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Item 1. Financial Statements

2022-05-23 compared with 2021-11-22 · 425 added, 634 removed, 73 unchanged (94% of the section changed)

1 unchanged sentence

Fourth Wave Energy, Inc.

Balance Sheets

September 30, 2021

Consolidated Balance Sheet

March 31, 2022

December 31, 2021

Current assets:

Prepaid assets

Note receivable

Subscription receivable

Prepaid expenses and other current assets

Prepaid expenses and other current assets - related party

Prepaid hosting services

Total current assets

Deferred offering cost

LIABILITIES AND STOCKHOLDERS' DEFICIT

Intangible assets - cryptocurrencies

Equipment, net

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable and accrued expenses

Accounts payable - related party

Accrued dividends

Equipment notes payable

Notes payable

Convertible notes, net of unamortized discount of $ 350,258 and $ 341,856 , respectively

Derivative liability

Total current liabilities

Equipment notes payable, net of current

Total liabilities

STOCKHOLDERS' DEFICIT

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, 47,710,140 and 40,647,329 shares issued and outstanding, respectively

Commitments and contingencies

Preferred shares of EdgeMode

Stockholders' equity:

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized;

Series A Preferred stock, 1,000

shares authorized, zero issued and outstanding at March 31, 2022 and December 31, 2021

Common shares, 500,000,000 shares authorized, Par value $ 0.001 ;

383,808,340 and 292,179,345 shares issued and outstanding, March 31, 2022 and December 31, 2021, respectively

Additional paid-in capital

2 unchanged sentences

( 3,634,131 )

Total stockholders' deficit

( 1,228,735 )

( 1,884,256 )

Total liabilities and stockholders' deficit

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

Stockholders' equity

Total liabilities and stockholders' equity

See accompanying notes to the unaudited financial statements.

Fourth Wave Energy, Inc.

Statements of Operations

For the three and nine months ended September 30, 2021 and 2020

Consolidated Statements of Operations

For the three months ended

For the Nine Months Ended

September 30, 2021

September 30, 2020

September 30, 2021

September 30, 2020

March 31, 2022

March 31, 2021

Cost of revenue

Operating expenses:

General and administrative

General and administrative expenses

Total operating expenses

Loss from operations

( 5,696,737 )

Other income (expense)

Other expense:

Interest expense

Loss on settlement of debt

Change in fair value of derivative liability

Total other expense

( 1,306,490 )

Gain (loss) on cryptocurrencies

Total other expense, net

Loss before provision for income taxes

( 5,825,114 )

Provision for income taxes

( 5,825,114 )

Preferred Dividends

Net loss to common shareholders

$ ( 5,825,114 )

$ ( 115,388 )

Net loss per common share:

Weighted average common shares outstanding:

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

Loss per common share - basic

Loss per common share - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

See accompanying notes to the unaudited financial statements.

Fourth Wave Energy, Inc.

Statements of Changes in Stockholders’ Deficit

For the three and nine months ended September 30, 2021 and 2020

Series A Preferred

Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2022 and 2021

Mezzanine Equity

Stockholders'

Balance December 31, 2021

$ ( 3,634,131 )

$ ( 1,884,256 )

Conversion of preferred shares into common

Common shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Recapitalization of reverse merger

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

( 5,825,114 )

Extinguishment of derivative liability

due to conversion

( 5,825,114 )

( 1,456,644 )

Balance March 31, 2022

$ ( 9,459,245 )

( 2,458,132 )

Common shares issued for cash

Common stock issued for deferred

offering costs

Common shares issued for settlement

of convertible notes payable

Common shares issued for settlement

of note payable

Extinguishment of derivative liability

due to conversion

Balance, June 30, 2021

( 8,070,060 )

Stock based compensation

Common shares issued with convertible

notes payable

Balance, September 30, 2021

$ ( 8,467,025 )

$ ( 1,228,735 )

Balance December 31, 2020

$ ( 1,220,155 )

$ ( 842,187 )

Common Shares issued in exchange for cash

Preferred Shares issued in exchange for cash

Contribution of Crytocurrency from related party

Stock-based compensation

( 3,307,709 )

Preferred dividends

Balance March 31, 2021

$ ( 190,764 )

( 1,235,441 )

Sale of common stock

Common share issued for conversion

of debt and accrued interest

Extinguishment of derivative liability

due to conversion

Balance, June 30, 2020

( 4,978,819 )

( 1,437,454 )

Sale of common stock

Common share issued for conversion

Extinguishment of derivative liability

due to conversion

Balance, September 30, 2020

$ ( 5,604,766 )

$ ( 1,783,286 )

The accompanying notes are

an integral part of these unaudited financial statements.

