Item 1. Financial Statements
Item 1. Financial Statements
Fourth Wave Energy, Inc.
Consolidated Balance Sheet
(Unaudited)
March 31, 2022
December 31, 2021
ASSETS
Current assets:
Cash
$ 136,026
$ 23,942
Subscription receivable
–
158,850
Prepaid expenses and other current assets
28,990
22,373
Prepaid expenses and other current assets - related party
271,543
–
Prepaid hosting services
1,586,297
1,586,297
Total current assets
2,022,856
1,791,462
Intangible assets - cryptocurrencies
422,280
303,199
Equipment, net
3,577,536
3,520,443
Total assets
$ 6,022,672
$ 5,615,104
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses
$ 412,610
$ 145,855
Accrued dividends
–
42,843
Equipment notes payable
932,663
932,273
Notes payable
35,000
1,657,580
Total current liabilities
1,380,273
2,778,551
Equipment notes payable, net of current
138,536
359,925
Total liabilities
1,518,809
3,138,476
Commitments and contingencies
–
–
Preferred shares of EdgeMode
–
341,730
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
383,808
292,179
Additional paid-in capital
13,579,300
5,476,850
Accumulated deficit
( 9,459,245 )
( 3,634,131 )
Stockholders' equity
4,503,863
2,134,898
Total liabilities and stockholders' equity
$ 6,022,672
$ 5,615,104
See accompanying notes to the unaudited financial statements.
3
Fourth Wave Energy, Inc.
Consolidated Statements of Operations
(unaudited)
For the three months ended
March 31, 2022
March 31, 2021
Revenue
$ 271,119
$ 68,376
Cost of revenue
423,770
77,481
Gross margin
( 152,651 )
( 9,105 )
Operating expenses:
General and administrative expenses
5,544,086
86,002
Total operating expenses
5,544,086
86,002
Loss from operations
( 5,696,737 )
( 95,107 )
Other expense:
Interest expense
( 44,840 )
( 18,199 )
Gain (loss) on cryptocurrencies
( 83,537 )
5,568
Total other expense, net
( 128,377 )
( 12,631 )
Loss before provision for income taxes
( 5,825,114 )
( 107,738 )
Provision for income taxes
–
–
Net loss
( 5,825,114 )
( 107,738 )
Preferred Dividends
–
( 7,650 )
Net loss to common shareholders
$ ( 5,825,114 )
$ ( 115,388 )
Loss per common share - basic
$ ( 0.02 )
$ ( 0.00 )
Loss per common share - diluted
$ ( 0.02 )
$ ( 0.00 )
Weighted average shares outstanding - basic
348,148,058
192,309,407
Weighted average shares outstanding - diluted
348,148,058
192,309,407
See accompanying notes to the unaudited financial statements.
4
Fourth Wave Energy, Inc.
Consolidated Statements of Stockholders’ Equity
For the three months ended March 31, 2022 and 2021
(Unaudited)
Mezzanine Equity
Preferred
Common
Additional
Total
Preferred
Stock
Common
Stock
Paid-In
Accumulated
Stockholders'
Shares
Amount
Shares
Amount
Capital
Deficit
Equity
Balance December 31, 2021
127,207
$ 341,730
292,179,345
$ 292,179
$ 5,476,850
$ ( 3,634,131 )
$ 2,134,898
Conversion of preferred shares into common
( 127,207 )
( 341,730 )
20,796,933
20,797
363,776
–
384,573
Common shares issued in exchange for cash
–
–
1,495,756
1,495
503,519
–
505,014
Common shares issued in exchange for cryptocurrency
–
–
78,638
79
49,921
–
50,000
Recapitalization of reverse merger
–
–
69,257,668
69,258
2,600,694
–
2,669,952
Stock-based compensation
–
–
–
–
4,584,540
–
4,584,540
Net Loss
–
–
–
–
–
( 5,825,114 )
( 5,825,114 )
Balance March 31, 2022
–
$ –
383,808,340
$ 383,808
$ 13,579,300
$ ( 9,459,245 )
$ 4,503,863
Balance December 31, 2020
–
$ –
190,734,649
$ 190,735
$ 245,576
$ ( 75,376 )
$ 360,935
Common Shares issued in exchange for cash
–
–
7,536,184
7,536
258,959
–
266,495
Preferred Shares issued in exchange for cash
125,001
334,980
–
–
–
–
–
Contribution of Crytocurrency from related party
–
–
–
–
29,547
–
29,547
Stock-based compensation
2,206
6,750
–
–
–
–
–
Preferred dividends
–
–
–
–
–
( 7,650 )
( 7,650 )
Net loss
–
–
–
–
–
( 107,738 )
( 107,738 )
Balance March 31, 2021
127,207
$ 341,730
198,270,833
$ 198,271
$ 534,082
$ ( 190,764 )
$ 541,589
See accompanying notes to the unaudited financial statements.
