 2021, the Company repaid $ 88,750

in principal, $ 2,548

in accrued interest and $ 26,326

additional interest expense on the convertible note payable.

As of December 31, 2021, the balance on the loan, net of unamortized

discount of $ 0 ,

On July 21, 2021, the Company entered into a

debt agreement to borrow $ 58,750 .

The unsecured note had an original issuance discount of $ 3,750 ,

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on July 21, 2022.

The unpaid principal is convertible into shares of the Company’s common stock at the

conversion price.

Commencing one hundred eighty (180) days following the issuance date of the note, the noteholder shall have the

right to convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common

stock of the Company at variable conversion price is 65% of the average two lowest trading price of the Company’s common stock

during the 15 consecutive trading days immediately prior to the date of conversion.

On December 6, 2021, the Company repaid $ 58,750

in principal, $ 1,777 in accrued interest and $ 15,944 additional interest expense on the convertible note payable.

As of December 31,

2021, the balance on the loan, net of unamortized discount of $ 0 , was $ 0 .

On September 17, 2021, the Company entered

into a debt agreement to borrow $ 150,000 .

The unsecured note bears interest at a rate of 8 %

and is due and payable on September 17, 2022.

Following the issuance date of the note, the noteholder shall have the right to

convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the

Company at fixed conversion price of $0.25.

Due to the other variable convertible notes, these fixed convertible notes are treated

as derivatives due to possibility of insufficient shares available at conversion to settle the notes.

The day one derivative

liability was $ 54,188 ,

which was recorded as a discount on the convertible notes payable and will be amortized over the life of the note.

In addition, the

note holder was issued 300,000

common stock warrants with a fair value of $ 7,378 which

was recorded as a day one loss on the derivative liability.

The warrants have an exercise price of $0.50 and expire five years

following issuance.

As of December 31, 2021, the balance on the loan, net of unamortized discount of $ 38,769 ,

was $ 111,231 .

On September 21, 2021, the Company entered

into a debt agreement to borrow $ 110,000 .

The unsecured note had an original issuance discount of $ 13,000 ,

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on September 21, 2022.

Following the issuance date of the note, the noteholder shall have the right to

convert all or any part of the outstanding and unpaid principal balance of the note, at any time, into shares of common stock of the

Company at fixed conversion price of $0.25.

Due to the other variable convertible notes, these fixed convertible notes are treated

as derivatives due to possibility of insufficient shares available at conversion to settle the notes.

The day one derivative

liability was $ 57,628 ,

which was recorded as a discount on the convertible notes payable and will be amortized over the life of the note.

In addition, the

note holder was issued 220,000 common

stock warrants with a fair value of $ 6,391 which was recorded as a day one loss on the derivative liability.

The warrants have an

exercise price of $0.50 and expire five years following issuance.

As of December 31, 2021, the balance on the loan, net of

unamortized discount of $ 41,682 ,

was $ 68,318 .

On September 28, 2021, the Company entered into

a debt agreement to borrow $ 500,000 .

The secured note bears interest at a rate of 1.67 %

per month and is due and payable on December 30, 2021.

The note is currently past due, and the Company has not received a default notice.

The note is secured by the 1,000 issued and outstanding shares of the Company’s Series A Preferred Stock.

The unpaid principal

is convertible into shares of the Company’s common stock at the fixed conversion price of $0.25.

The note holder was issued 250,000

shares of common stock with a fair value of $ 78,750

which was recorded as debt discount.

Due to the other variable convertible notes, the fixed convertible note is treated as derivatives

due to possibility of insufficient shares available at conversion to settle the notes.

The day one derivative liability of $ 158,623

was recorded as a day one loss on the derivative liability and will be amortized over the life of the note.

In December 2021,

the Company repaid $ 250,000

in principal and $ 25,000

in accrued interest on the convertible note payable.

As of December 31, 2021, the balance on the loan, net of unamortized discount

was $ 250,000 .