See accompanying notes to the unaudited financial statements.

Fourth Wave Energy, Inc.

Statements of Cash Flows

For the nine months ended September 30, 2021 and 2020

September 30, 2021

September 30, 2020

CASH FLOWS FROM OPERATING ACTIVITIES

For the three months ended

March 31, 2022

March 31, 2021

Operating Activities:

$ ( 5,825,114 )

$ ( 107,738 )

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

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

Stock-based compensation

Amortization of debt discount

Loss on change in derivative liability

Loss on settlement of liabilities

Net change in:

Prepaid assets

Cryptocurrency used for officer compensation

Loss on cryptocurrency transactions

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Cryptocurrencies - mining

Accounts payable and accrued expenses

Accounts payable - related party

CASH FLOWS USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Issuance of note receivable

CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock

Proceeds from convertible notes

Payments on convertible notes

Lease liabilities

Net cash used in operating activities

( 1,109,921 )

Investing Activities:

Cash acquired in acquisition

Purchase of equipment

Proceeds from sale of cryptocurrencies

Net cash provided by (used in) investing activities

Financing Activities:

Proceeds from issuance of common shares, net of offering costs

Proceeds from subscription receivable

Proceeds from issuance of preferred shares, net of offering costs

Payments on equipment notes payable

Proceeds from notes payable

Payments on notes payable

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

Net cash provided by financing activities

Net change in cash

1 unchanged sentence

Cash - end of period

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expenses

Cash paid for income taxes

NON-CASH TRANSACTIONS

Debt discount created by derivative liability

Common shares issued for settlement of convertible notes payable and accrued interest

Common shares issued for settlement of notes payable and accrued interest

Common stock issued for deferred offering costs

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 notes payable

Common stock issued with convertible debt

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

Supplemental Disclosures:

Interest paid

Income taxes paid

Supplemental Disclosures of Noncash Financing Information:

Shares issued for cryptocurrency assets

Equipment financed with notes payable

Conversion of preferred shares into common shares

Accrued dividends

Cryptocurrency assets contributed by related party

See accompanying notes to the unaudited financial statements.

Fourth Wave Energy, Inc.

Notes to the Financial Statements

September 30, 2021

Notes to the Consolidated Financial Statements

March 31, 2022

Basis of Presentation

4 unchanged sentences

Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in

the Company’s Annual Report filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal

recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented

have been reflected herein.

The results of operations for our interim periods are not necessarily indicative of the results to be expected

for the full year.

Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial

statements for fiscal 2020, as reported in the Form 10-K of the Company, have been omitted.

the Company’s Annual Report filed with the SEC on Form 10-K and the annual financial statements of Edgemode filed with the SEC on

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation

of financial position and the results of operations for the interim periods presented have been reflected herein.

The results of operations

for our interim periods are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements

that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2021, as reported in the Form

10-K and Form 8-K of the Company, have been omitted.

On March 20, 2020, shareholders owning a majority

2 unchanged sentences

to Fourth Wave Energy, Inc.

In connection with the acquisition

of Fourth Wave, Inc.

(“FWAV”) in March 2020, the Company entered into consulting agreements with certain founders of FWAV.

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 FWAV technologies and its business plan to GeoSolar Technologies, Inc.

in exchange for 10,000,000 common shares of GST.

As a part of 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 common shares they held.

During the nine months

ended September 30, 2021, 4,700,000 shares of the Company's common stock were returned to the Company and cancelled.

In March 2020 the Director General of the World

Health Organization declared COVID-19 a pandemic.

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.

Significant Accounting Policies

Fair Value of Financial Instruments

The carrying value of short-term instruments,

including cash, accounts payable and short-term notes approximate fair value due to the relatively short period to maturity for these

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 are

unobservable and significant to the fair value

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.

As a part of 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.

The 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:

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 and the Company entered into a contract with a company owed by

Joe Isaacs to perform services for total value of $240,000.