5
Fourth Wave Energy, Inc.
Consolidated
Statements of Cash Flows
(unaudited)
For the three months ended
March 31, 2022
March 31, 2021
Operating Activities:
Net loss
$ ( 5,825,114 )
$ ( 107,738 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
313,883
37,105
Stock-based compensation
4,584,540
6,750
Cryptocurrency used for officer compensation
91,898
–
Loss on cryptocurrency transactions
83,537
20,708
Changes in operating assets and liabilities:
Prepaid expenses and other current assets
( 128,580 )
( 35,140 )
Cryptocurrencies - mining
( 271,119 )
( 68,376 )
Accounts payable and accrued expenses
41,034
95,894
Lease liabilities
–
( 7,990 )
Net cash used in operating activities
( 1,109,921 )
( 58,787 )
Investing Activities:
Cash acquired in acquisition
743,513
–
Purchase of equipment
( 370,976 )
( 334,305 )
Proceeds from sale of cryptocurrencies
26,603
48,169
Net cash provided by (used in) investing activities
399,140
( 286,136 )
Financing Activities:
Proceeds from issuance of common shares, net of offering costs
505,014
266,495
Proceeds from subscription receivable
158,850
–
Proceeds from issuance of preferred shares, net of offering costs
–
334,980
Payments on equipment notes payable
( 220,999 )
( 214,361 )
Proceeds from notes payable
380,000
–
Net cash provided by financing activities
822,865
601,475
Net change in cash
112,084
256,552
Cash - beginning of period
23,942
–
Cash - end of period
$ 136,026
$ 256,552
Supplemental Disclosures:
Interest paid
$ 44,840
$ 18,199
Income taxes paid
$ –
$ –
Supplemental Disclosures of Noncash Financing Information:
Shares issued for cryptocurrency assets
$ 50,000
$ –
Equipment financed with notes payable
$ –
$ 871,519
Conversion of preferred shares into common shares
$ 384,573
$ –
Accrued dividends
$ –
$ 7,650
Cryptocurrency assets contributed by related party
$ –
$ 29,547
See accompanying notes to the unaudited financial statements.
6
Fourth Wave Energy, Inc.
Notes to the Consolidated Financial Statements
March 31, 2022
(Unaudited)
Note 1. Basis of Presentation
The accompanying unaudited interim financial statements
of Fourth Wave Energy, Inc. (“we”, “our”, “Fourth Wave” or the “Company”) have been prepared
in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange
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 and the annual financial statements of Edgemode filed with the SEC on
Form 8-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 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
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.
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: 12/06/2021
Record Date: 12/07/2021
Distribution Date: 12/14/2021
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.
7
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
EdgeMode.
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
Policies
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
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. To achieve
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.
8
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
pool. 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 terms of
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. Because
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 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
stock.
9
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
Cash
$ 743,513
Prepaids
149,580
Note receivable - EdgeMode
2,040,447
Accounts payable
( 7,774 )
Other accrued expenses
( 196,500 )
Accrued interest
( 24,313 )
Notes payable
( 35,000 )
Total identified net assets
$ 2,669,952
NOTE 5 – Related Party Transactions
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.
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. When
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
period.
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 incurred.
As of March 31, 2022 and 2021 fixed assets were
made up of the following:
Schedule of fixed assets
Estimated
Useful
Life
March 31,
December 31,
(years)
2022
2021
Cryptomining equipment
2 - 5 years
$ 2,615,721
$ 2,615,721
Cryptomining equipment - not in service
2,108,162
1,737,186
4,723,883
4,352,907
Accumulated depreciation
( 1,146,347 )
( 832,464 )
Net book value
$ 3,577,536
$ 3,520,443
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.
10
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. The
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
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 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. As part of the recapitalization, the 1,000 shares were converted into common
shares.
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
Options
Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2021
137,473
$ 0.00
Granted
19,987,095
0.40
Exercised
–
–
Forfeited
–
–
Expired
–
–
Outstanding, March 31, 2022
20,124,568
$ 0.39
11
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
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
Warrants
Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2021
9,442,857
$ 0.44
Granted
1,230,000
0.50
Exercised
–
–
Forfeited
–
–
Expired
–
–
Outstanding, March 31, 2022
10,672,857
$ 0.45
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
Year
Principal Amount
2022
$ 711,275
2023
359,924
2024
–
2025
–
2026
–
Remaining
–
Total
$ 1,071,199
12
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
$ 303,199
Revenue recognized from cryptocurrency mined
271,119
Additions of cryptocurrency - sale of common stock
50,000
Proceeds from sale of cryptocurrencies
( 26,603 )
Cryptocurrency used for officer compensation
( 91,898 )
Realized gain on sale/exchange of cryptocurrencies
( 83,537 )
Cryptocurrency at March 31, 2022
$ 422,280
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. (“Taylor”).
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.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.