What changed in this filing

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Item 1. Financial Statements

2022-08-22 compared with 2021-05-14 · 521 added, 275 removed, 51 unchanged (94% of the section changed)

Financial Statements

Fourth Wave Energy, Inc.

Balance Sheets

(Formerly Fourth Wave Energy, Inc.)

Consolidated Balance Sheets

March 31, 2022

December 31, 2021

(As Restated)

Current assets:

Prepaid assets

Subscription receivable

Prepaid expenses and other current assets

Prepaid expenses and other current assets - related party

Prepaid hosting services

Total current assets

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 $317,106 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, 5,0000,000 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,

38,764,776 and 40,647,329 shares issued and outstanding, respectively

Commitments and contingencies

Preferred shares of EdgeMode

Stockholders' equity:

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized;

Common shares, 950,000,000

and 500,000,000 shares

authorized March 31, 2022 and December 31, 2021, respectively, 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

Accumulated deficit

Total stockholders' deficit

Total liabilities and stockholders' deficit

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

Fourth Wave Energy, Inc.

Statements of Operations

For the three months ended March 31, 2021 and 2020

( 27,260,622 )

( 3,634,131 )

Stockholders' equity

Total liabilities and stockholders' equity

See accompanying notes to the unaudited financial statements.

(Formerly Fourth Wave Energy, Inc.)

Consolidated Statements of Operations

For the three months ended

March 31, 2022

March 31, 2021

(As Restated)

Cost of revenue

Operating expenses:

General and administrative

General and administrative expenses

Total operating expenses

Other expenses

Loss from operations

( 23,498,114 )

Other expense:

Interest expense

Loss on settlement of debt

Change in fair value of derivative liability

Total other expense

Gain (loss) on cryptocurrencies

Total other expense, net

Loss before provision for income taxes

( 23,626,491 )

Provision for income taxes

( 23,626,491 )

Net loss per common share:

Basic and diluted

Weighted average common shares outstanding:

Basic and diluted

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

Fourth Wave Energy, Inc.

Statements of Changes in Stockholders’ Deficit

Preferred Dividends

Net loss to common shareholders

$ ( 23,626,491 )

$ ( 115,388 )

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.

(Formerly Fourth Wave Energy, Inc.)

Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2022 and 2021

Series A Preferred

Additional paid-in

Mezzanine Equity

Stockholders'

Balance December 31, 2021

$ ( 3,634,131 )

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 (As Restated)

Net Loss (As Restated)

( 23,626,491 )

Stock based compensation

Common shares issued for conversion of liabilities

Common shares issued for settlement of debt and accrued interest

Common shares issued for cash

Returned common shares and liability extinguishment related to GeoSolar

Extinguishment of derivative liability due to conversion

Balance, March 31, 2021

( 23,626,491 )

Balance March 31, 2022 (As Restated)

$ ( 27,260,622 )

Balance December 31, 2020

$ (1,220,155)

Common Shares issued in exchange for cash

Preferred Shares issued in exchange for cash

Contribution of Crytocurrency from related party

Stock-based compensation

Preferred dividends

Balance March 31, 2021

$ ( 190,764 )

$ (1,235,441)

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

Fourth Wave Energy, Inc.

See accompanying notes to the unaudited financial statements.

(Formerly Fourth Wave Energy, Inc.)

Statements of Cash Flows

For the three months ended March 31, 2021 and 2020

For the three months ended

March 31, 2022

March 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES

(As Restated)

Operating Activities:

$ ( 23,626,491 )

$ ( 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 FINANCING ACTIVITIES:

Proceeds from sale of common stock

Proceeds from convertible notes

Payments on convertible notes

Payments on notes payable

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

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 receivables

Proceeds from issuance of preferred shares, net of offering costs

Payments on equipment notes payable

Proceeds from notes payable

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 conversion of liabilities

Common shares issued for settlement of debt and accrued interest

Extinguishment of liability related to Geosolar

Extinguishment of derivative liability due to conversion

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

Fourth Wave Energy, Inc.