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

The merger was accounted for as a reverse merger,

whereby EdgeMode was considered the accounting acquirer and became our wholly-owned subsidiary.

In accordance with the accounting treatment

for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced

with the historical financial statements of EdgeMode prior to the reverse merger.

The financial statements after completion of the reverse

merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse

merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

NOTE 2 – Summary of significant Accounting

Use of Estimates

The preparation of financial statements in conformity

with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that

affect the amounts reported in the financial statements and footnotes thereto.

Actual results could materially differ from these estimates.

It is reasonably possible that changes in estimates will occur in the near term.

Principals of consolidation

The accompanying consolidated financial statements

include the accounts of Fourth Wave Energy, Inc.

and the accounts of its 100% owned subsidiary, EdgeMode.

All intercompany transactions

and balances have been eliminated in consolidation.

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 September 30, 2021 and December 31, 2020:

Schedule of Change in Fair Value of Derivative Liability

Fair value measured at September 30, 2021

Total carrying

at September 30, 2021

Quoted prices in active

Significant other

Derivative liabilities

Fair value measured at December 31, 2020

Total carrying

at December 31,

Quoted prices in active

Significant other

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 nine months ended September 30, 2021:

Schedule of change in the fair value of the derivative liability

Fair value as of December 31, 2020

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

Extinguishment of liability to equity due to conversions

Loss on change in fair value of derivatives

Fair value as of September 30, 2021

Convertible debt

records a beneficial conversion feature related to the issuance of convertible notes that have conversion features at fixed or adjustable

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.

Conversion Features

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.

Generally accepted accounting principles define

fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market

participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs

used to measure fair value using the following definitions (from highest to lowest priority):

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

The Company has no assets or liabilities valued

using level 1, level 2, or level 3 inputs as of March 31, 2022.

Revenue Recognition

We recognize revenue in accordance with ASC 606,

Revenue from Contracts with Customers.

This standard provides a single comprehensive model to be used in the accounting for revenue arising

from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance.

The standard’s

stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in

an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying

the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations,

and recognizing revenue when, or as, an entity satisfies a performance obligation.

The Company has entered into digital asset

mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining

The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when

the Company provides computing power to the mining pool operator.

In exchange for providing computing power, the Company is entitled to

a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining

pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain.

the agreement provides that neither party can dispute settlement terms after thirty-five days following settlement.

The Company’s

fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing

power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction

verification services is an output of the Company’s ordinary activities.

The provision of providing such computing power is the

only performance obligation in the Company’s contracts with mining pool operators.

The transaction consideration the Company receives,

if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than

the fair value at contract inception or the time the Company has earned the award from the pools.

The consideration is all variable.

it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining

pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration

it will receive, at which time revenue is recognized.

There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received

is determined using the closing price of the related cryptocurrency on the day of receipt.

There is currently no specific definitive guidance

under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has

exercised significant judgment in determining the appropriate accounting treatment.

In the event authoritative guidance is enacted by

the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial

position and results from operations.

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 its financial

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 September 30, 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, Inc.

(“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.

The Letter of Intent with EdgeMode is non-binding and may be terminated

by either party.

EdgeMode is a high performance computing infrastructure management platform.

EdgeMode deploys

Bitcoin mining data center containers fully-integrated into the locations of its energy asset partners.

The acquisition of EdgeMode is

subject to a number of conditions, including the execution of a definitive agreement between the parties.

On September 30, 2021, the Company

loaned EdgeMode $ 750,000 to assist in securing hosting facilities.

The note bears interest at 16 % per annum and is due and payable on

March 31, 2022 .

Related Party Transactions

Effective April 30, 2019, the Company agreed to

increase the 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.

Fees earned during the period are as follows:

Schedule of Related Party Transactions

Nine months ended

September 30, 2021

Nine months ended

September 30, 2020

Prior period balance

Management fees

Cash advances

Expenses paid on behalf of Company

End of period balance

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 nine months ended September 30, 2021, the Company prepaid the $ 90,000

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

As of September 30, 2021, $ 60,000 of the services

agreement is reflected in prepaid expenses.

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 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.

On April 16, 2021, the Company converted $ 180,900 of promissory notes 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 $ 365,547 .

As of September 30, 2021 and December 31, 2020 the combined advances and notes payable totaled $ 35,000 and $ 235,900 , respectively.