On September 28, 2021, the Company entered into

a debt agreement to borrow $ 103,750 .

The unsecured note had an original issuance discount of $ 3,750 , which will be amortized over the

life of the note.

The loan bears interest at a rate of 8 % and is due and payable on September 28, 2022.

The unpaid principal is convertible

into shares of the Company’s common stock at the conversion price.

Commencing one hundred eighty (180) days following the issuance

date of the note, the noteholder shall have the right to convert all or any part of the outstanding and unpaid principal balance of the

note, at any time, into shares of common stock of the Company at variable conversion price is 65% of the average two lowest trading price

of the Company’s common stock during the 15 consecutive trading days immediately prior to the date of conversion.

On December 6,

2021, the Company repaid $ 103,750 in principal, $ 1,569 in accrued interest and $ 26,019 additional interest expense on the convertible

note payable.

As of December 31, 2021, the balance on the loan, net of unamortized discount of $ 0 , was $ 0 .

During the year ended December 31, 2021, the Company

issued convertible notes in the principal amount of $ 150,000 .

The notes are unsecured, have a six-month maturity, bear interest at 8%

per year, and are due and payable at various dates from July through August 2021.

At the option of the holder, the notes can be converted

into shares of the Company’s common stock.

The number of shares of the Company’s common stock which will be issued upon any

conversion will be determined by dividing the amount to be converted by $0.10.

Due to the other variable convertible notes, these fixed

convertible notes are treated as derivatives due to possibility of insufficient shares available at conversion to settle the notes.

day one derivative liability was $ 360,675 , of which $ 213,495 was recorded as a day one loss on the derivative liability and an additional

$ 147,180 was recorded as a discount on the convertible notes payable.

On May 18, 2021, the Company converted $ 150,000 of promissory notes

into 1,500,000 shares of common stock at a conversion price of $0.10.

As of December 31, 2021, the balance on the loans, net of unamortized

discount of $ 0 , was $ 0 .

In October and November of 2021, the Company issued

convertible notes in the principal amount of $ 3,500,000 .

The notes are unsecured, bear interest at 8 % per year, and are due and payable

at various dates in October and November 2022.

One of the unsecured notes had an original issuance discount of $ 30,000 , which will be

amortized over the life of the note.

At the option of the lenders the loans may be converted into shares of the Company's common stock

at a conversion price of $0.25 per share.

In conjunction the convertible notes payables 7,000,000 warrants were issued common stock warrants

were issued with a fair value of $ 2,689,807 , of which $ 2,420,617 was recorded as a day one loss on the derivative liability and an additional

$ 269,190 was recorded as a discount on the convertible notes payable.

The warrants have a five year life and an exercise price of $0.50.

Due to the other variable convertible notes, these fixed convertible notes are treated as derivatives due to possibility of insufficient

shares available at conversion to settle the notes.

The day one derivative liability was $ 4,080,819 , of which $ 850,009 was recorded as

a day one loss on the derivative liability and an additional $ 3,230,810 was recorded as a discount on the convertible notes payable.

the $3,500,000 in convertible notes, the Company received $ 355,000 in cash proceeds.

The remainder of the funds remain in an escrow account

and will be released upon execution of the Merger Agreement.

As of December 31, 2021, $ 1,970,537 remained in escrow.

See Footnote 11.

As of December 31, 2021, the total derivative

liability on the above notes was adjusted to a fair value of $ 12,033,840 .

During the year ended December 31, 2021, $ 1,240,546

of the discount was amortized leaving an unamortized balance of $ 3,108,930 .

The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions during

fair value of stock $0.16

volatility of 42.59%

based on a comparable company peer group, expected term of 0.50

years, risk-free rate of 0.03%

and a dividend yield of 0%.

As of December 31, 2020, the total derivative liability on the above notes was adjusted to a

fair value of $ 676,022 .