Notes to the 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.

Edgemode, Inc.

(Formerly Fourth Wave

Energy, Inc.)

Notes to the Consolidated Financial Statements

March 31, 2022

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.

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.

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.

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

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 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 business plan to GeoSolar Technologies, Inc.

(“GST”) in exchange for 10,000,000 common shares of GST.

In exchange, the consultants agreed to release the Company from any liability for any consulting fees owed to the them by the Company and return a portion of the common shares they held.

During the three months ended March 31, 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.

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

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

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 instruments.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

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

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

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

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

inputs to the valuation methodology 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 March 31, 2021 and December 31, 2020:

Fair value measured at March 31, 2021

Total carrying

at March 31, 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 three months ended March 31, 2021:

Fair value as of December 31, 2020

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

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

Extinguishment of liability to equity due to conversions

Extinguishment of liability to payoff of debt

Loss on change in fair value of derivatives

Fair value as of March 31, 2021

Convertible debt

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

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

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

Beneficial Conversion Features

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

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

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 the accompanying financial statements.

Reclassification

Certain reclassifications may have been made to our prior year’s financial statements to conform to our current year presentation.

These reclassifications had no effect on our previously reported results of operations or accumulated deficit.

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 March 31, 2021 the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

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

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

Related Party Transactions

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

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:

Three months ended

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 – Restatement

Subsequent to the issuance of the March 31, 2022 consolidated financial

statements, management determined that there was an error in the number of options issued and outstanding and the related stock-based

compensation, and for the three months ended March 31, 2022.

As such, the Company is restating its consolidated financial statements for

the three months ended March 31, 2022.

Impact of Restatement

The following tables reflect the impact of the restatement adjustments

to the specific line items presented in the Company’s previously reported consolidated financial statements as of, and for the three

months ended March 31, 2022:

financial information

Consolidated Balance Sheet

March 31, 2022

Three months ended

As Previously Reported

Stockholders' equity:

Additional paid-in capital

Accumulated deficit

( 9,459,245 )

( 17,801,377 )

( 27,260,622 )

Stockholders' equity

Consolidated Statement of Operations and Comprehensive Loss

Three Months Ended March 31, 2022

As Previously Reported

Operating expenses:

General and administrative expenses

Total operating expenses

Loss from operations

( 5,696,737 )

( 17,801,377 )

( 23,498,114 )

Loss before provision for income taxes

( 5,825,114 )

( 17,801,377 )

( 23,626,491 )

( 5,825,114 )

( 17,801,377 )

( 23,626,491 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

Consolidated Statement of Stockholders' Deficit

March 31, 2022

Prior period balance

Management fees

Management fee advances

Expenses paid on behalf of Company

End of period balance

Notes Payable

As Previously Reported

Stock-based compensation

Additional paid-in capital

Accumulated deficit

( 9,459,245 )

( 17,801,377 )

( 27,260,622 )

Total stockholders' deficit

Consolidated Statement of Cash Flows

Three Months Ended March 31, 2022

As Previously Reported

Cash flows from operating activities:

( 5,825,114 )

( 17,801,377 )

( 23,626,491 )

Stock-based compensation

Net cash used in operating activities

( 1,109,921 )

NOTE 4 – 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 5 – 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 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.

As a result, the Company recognized a loss on settlement of debt of $76,107.

As of March 31, 2021 and December 31, 2020 the combined advances and notes payable totaled $215,900 and $235,900, respectively.

Convertible Note s Pay a ble 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 past due.

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

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

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

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

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

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

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

As of March 31, 2021, the balance on the loan, net of unamortized discount of $0, was $55,000.

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

The loan 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 note.

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

As of March 31 , 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.

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

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

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

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

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

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

As of March 31, 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 March 31, 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.

