What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-04-17 compared with 2022-04-12 · 754 added, 987 removed, 150 unchanged (92% of the section changed)

1 unchanged sentence

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

(PCAOB ID 206 )

Balance Sheets as of December 31, 2021 and 2020;

Statements of Operations for the years ended December 31, 2021 and 2020

Statements of Stockholders’ Deficit for the years ended December 31, 2021 and 2020;

Statements of Cash Flows for years ended December 31, 2021 and 2020;

Notes to Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Consolidated Balance Sheets as of December 31, 2022 and

Consolidated Statements of Operations for the years ended December 31, 2022

Consolidated Statements of Stockholders’ Deficit for the years ended

December 31, 2022 and 2021;

Consolidated Statements of Cash Flows for years ended December 31, 2022 and

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of Fourth Wave Energy, Inc.

Stockholders of Edgemode, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Fourth Wave Energy, Inc.

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

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

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

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

We have audited the accompanying consolidated

balance sheets of EdgeMode, Inc.

(the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations,

changes in stockholders’ deficit, and cash flows for the year ended and the related notes to the consolidated financial statements.

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

as of December 31, 2022, and the results of its operations and its cash flows for the year ended in conformity with accounting principles

generally accepted in the United States of America.

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

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

Going Concern

The accompanying financial statements have been

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

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

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

to continue as a going concern.

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

The financial statements do

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

The accompanying consolidated financial statements

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

As discussed in the notes to the consolidated financial

statements, the Company began operations in 2020, has incurred net losses from operations since inception, and has an accumulated deficiency,

which raises substantial doubt about its ability to continue as a going concern.

Management’s plans regarding those matters are

discussed in Note 3.

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

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

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

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

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

The Company is not required to have, nor were we

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

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

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

1 unchanged sentence

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

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

Our audits included performing procedures to assess

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

that respond to those risks.

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

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is

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

audit committee and that:

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

challenging, subjective, or complex judgments.

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

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

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

Derivative Liability

As discussed in Note 7, the Company borrows funds

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

Due to the fluctuation

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

to market adjustments as of each reporting period.

Significant judgment is exercised by the Company in determining derivative liability

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

We evaluated management’s conclusions regarding

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

for reasonableness.

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

to the audit committee and that:

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

our especially challenging, subjective, or complex judgments.

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

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

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

Revenue Recognition

As discussed in the notes to the consolidated

financial statements, the Company provides computing power in cryptocurrency transaction validation services to certain mining pool operators.

The transaction consideration received by the Company, if any, is a non-cash consideration, which the Company measures at fair value on

the date received.

The principal consideration for our determination

that performing procedures related to revenue recognition is a critical audit matter is due to the complexities involved in auditing the

completeness and occurrence of the revenue recognized by the Company.

To form our overall opinion on the consolidated

financial statements, we performed substantive analytical procedures to determine the existence, occurrence, and valuation of the digital

assets awarded to the Company as consideration for their services rendered to the pool operators.

Additionally, auditing management’s

evaluation of the accounting for mining revenues recognized involved significant judgement and subjectivity due to lack of formal GAAP

guidance in the United States.

/s/ M&K CPAS, PLLC

April 17, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Fourth Wave Energy, Inc

Opinion on the Financial Statements

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

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

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

In our opinion,

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

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

in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s

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

We are a public

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

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

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

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

of material misstatement, whether due to error or fraud.

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

of its internal control over financial reporting.

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

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

financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material

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

Such procedures

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

Our audit also included

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

of the financial statements.

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

/s/ MaloneBailey, LLP

www.malonebailey.com

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

Houston, Texas

March 31, 2021

Fourth Wave Energy, Inc.

Balance Sheets

Edgemode, Inc.

(Formerly Fourth Wave Energy,

Consolidated Balance Sheets

December 31, 2022

1 unchanged sentence

Current assets:

Funds held in escrow

Prepaid assets

Notes receivable

Interest receivable

Subscription receivable

Prepaid expenses and other current assets

Prepaid hosting services

Deferred offering costs

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 payroll

Accrued dividends

Equipment notes payable

Notes payable

Convertible notes, net of unamortized discount of $ 3,108,930 and $ 350,258 , respectively

Derivative liability

Series B preferred shares liability, net

Total current liabilities

Equipment notes payable, net of current

Total liabilities

STOCKHOLDERS' DEFICIT

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

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

and outstanding, respectively

Commitments and contingencies

Preferred shares of EdgeMode

Stockholders' equity (deficit):

Preferred shares, $ 0.001

par value, 4,999,000

shares authorized December 31, 2022 and 2021;

zero 0 issued and outstanding December 31, 2022 and 2021

Common shares, 950,000,000 and 500,000,000 shares authorized, December 31, 2022 and December 31, 2021;

Par value $ 0.001 ;

390,437,459 and 292,179,345 shares issued and outstanding, December 31, 2022 and 2021, respectively

Additional paid-in capital

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( 3,634,131 )

Total stockholders' deficit

( 10,188,281 )

Stockholders' equity (deficit)

( 1,593,672 )

Total liabilities and stockholders' deficit

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

Fourth Wave Energy, Inc.