During the year ended December 31, 2020, $ 370,814 of the discount was amortized leaving an unamortized balance

of $ 341,856 .

The fair value of the conversion option was estimated using the Black-Scholes option pricing model and the following assumptions

during the period:

fair value of stock $0.12 - $0.55, volatility of 50% - 73% based on a comparable company peer group, expected term

of 1.00 - 5.00 years, risk-free rate of 0.10% - 1.55% and a dividend yield of 0%.

Fiscal Year 2021

On December 1, 2020, the Company entered into

a three month consulting agreement for investor relation services.

Upon signing the agreement, the Company agreed to pay the consultant

a monthly fee of $ 10,000 plus 400,000 shares of common stock.

In December 2020, 400,000 shares of common stock were issued for services.

The shares were valued at $ 0.23 , the closing price of the Company’s stock on December 1, 2020.

During year ended December 31, 2021,

the Company issued the remaining 800,000 shares related to the agreement and recognized $ 182,000 of expense.

On January 28, 2021, the Company entered

into a purchase agreement with an investor, Tysadco Partners LLC, (the “Investor”) providing for the purchase of up to $ 10,000,000

of the Company’s common stock (“the Equity Line”) over a 24-month-term that commenced on January 28, 2021.

2021, the Investor purchased 1,700,000 restricted shares of the Company’s common stock for $ 204,000 ($0.12 per share).

no registration rights with respect to these shares.

On April 16, 2021, the Investor purchased 1,700,000 restricted shares of the Company’s

common stock for $ 204,000 at a value of $0.12 per share.

As consideration for entering into the purchase agreement, the Company issued

500,000 shares of common stock to the Investor as a commitment fee.

The shares were valued at approximately $205,000 and were recorded

as deferred offering costs on the balance sheet.

The deferred charges will be charged against paid-in capital upon future proceeds from

the sale of common stock under this agreement.

During the year ended December 31, 2021, $ 205,000 of deferred offering cost was charged

against paid-in capital.

As of December 31, 2021, unamortized deferred offering costs totaled $ 0 .

On July 24, 2021, the Company

entered into a six month consulting agreement for investor relation services.

Upon signing the agreement, the Company agreed to pay the

consultant 300,000 shares of common stock.

On August 13, 2021, 300,000 shares of common stock were issued for services.

The shares were

valued at $0.18, the closing price of the Company’s stock on date of issuance.

During the year ended December 31, 2021, the Company

recognized $44,750 of expense and will recognize the remaining expense over the service period of the consulting agreement.

On August 26, 2021, the Company

entered into a consulting agreement for investor relation services.

Upon signing the agreement, the Company agreed to pay the consultant

3,000,000 shares of common stock.

On August 26, 2021, 3,000,000 shares of common stock were issued for services.

The shares were valued

at $ 0.225 , the closing price of the Company’s stock on date of issuance.

During the year ended December 31, 2021, the Company recognized

$ 675,000 of expense related to the consulting agreement.

On September 28, 2021, the

Company issued 250,000 shares of common stock with a convertible note payable.

The shares were valued at $ 78,750 which were recorded a

debt discount.

On November 1, 2021, the

Company entered into a four month consulting agreement for investor relation services.

Upon signing the agreement, the Company agreed

to pay the consultant 250,000 shares of common stock.

The shares were valued at $0.36 the closing price of the Company’s stock on

date of issuance for a total of $ 90,000 , which was recorded in additional paid in capital.

During the year ended December 31, 2021, the

Company recognized $ 44,875 of expense and will recognize the remaining expense over the service period of the consulting agreement.

During the year ended December

31, 2021, the Company issued 4,486,364 shares of common stock, upon settlement of convertible notes in the principal amount of $ 450,000 .

During the year ended December 31, 2021, the Company

settled notes payable of $ 200,900 and accrued interest of $1,745 by issuing 2,026,447 shares of common stock as consideration for the

debt settlement.