As of March 31, 2021, the balance on the loans, net of unamortized discount of $137,590, was $137,410.

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

The investor relations services are for a period of one year and recorded as a prepaid asset with a balance of $162,500 as of March 31, 2021.

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

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

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

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

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

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

As of March 31, 2021, the balance on the loan, net of unamortized discount of $55,598 was $334,402.

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

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

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

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

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

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

The day one derivative liability was $130,303, of which $48,803 was recorded as a day one loss on the derivative liability and an additional $81,500 was recorded as a discount on the convertible notes payable On February 3, 2021, the Company repaid $85,000 in principal, $1,453 in accrued interest and $21,590 additional interest expense on the convertible note payable.

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

During the three months ended March 31, 2021, the Company issued convertible notes in the principal amount of $150,000.

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

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

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

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

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 notes payable.

As of March 31, 2021, the balance on the loans, net of unamortized discount of $123,918, was $26,082.

As of March 31, 2021, the total derivative liability on the above notes was adjusted to a fair value of $1,521,846.

During the three months ended March 31, 2021, $171,930 of the discount was amortized leaving an unamortized balance of $317,106.

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 $0.188 - $0.48, volatility of 43.17% - 58.56% based on a comparable company peer group, expected term of 0.50 - 5.00 years, risk-free rate of 0.05% - 0.92% and a dividend yield of 0%.

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

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

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

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

During the three months ended March 31, 2021, the Company issued the remaining 800,000 shares related to the agreement and recognized $182,000 of expense.

During the three months ended March 31, 2021, the Company issued 100,000 shares of common stock upon the conversion of a $10,000 promissory note.

On February 16, 2021, the Company settled a $20,000 promissory note and $1,745 of accrued interest and issued 217,447 shares of common stock as consideration for the debt settlement.

During the three months ended March 31, 2021, 4,700,000 shares of the Company's common stock were returned to the Company and cancelled.

Total identified net assets

6 – Related Party Transactions (as restated)

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.

During the three months ended March 31,

2022, the Company granted options to the officers and a consultant of the Company to purchase up to 65,920,895

shares of the Company’s stock, vesting immediately, at an exercise price of $0.40 per share.

NOTE 7 - 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 8 – 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.

9 – Equity (Restated)

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 4,999,000 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 our shareholders or with respect to actions that may be taken by written consent.

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

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

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

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

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

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

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

the outstanding common shares at the time of any vote.

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

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

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

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

On March 30, 2022, the Company reduced its authorized

preferred shares from 5,000,000 to 4,999,000 shares and removed the 1,000 shares of Series A from the designation.

Common shares

On March 30, 2022 the Company increased its authorized

common shares from 500,000,000 to 950,000,000 .

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 stock option grants to purchase up to 85,907,990

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

used the black-scholes option pricing model to value the options and determined a fair value of $ 24,219,306 and expensed $ 22,341,042

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 $ 1,878,264

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 65,920,895 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, 2022.

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 three months ended March 31, 2021:

Weight-Average

Exercise Price Per Share

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

Granted due to reset provision

Outstanding, March 31, 2022

As of March 31, 2021, the outstanding stock warrants have a weighted average remaining term of 4.35 years and an intrinsic value of $325,714.

Subsequent Events

On April 6, 2021, the Company converted $180,900 of promissory notes into 1,809,000 shares of common stock at a conversion price of $0.10.

On April 16, 2021, Tysadco Partners LLC purchased 1,700,000 restricted shares of the Company’s common stock for $204,000 at a value of $0.12 per share.

The Company issued Tysadco Partners LLC an additional 500,000 shares of its common stock to Tysadco as consideration for providing the Company with the Equity Line referred to in Note 6.

There are no registration rights with respect to these shares.

On May 13, 2021, the Company converted a $25,000 promissory note into 250,000 shares of common stock at a conversion price of $0.10.

10 - 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 11 – 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 12 – 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 13 - 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/A

Item 1. Financial Statements