Total liabilities and stockholders' equity (deficit)

The accompanying notes are an integral part of

these consolidated financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy,

Statements of Operations

For the years ended December 31, 2021 and 2020

For the Year Ended

December 31, 2022

December 31, 2021

Cost of revenue

Operating expenses:

General and administrative

General and administrative expenses

Loss on sale of equipment and impairment

Loss on cryptocurrencies

Total operating expenses

Loss from operations

( 31,389,704 )

( 3,306,077 )

Other income (expense)

Interest income

Other expense:

Interest expense

Other expense

Total other expense

Loss before provision for income taxes

( 32,245,997 )

Loss on settlement of debt

Change in fair value of derivative liability

( 3,558,755 )

Total other income (expense)

Provision for income taxes

( 32,245,997 )

( 3,558,755 )

Preferred Dividends

Net loss to common shareholders

$ ( 32,245,997 )

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 financial statements.

Fourth Wave Energy, Inc.

Statements of Changes in Stockholders’ Deficit

$ ( 3,601,598 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

The accompanying notes are an integral part of

these consolidated financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy,

Statements of Changes in Stockholders’ Equity (Deficit)

For the years ended December 31, 2022 and 2021

Series A Preferred

Additional paid-in

Mezzanine Equity

Stockholders’

Balance December 31, 2020

$ ( 1,220,155 )

$ ( 842,187 )

Common shares issued in exchange for cash

Preferred shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Common shares issued for exercise of options

Common shares issued for exercise of options - cashless

Common shares issued for exercise of options - cryptocurrency

Stock-based compensation

Sale of common stock

Common shares issued for conversion of liabilities

Extinguishment of derivative liability due to conversion

Contribution of Cryptocurrency from related party

Preferred dividends

( 3,558,755 )

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( 3,634,131 )

( 1,884,256 )

Conversion of preferred shares into common

Recapitalization of reverse merger

Common shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Common shares issued in exchange for compensation

Common shares issued in exchange for deferred financing costs

Common shares cancelled pursuant to SEC Legal case

Stock-based compensation

Common shares issued for settlement of convertible note payable

Common shares issued for settlement of note payable and accrued interest

Common shares issued for cash

Returned common shares and liability extinguishment related to GeoSolar

( 32,245,997 )

Extinguishment of derivative liability due to conversion

Common stock issued for deferred offering costs and debt discounts

( 32,245,997 )

( 11,745,365 )

Balance December 31, 2022

1 unchanged sentence

$ ( 1,593,672 )

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

Fourth Wave Energy, Inc.

The accompanying notes are an integral part of

these consolidated financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy,

Statements of Cash Flows

For the years ended December 31, 2021 and 2020

For the Year Ended

December 31, 2022

December 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES

Operating Activities:

$ ( 32,245,997 )

$ ( 3,558,755 )

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

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

Interest expense on principal default

Loss on sale of equipment and impairment

Stock-based compensation

Amortization of debt discount

Loss on change in derivative liability

Loss on settlement of liabilities

Net change in:

Interest receivable

Prepaid assets

Other deposits

Cryptocurrency used for compensation

Loss on cryptocurrency transactions

Loss on prepaid hosting termination

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

( 1,608,670 )

Cryptocurrencies - mining

( 1,572,906 )

Accounts payable and accrued expenses

Accounts payable - related party

CASH FLOWS USED IN OPERATING ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES

Payments on notes receivable

CASH FLOWS USED IN INVESTING ACTIVITIES

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from sale of common stock

Proceeds from convertible notes

Payments on convertible notes

Accrued payroll

Lease liabilities

Net cash used in operating activities

( 2,169,308 )

( 3,125,137 )

Investing Activities:

Cash acquired in acquisition

Purchase of equipment

( 1,339,000 )

Proceeds from sale of equipment

Proceeds from sale of cryptocurrencies

Net cash provided by investing activities

Financing Activities:

Proceeds from issuance of common shares, net of offering costs

Proceeds from subscription receivable

Proceeds from issuance of preferred shares, net of offering costs

Proceeds from exercise of common stock options

Payments on equipment notes payable

( 1,149,393 )