Convertible Notes Payable and

Derivative Liability

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

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%.

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.

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

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 September 30,

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

On September 9, 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 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 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 $ 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

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 September 30 ,

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

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.

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 September 30, 2021, 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 unpaid principal is convertible into shares of the Company’s common stock at the conversion price.

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 September 30, 2021, the balance

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

In 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 September 30, 2021, the balance on the loans, net of unamortized discount

of $ 0 , was $ 0 .

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.

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.

As of September 30, 2021, the balance on the loan, net of unamortized discount of $ 0 was $ 390,000 .

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

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.

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

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 September 30, 2021, the balance

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

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.

As of September 30, 2021, the balance on the

loan, net of unamortized discount of $ 2,753 ,

was $ 85,997 .

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 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.

As of September 30, 2021,

the balance on the loan, net of unamortized discount of $ 3,021 , was $ 55,729 .

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 variable conversion feature the note conversion feature was bifurcated from

the note and recorded as a derivative liability.

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 September 30, 2021, the balance on the loan, net of unamortized discount of $ 52,279 ,

was $ 97,721 .

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 variable conversion feature the note conversion feature was bifurcated from

the note and recorded as a derivative liability.

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 September 30, 2021, the balance on the loan, net of unamortized discount of $ 56,207 ,

was $ 53,793 .

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 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 was $ 158,623 was

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

As of September 30, 2021,

the balance on the loan, net of unamortized discount of $ 232,269 ,

was $ 267,731 .

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.

As of September 30, 2021, the balance on the

loan, net of unamortized discount of $ 3,729 ,

was $ 100,021 .

During the nine months ended September 30,

2021, the Company issued other 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.

The 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

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

financial statements.

NOTE 3 - Going Concern

These financial statements are prepared on a going

concern basis.

The Company began operations in 2020 and incurred a cumulative loss since inception.

The Company’s ability to continue

is dependent upon management’s plan to raise additional funds and achieve profitable operations.

These matters raise substantial

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

The financial statements do not include any adjustments that might

be necessary if the Company is not able to continue as a going concern.

NOTE 4 – Reverse Merger Transaction

Pursuant to the terms of the Merger Agreement,

and in exchange for all 100% of the issued and outstanding shares of EdgeMode, EdgeMode received 313,950,672 shares of common stock, par

value $.001 per share of the Company.

Prior to the Merger, EdgeMode was authorized

to issue 300,000 shares of preferred stock with no par value per share, of which 261,438 were designated as Series Seed Preferred

Stock (“Series Seed Preferred”) which were accounted for as mezzanine equity.

Immediately prior to the Merger, the

holders of the Series Seed Preferred stock converted the shares and accrued dividends into 127,207 shares of EdgeMode common

As a result of the Reverse Merger, the Company

has acquired the following assets and liabilities which were recorded at the pre-combination carrying basis.

The assets acquired and

liabilities assumed are as follows:

Schedule of assets acquired and liabilities

January 31, 2022

Note receivable - EdgeMode

Accounts payable

Other accrued expenses

Accrued interest

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 September 30, 2021, the balance on the loans, net of unamortized discount of $ 0 ,

As of September 30, 2021, the total derivative

liability on the above notes was adjusted to a fair value of $ 813,490 .

During the nine months ended September 30, 2021, $ 499,218 of the

discount was amortized leaving an unamortized balance of $ 350,258 .

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 $ 0.16 - $ 0.48 , volatility of 42.59 % - 58.56 %

based on a comparable company peer group, expected term of 0.50 - 5.00 years, risk-free rate of 0.03 % - 0.95 % and a dividend yield of

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.

In February 2021, the

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

There are 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 $128,800 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 nine months ended September 30, 2021, $ 5,255 of deferred offering cost were charged against

paid-in capital.

As of September 30, 2021, unamortized deferred offering costs totaled $ 123,545 .

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 nine months ended September 30, 2021,

the Company recognized $18,200 of expense and will recognize the remaining expense over the service period of the consulting agreement.

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 the nine months ended September

30, 2021, the Company issued the remaining 800,000 shares related to the agreement and recognized $182,000 of expense.

On September 30, 2021, the

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

During the nine months ended

September 30, 2021, the Company issued 4,486,364 shares of common stock, upon settlement of convertible notes in the principal amount of

During the nine months ended September 30, 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.