As a result, the Company recognized a loss on settlement of debt of $ 365,547 .

During the year ended December 31, 2021, 4,700,000

shares of the Company's common stock were returned to the Company and cancelled.

Fiscal Year 2020

On March 16, 2020 the Company

acquired all of the outstanding shares of Fourth Wave Energy, Inc.

for 6,200,000 restricted shares of the Company’s common stock.

1 unchanged sentence

had no assets, liabilities and no current or prior operations.

The fair value of the shares issues was $2,170,000 and recorded as share-based compensation.

During the year ended December 31, 2020, the Company issued 400,000 shares of common stock for cash proceeds of $100,000.

On October 28, 2020, the Company issued 2,000,000 shares of common stock upon the conversion of $20,000 in accrued management fees.

On December 1, 2020, the Company entered into a three month consulting agreement for investor relation services.

Upon signing the agreement, the Company agrees to compensate the Consultant a monthly fee of $10,000 plus 400,000 shares of common stock.

The fair value of

the shares issues was $ 2,170,000 and recorded as share-based compensation.

During the year ended December

31, 2020, the Company issued 400,000 shares of common stock for cash proceeds of $ 100,000 .

On October 28, 2020, the

Company issued 2,000,000 shares of common stock upon the conversion of $ 20,000 in accrued management fees.

On December 1, 2020, the Company entered into a three month consulting

agreement for investor relation services.

Upon signing the agreement, the Company agrees to compensate the Consultant a monthly fee of

$10,000 plus 400,000 shares of common stock.

In December 2020, 400,000 shares of common stock were issued for services.

The shares were valued at $0.23, the closing price of the Company’s stock on December 1, 2020.

During the year ended December 31, 2020, the Company issued 940,000 shares of common stock upon the conversion of debt $94,000 of principal.

During the year ended December 31, 2020, the Company issued 1,419,166 shares of common stock upon the conversion of debt $200,538 of principal and $5,862 of accrued interest.

Preferred Stock

On March 26, 2020, the Company designated 1,000 shares of its original 5,000,000 authorized shares of Preferred Stock as Series A Preferred Stock (“Series A”) with a $0.001 par value.

Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of our shareholders or with respect to actions that may be taken by written consent.

The 1,000 shares of Series A shares have the voting power of 250% of the outstanding common shares at the time of any vote.

The holders of the Series A shares are entitled to receive, when, as and if declared by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing on December 3l, 2020 at the rate of $0.10 per share per year.

On March 26, 2020, the Company issued 1,000 shares of its Series A preferred stock with a fair value of $744,455 to the Company’s CEO, J.

Jacob Isaacs.

The Company recognized this fair value as compensation during the year ended December 31, 2020.

The shares were

valued at $0.23, the closing price of the Company’s stock on December 1, 2020.

During the year ended December

31, 2020, the Company issued 940,000 shares of common stock upon the conversion of debt $ 94,000 of principal.

During the year ended December

31, 2020, the Company issued 1,419,166 shares of common stock upon the conversion of debt $ 200,538 of principal and $ 5,862 of accrued

On March 26, 2020, the Company designated 1,000

shares of its original 5,000,000 authorized shares of Preferred Stock as Series A Preferred Stock (“Series A”) with a $ 0.001

Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company’s shareholders

or with respect to actions that may be taken by written consent.

The 1,000 shares of Series A shares have the voting power of 250% of

the outstanding common shares at the time of any vote.

The holders of the Series A shares are entitled to receive, when, as and if declared

by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing

on December 31, 2020 at the rate of $0.10 per share per year.

The Company's President is the holder of all Series A Preferred shares.

See Footnote 11.

Stock Warrants

On August 7, 2020, the Company issued 45,977 common stock warrants in conjunction with a convertible note.

On August 7, 2020, the Company issued 45,977 common

stock warrants in conjunction with a convertible note.

The warrants have a 5-year life and an exercise price of $ 0.87 .