During the nine months ended September 30, 2021,

4,700,000 shares of the Company's common stock were returned to the Company and cancelled.

Total identified net assets

NOTE 5 – Related Party Transactions

Pursuant to the terms of the Merger Mr.

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 and the Company entered into a contract with a company owed by Joe Isaacs to perform services for total value of $240,000.

NOTE 6 - Prepaid Hosting Services

Prepaid hosting services are amounts paid to

secure the use of data hosting services at a future date or continuously over one or more future periods.

the prepaid hosting services are eventually consumed, they are charged to expense.

As of March 31, 2022 the company

has prepaid a total of $ 1,586,297 which the

company expects to begin using during the third quarter of 2022.

Prior to the merger, the Company entered into

additional service contracts with Mr.

Isaacs, which as of March 31, 2022 had a value of $31,543 to be expense over the remaining service

NOTE 7 – Fixed Assets

Fixed assets are stated at cost and depreciated

using the straight-line method over their estimated useful lives.

When retired or otherwise disposed, the carrying value and accumulated

depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition,

is reflected in earnings.

Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed

As of March 31, 2022 and 2021 fixed assets were

made up of the following:

Schedule of fixed assets

Cryptomining equipment

Cryptomining equipment - not in service

Accumulated depreciation

( 1,146,347 )

Net book value

Total depreciation expense for the three months

ended March 31, 2022 and 2021, was $ 313,883 and $ 37,105 respectively.

As of March 31, 2022 the company had $ 2,108,162

of equipment that is not yet in service.

The company expects to place the equipment into service beginning in September 2022.

NOTE 8 – Equity

The Company has authorized 500,000,000 shares

of common stock, par value of $ 0.001 , and as of March 31, 2022 has issued 383,808,340 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

Preferred shares

We are authorized to issue 5,000,000 shares of

preferred stock.

Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board.

voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series

will be established by the Board.

Our directors may issue preferred stock with multiple votes per share and dividend rights which would

have priority over any dividends paid with respect to the holders of our common stock.

In connection with the Transaction, the only outstanding

preferred stock was converted into common stock.

As of the date of this report, there are no outstanding shares of preferred stock.

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

7 unchanged sentences

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

The Company's Chief Executive Officer is the holder of all Series A Preferred

As part of the recapitalization, the 1,000 shares were converted into common

Common shares

During the three months ended March 31, 2022,

the Company issued 1,574,394 common shares for cash and cryptocurrency proceeds of $ 555,014 .

In connection with the stock purchases, the

Company issued warrants to purchase 300,000 shares of common stock with an exercise price of $0.50, which expire five years from the

date of grant.

During the three months ended March 31, 2022,

the Company received $158,850 in cash proceeds from the sale of common shares that were classified as subscription receivables as of

December 31, 2021.

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 three months ended March 31, 2022,

the Company recognized the remaining $ 44,875 of expense according to the service period of the consulting agreement.

Stock Options

During the three months ended March 31,

2022, the Company 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 Company used the

black-scholes option pricing model to value the options and determined a fair value of $6,809,498 and expensed $ 4,539,665

during the three months ended March 31, 2022.

As of March 31, 2022, the Company has $ 849,996

of value remaining which is being disputed as discussed in Note 11 and $ 2,269,833

of remaining amortization to be expensed pursuant to the vesting terms.

The following table summarizes the stock option

activity for the three months ended March 31, 2022:

Schedule of option activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2021

Outstanding, March 31, 2022

As of March 31, 2022, the Company had no stock options that were exercisable

and 137,473 that are in dispute.

The weighted average remaining life of all outstanding stock options was 4.81 years as of March 31, 2021.

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value

of the Company’s common stock for stock options that were in-the-money at period end.

As of March 31, 2022, the intrinsic value

for the options vested and outstanding was $ 0 and $ 34,368 , respectively.

Stock Warrants

The following table summarizes the stock warrant activity for the

nine months ended September 30, 2021:

Schedule of stock warrant activity

Weight-Average Exercise Price Per

In connection with the convertible promissory

notes issued prior to the merger, the Company issued warrants to purchase 1,230,000 shares of common stock with an exercise price of $0.50,

which expire five years from the date of grant.