The common stock

warrants had a fair value of $ 6,249 which was recorded as a day one loss on the derivative liability.

In September 2020, there was a partial

conversion of debt at a conversion price of $0.035 as described in Note 7.

Due to a reset provision in the warrant agreement, the exercise

price reset to $ 0.035 and the corresponding warrants increased to 1,142,857 .

During the year ended December 31, 2021, the Company

issued 8,300,000 common stock warrants in conjunction with convertible notes.

The warrants have a 5-year life and an exercise price of

The common stock warrants had a fair value of $ 2,610,419 which was recorded as a day one loss on the derivative liability.

In September 2020, there was a partial conversion of debt at a conversion price of $0.035 as described in Note 5.

Due to a reset provision in the warrant agreement, the exercise price reset to $0.035 and the corresponding warrants increased to 1,142,857.

The following table summarizes the stock warrant activity for the nine months ended December 31, 2020:

The following table summarizes the stock warrant

activity for the years ended December 31, 2021 and 2020:

Schedule of stock warrant activity

Weight-Average

3 unchanged sentences

Outstanding, December 31, 2020

The Company valued the warrants using the Black-Scholes model with the following key assumptions ranging from:

fair value stock price, $0.135 - $0.40, Exercise price, $0.035 -$.087, Term 5 years, Volatility 58% - 63%, and Discount rate 0.23% - 0.36% and a dividend yield of 0%.

As of December 31, 2020, the outstanding stock warrants have a weighted average remaining term of 4.60 years and an intrinsic value of $114,286.

The cumulative tax effect at the expected rate of 21% of significant items comprising the Company’s net deferred tax amount is as follows:

Outstanding, December 31, 2021

During the year ended December 31, 2021, the

Company valued the warrants using the Black-Scholes model with the following key assumptions ranging from:

fair value stock price, $ 0.135

- $0.40, Exercise price, $0.035 -$0.50, Term 3-5 years, Volatility 56.19% - 136.66%, and Discount rate 0.84% - 1.34% and a dividend

During the year ended December 31, 2020, the Company valued the warrants using the Black-Scholes model with the following

key assumptions ranging from:

fair value stock price, $0.135 - $0.40, Exercise price, $0.035 -$.087, Term 5 years, Volatility 58% - 63%,

and Discount rate 0.23% - 0.36% and a dividend yield of 0%.

As of December 31, 2021, the outstanding stock

warrants have a weighted average remaining term of 4.71

years and an intrinsic value of $ 1,286,857 .

The cumulative tax effect at the expected rate

of significant items comprising the Company’s net deferred tax amount is as follows:

Schedule of deferred tax assets and liabilities

December 31, 2021

4 unchanged sentences

Net deferred income tax assets

A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows:

A reconciliation of income tax provision to the

provision that would be recognized under the statutory rates is as follows:

Schedule of components of income tax expense (benefit)

December 31, 2021

2 unchanged sentences

Non-deductible

( 2,584,500 )

Valuation allowance

Provisions for income taxes

The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations.

The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry.

No provision for income taxes has been provided in these financial statements due to the net loss.

At December 31, 2020, the Company has net operating loss carry forwards totaling approximately $2,137,000, which will be carried forward to future periods.

The amount taken into income as deferred tax

assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future

The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless

of their time of expiry.

No provision for income taxes has been provided

in these financial statements due to the net loss.

At December 31, 2021, the Company has net operating loss carry forwards

totaling approximately $ 1,575,000 , which will be carried forward to future periods.

Commitments and Contingencies

In connection with the acquisition of Fourth Wave Energy, Inc., the Company entered into consulting agreements with certain members of Fourth Wave.

The consulting agreements require the Company to pay $385,000 in consulting fees during the terms of the consulting agreements, all but one of which expired between May 31 and June 30, 2020.

One consulting agreement is for a twelve-month period and expires on March 31, 2021.

As of December 31, 2020, the Company accrued $367,850 as expenses for these consulting agreements.

Legal Contingencies

There are no material pending legal proceedings

to which we are a party or to which any of our property is subject, nor are there any such proceedings known to be contemplated by governmental

None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest

adverse to our business.

Subsequent Events

On January 15, 2021, the Company repaid $20,000 in principal, $882 in accrued interest and $12,118 additional interest expense on an unsecured convertible note payable.

On January 15, 2021, the Company converted a $10,000 promissory note into 100,000 shares of common stock at a conversion price of $0.10.

On January 28, 2021, the Company entered into a purchase agreement with an investor, Tysadco Partners LLC, (the “Investor”) providing for the purchase of up to $10,000,000 of the Company’s common stock (‘the Commitment Amount”) over a 24-month-term that commenced on January 28, 2021.

In February 2021, the Investor funded $204,000 to the Company.

The Company issued the Investor 1,700,000 restricted common shares at an effective price of $0.12 per share, with no registration rights upon signing the agreement.

The Company will issue the Investor an additional 500,000 restricted common shares for as consideration for providing the equity line.

In February 2021, 800,000 shares of common stock were issued for services rendered pursuant to a consulting agreement.

On February 3, 2021, the Company repaid $85,000 in principal, $1,453 in accrued interest and $21,590 additional interest expense on an unsecured convertible note payable.

On February 11, 2021, the Company repaid $30,000 in principal, $3,854 in accrued interest and $11,146 additional interest expense on an unsecured convertible note payable.

On February 16, 2021, the Company converted a $20,000 promissory note and $1,745 of accrued interest into 217,447 shares of common stock at a conversion price of $0.10.

On March 10, 2021, the Company transferred all of the rights to the GeoSolar Plus System (“GSP”) to GeoSolar Technologies, Inc.

("GST") in exchange for 10,000,000 shares of GST's common stock.

In connection with the acquisition of Fourth Wave, Inc.

(“FWAV”), the Company entered into consulting agreements with certain founders of FWAV.

The consulting agreements require the Company to collectively pay $385,000 in consulting fees during the terms of the consulting agreements.

In 2021, the Company and the consultants agreed to

the exchange of shares and release and assumption of liabilities.

The consultants agreed to return 75% of their shares of the Company's common stock in exchange for shares of GeoSolar Technologies, Inc.

("GST").

The consultants will receive one share of GST for each four shares of the Company's common stock the consultants hold after the return of their shares of the Company's common stock.

In exchange, the consultants agreed to release the Company from any liability for any consulting fees owed to the them by the Company.

In 2021, 4,350,000 shares of the Company's common stock were returned to the Company and cancelled.

Subsequent to December 31, 2020, the Company borrowed $150,000 from unrelated third parties.

The loans are unsecured, bear interest at 8% per year, and are due and payable in six months for agreement date.

At the option of the lenders the loans may be converted into shares of the Company's common stock at a conversion price of $0.10 per share.

CHANGES IN AND DISAGREEMENTS WITH ACCOUN TANTS ONCCOUNTING AND FINANCIAL DISCLOSURE

CONTROLS AND PR OCEDURES

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2020.

Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer and Chief Financial Officer as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as a result of the ineffectiveness of our internal control over financial reporting.

Certain internal control weaknesses became evident that, in the aggregate, represent material weaknesses, including:

(i) lack of segregation of incompatible duties;

and (ii) insufficient Board of Directors representation.

As used herein, “ disclosure controls and procedures ” mean our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934 .

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“ COSO ”).

Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was not effective as of December 31, 2020.

There were no changes in our internal controls that occurred during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

This annual report does not include an attestation report of our company's registered public accounting firm regarding internal control over financial reporting.

Management's report was not subject to attestation by our company's registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only the management's report in this annual report.

Management's Remediation Initiatives

Management plans to initiate efforts to remediate the identified material weaknesses and other deficiencies and enhance our internal controls when and if operating funds become available.