The following table summarizes the stock warrant

activity for the three months ended March 31, 2022:

Schedule of warrant activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2021

Outstanding, September 30, 2021

As of September 30, 2021, the outstanding stock

warrants have a weighted average remaining term of 4.20 years and an intrinsic value of $ 302,857 .

Subsequent Events

Subsequent to September 30, 2021 and through

and including November 17,2021, the Company borrowed an aggregate of $1,500,000 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 October and 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.

conjunction with the issuance of such convertible notes, an aggregate of 3,000,000 warrants were issued to the lenders.

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

Of the $1,500,000 in convertible notes, the Company has received

$355,000 in cash proceeds.

The remainder of the funds remain in an escrow account and will be released upon execution of a

definitive merger agreement with EdgeMode, Inc.

on or prior to December 31,2021.

In furtherance of the proposed merger with EdgeMode,

Inc., the Company has executed or is in the process of executing waivers with each of the persons that has outstanding notes with the

Company wherein they have waived or will waive any and all defaults under their respective notes if a definitive merger agreement is executed

with EdgeMode, Inc.

on or prior to December 31,2021 and such merger closes on or before January 31,2022.

In addition, subject to the Company

meeting the above deadlines, the vast majority of the noteholders have or will be executing note conversion agreements with the Company

wherein they have agreed or will agree to convert the principal and interest due on their notes in conjunction with the closing of the

Any persons not executing a conversion agreement will have their notes prepaid by the Company in conjunction with the closing

under the merger agreement.

On October 21, 2021, the Company loaned EdgeMode

The loan bears interest at 16% per annum and is due and payable on April 21, 2022.

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

in principal, $2,548 in accrued interest and $28,874 additional interest expense on an unsecured convertible note payable.

Outstanding, March 31, 2022

NOTE9 - Notes Payable

Notes Payable

Pursuant to the merger agreement, the Company

acquire outstanding note payables in the amount of $ 35,000 .

These loans were advanced as due on demand and no communication has been received

from the original lenders.

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.

The conversion and issuance of shares of the Company’s

common stock is presented as part of the recapitalization on the equity statement

Equipment Notes Payable

In February 2021, the Company entered into a financing

agreement whereby the company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 199,800 and 24 equal monthly payments of $ 32,760 .

The Company used a 15% discount rate to determine the net present value

of the loan value of $ 871,519 .

The balance of the loan as of March 31, 2022 is $ 336,266 .

In May 2021, the Company entered into a financing

agreement whereby the Company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 299,808 , the first month payment of $79,056 and 23 equal monthly payments of $ 39,528 .

The Company used a 15% discount rate

to determine the net present value of the loan value of $ 1,148,237 .

The balance of the loan as of December 31, 2021 is $ 507,663 .

In July 2021, the Company entered into a financing

agreement whereby the company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 100,800 and 24 equal monthly payments of $ 15,660 .

The Company used a 15% discount rate to determine the net present value

of the loan value of $ 421,835 .

The balance of the loan as of December 31, 2021 is $ 227,270 .

The following table presents the future maturities

and principal payments of all notes payable listed above for the next five years and thereafter are as follows:

Schedule of future maturities

and principal payments

Principal Amount

NOTE 10 – Cryptocurrency Assets

The Company began cryptocurrency mining activities

during the year ended December 31, 2021.

In addition to mining activities, the Company conducts other business activities using its cryptocurrency

assets as compensation.

The below table represents the cryptocurrency activities during the three months ended March 31, 2022:

Schedule of cryptocurrency activities

Cryptocurrency at December 31, 2021

Revenue recognized from cryptocurrency mined

Additions of cryptocurrency - sale of common stock

Proceeds from sale of cryptocurrencies

Cryptocurrency used for officer compensation

Realized gain on sale/exchange of cryptocurrencies

Cryptocurrency at March 31, 2022

NOTE 11 – Commitments and Contingencies

Legal Contingencies

On February 8, 2022, the Company was notified

of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd.

The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting.

Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options

which the Company believes to be cancelled.

The total number of stock options being contested is 137,473 .

NOTE 12 - Subsequent Events

On May 17, 2022 the Company

sold 50,000 shares of restricted common stock to an accredited investor at a purchase price of $0.50 per share for gross proceeds of

$25,000 under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company did not

pay any fees or commissions.

The proceeds shall be used for working capital.

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-Q

Item 1. Financial Statements