OTHER INFORMATION

DIRECTORS, EXECUT IVE OFFICERS AND CORPORATE GOVERNANCE

Name Age Position

Jacob Isaacs 37 Chief Executive, Financial and Accounting Officer and a Director

Isaacs was initially appointed as a director and officer on August 16, 2016 and resigned on November 24, 2017.

Isaacs was reappointed as an officer and director on January 11, 2018.

Isaacs served as the Chief Executive Officer, President, Chief Financial Officer and Secretary/Treasurer of Cumberland Hills, Ltd.

since its inception in January 2010 until its subsequent merger in 2013.

Since 2013 Mr.

Isaacs has operated his own private consulting firm advising small companies on the process of going public.

He is also active in restructuring corporations and arranging debt consolidations.

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until their successors are elected or appointed.

Our officers are appointed by our board of directors and serve at the discretion of the board.

We believe Mr.

Isaacs is qualified to act as a director based upon his knowledge of business practices and, in particular, the regulations relating to public companies.

Isaacs is not independent as that term is defined in Section 803 of the NYSE MKT Company Guide.

We do not have a financial expert as that term is defined by the Securities and Exchange Commission.

Our Board of Directors does not have standing audit, nominating or compensation committees, committees performing similar functions, or charters for such committees.

Instead, the functions that might be delegated to such committees are carried out by our Directors, to the extent required.

Our Directors believe that the cost of associated with such committees, has not been justified under our current circumstances.

During the years ended December 31, 2020 and 2019 we did not compensate any person for serving as a director.

Executive Compensation

Name and principal position

Jacobs Isaacs

CEO, CFO and CAO

(1) In 2020, Mr.

Isaacs was paid $214,000 and accrued $0.

Isaacs was paid $85,000 and accrued $36,500.

There have never been any grants of stock options to our officers or directors.

The following shows the amounts we expect to pay to our officer during the twelve months ended December 31, 2021 and the amount of time this person expects to devote to our business

Projected Percent of time to be devoted

Name Compensation to the Company’s Business

Jacob Isaacs $138,000 80%

SECURITY OWNER SHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table shows the ownership, as March 31, 2021, of those persons owning beneficially 5% or more of our common stock and the number and percentage of outstanding shares owned by each of our directors and officers and by all officers and directors as a group.

Each owner has sole voting and investment power over their shares of common stock.

Name Shares Owned Outstanding Shares

Jacob Isaacs 5,698,000 14.7%

All officers and directors

as a group (one person) 5,698,000 14.7%

Cheryl Hintzen

Las Vegas, NV 89119 2,450,000 6.3%

On March 26, 2020, we issued 1,000 shares of our Series A preferred stock to Mr.

Each Series A Preferred Share entitles the holder to vote on all matters submitted to a vote of our shareholders or with respect to actions that may be taken by written consent.

The number of votes that the holder of each Series A preferred share is entitled to cast is determined by the following formula:

X = number of votes entitled to be cast by holders of our common stock or by holders of any of our other outstanding securities.

The holders of the Series A Preferred shares and the holders of our common stock and any other shares of our capital stock having general voting rights will vote together as one class on all matters submitted to a vote of our shareholders.

Each Series A Preferred share is convertible into one share of our common stock.

CERTAIN RELATIONSHIPS, REL ATED PARTY TRANSACTIONS AND DIRECTOR INDEPENDENCE

See Note 4 to the December 31, 2020 financial statements included as part of report.

PRINCIPAL ACCOUNTING FEES AND S ERVICES

The aggregate fees billed for the most recently completed fiscal years ended December 31, 2020 and December 31, 2019 for professional services rendered by the principal accountant for the audit of our annual financial statements and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

December 31, 2020

December 31, 2019

Audit Fees – MaloneBailey LLP

Audit Fees – LBB & Associates Ltd., LLP

Audit Related Fees

All Other Fees

Our board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence.

EXHIBITS AND FINANCIA L STATEMENTS SCHEDULES

Articles of Incorporation (1)

Amendments to Articles of Incorporation

Promissory Note dated June 4, 2019 in the principal amount of $55,000 payable to Tangiers Global, LLC (3)

Promissory Note dated November 14, 2019 in the principal amount of $85,000 payable to Green Coast Capital International SA (4).

Promissory Note dated August 6, 2020 in the principal amount of $390,000 payable to SRAX, Inc

Investment Agreement with Tysadco Partners, LLC

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

(1) Incorporated by reference to Exhibit 3.1 filed with the Company’s registration statement on Form S-1 (File #333-207047).

(2) Incorporated by reference to Exhibit 3.2 filed with the Company’s registration statement on Form S-1 (File #333-207047).

(3) Incorporated by reference to Exhibit 10.2 filed with the Company's registration statement on Form S-1 (File # 333-236023).

(4) Incorporated by reference to Exhibit 10.4 filed with the Company's registration statement on Form S-1 (File # 333-236023).

* Filed with this report

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the 31 st day of March, 2021.

FOURTH WAVE ENERGY, INC.

Jacob Isaacs, Principal Executive, Financial and Accounting Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

March 31, 2021

Jacob Isaacs, Principal Executive, Financial and Accounting Officer and a Director

In January 2022, the Company borrowed an aggregate

of $465,000 from a number of unrelated parties.

The loans are unsecured, bear interest at 8% per year, and are due and payable at various

dates in January 2023.

At the option of the lenders, the loans may be converted into shares of the Company's common stock at a conversion

price of $0.25 per share.

In conjunction with the issuance of such convertible notes, an aggregate of 930,000 warrants were issued to

The warrants have a five year term and an exercise price of $0.50 per share.

Effective January 31, 2022 (the “Effective

Time”), the Company, the Acquisition Subsidiary and EdgeMode closed on the Merger Agreement.

In accordance with the Merger Agreement,

the Acquisition Subsidiary merged with and into EdgeMode, with EdgeMode remaining as the surviving entity after the Merger and becoming

a wholly owned subsidiary of the Company.

In the Merger, the shares of common stock, no par value per share, of EdgeMode issued and outstanding

immediately prior to the Effective Time, represent 80% of the Company’s outstanding common stock on a fully diluted basis (or 313,950,672

shares of common stock).

Furthermore, pursuant to the terms of the Merger the Company’s sole shareholder of the Company’s

preferred stock converted such shares into 1,000 shares of common stock.

Joseph Isaacs, the Company’s sole officer

and director resigned as an executive officer and director.

Pursuant to the terms of the Merger Mr.

Isaacs will provide services to the

Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095

shares of the Company’s common stock, vesting in 90 days, at an exercise price of $0.40 per share.

The consulting agreement may

be terminated by the Company without cause after three months.

In addition, Mr.

Isaacs received a $250,000 cash bonus.

Charlie Faulkner

and Simon Wajcenberg, the principals of EdgeMode, were appointed as directors and executive officers.

Simultaneously with the Merger, approximately

$4,574,132 of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of

18,296,528 shares of the Company’s common stock issued to 31 former noteholders.

In addition, the Company has repaid approximately

$988,000 of principal amount of notes.

At the Effective Time the Company has nominal liabilities, excluding the debt and liabilities of

On February 24, 2022, the Company sold 600,000 shares of common stock

at $0.25 per shares for total proceeds of $150,000.

Each share issued included 0.5 warrants to purchase a common share at the exercise

price of $0.50, which will expire five years from the issuance date.

On March 31, 2022, the Company amended and restated

its articles of incorporation to increase the number of authorized common shares to 950,000,000.

Additionally, the Company authorized

the withdrawal of the certificate of designation for the Series A Preferred Stock which effectively reduced the number of authorized

preferred shares to 4,999,000.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data