Proceeds from notes payable

Payments on notes payable

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES

Net cash provided by financing activities

Net change in cash

1 unchanged sentence

Cash - end of period

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expenses

Cash paid for income taxes

NON-CASH TRANSACTIONS

Debt discount created by derivative liability

Common shares issued for conversion of debt and accrued interest

Common shares issued for settlement of notes payable and accrued interest

Common stock issued for deferred offering costs and debt discounts

Deferred offering costs offset against additional paid in capital

Extinguishment of liability related to Geosolar

Extinguishment of derivative liability due to conversion

Prepaid expenses financed with convertible notes payable

Funds received in escrow

Funds distributed from escrow

$ ( 1,144,463 )

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

Fourth Wave Energy,

Notes to the Financial Statements

December 31, 2021

Supplemental Disclosures:

Interest paid

Income taxes paid

Supplemental Disclosures of Noncash Financing Information:

Shares issued for deferred financing costs

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

Equipment purchased with cryptocurrency assets

Equipment sold in exchange for cryptocurrency assets

Common shares cancelled pursuant to SEC legal case

Subscription receivable

Loans settled through release of restricted cryptocurrency assets

Option exercise paid with cryptocurrency assets

The accompanying notes are an integral part of

these consolidated financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy,

Consolidated Financial Statements

Basis of Presentation

Fourth Wave Energy, Inc.

(formerly Wadena Corp.

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

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

it has abandoned.

On March 16, 2020 we acquired all of the

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

shares of our common stock.

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

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

Wave Energy, Inc.

In connection with the acquisition of FWI in

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

The consulting agreements require the

Company to collectively pay $379,850 in

consulting fees during the terms of the consulting agreements.

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

business plan to GeoSolar Technologies, Inc.

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

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

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

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

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

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

The technology granted to GST was carried on our balance

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

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.) (“we”,

“our”, the “Company”) was incorporated in Nevada on January 21, 2011.

Since its incorporation, the Company

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

On March 16, 2020 we acquired all of the outstanding

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

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.

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:

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 unchanged sentences

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.

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.

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

The consulting agreement may be terminated by the Company without cause after three months.

In addition, Mr.

Isaacs received a $ 250,000 cash bonus.

Charlie Faulkner

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

received a $ 250,000

cash bonus and the Company entered into a contract with a company owned by Joes Isaacs to perform services for total value of

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

Simultaneously with the Merger, approximately

5 unchanged sentences

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

The merger was accounted for as a reverse merger,

whereby EdgeMode Wyoming 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 Wyoming 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

On June 3, 2022 the Company changed its name from

Fourth Wave Energy Inc.

to Edgemode, Inc.

Summary of Significant Accounting

The financial statements have, in management's

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

Basis of Presentation

The accounting and reporting policies of the Company

conform to accounting principles generally accepted in the United States of America (“US GAAP”).

The accompanying financial

statements include all the information and notes required by GAAP for complete financial statements.

In the opinion of management, all

adjustments considered necessary for the fair presentation of the financial statements for the years presented have been included.

Principles of consolidation

The accompanying consolidated financial statements

include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, EdgeMode and Edgemode Mine Co UK Limited.

All intercompany

transactions and balances have been eliminated in consolidation.

Reclassification of Comparative Period Presentation

The Company is reclassifying its financial statements for the year-ended

ended December 31, 2021.

These financial statements represent a reclassification of certain prior year account classifications and footnotes.

Use of Estimates

In preparing financial statements in conformity

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

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

Actual results could differ from those 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.

Risks and Uncertainties

The Company's business and operations are sensitive

to general business and economic conditions in the United States and other countries that the Company operates in.

A host of factors beyond

the Company's control could cause fluctuations in these conditions.

Adverse conditions may include recession, downturn or otherwise, local

competition or changes in consumer taste.

These adverse conditions could affect the Company's financial condition and the results of its

Cash and Cash Equivalents

The Company considers all highly liquid investments

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

Property and Equipment

Property and equipment is carried at cost less

accumulated depreciation.

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

Schedule of property and equipment

Furniture and fixtures

Fair Value of Financial Instruments

The carrying value of short-term instruments,

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

to maturity for these instruments.

Fair value is defined

as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous

market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques

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

The Company utilizes a three-level valuation hierarchy for disclosures

of fair value measurements, defined as follows:

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

The Company considers short-term, highly liquid

investment with original maturities of three months or less at the time of purchase to be cash equivalents.

Cash consists of funds held

in the Company’s checking account.

Equipment is recorded at cost.

Expenditures for

renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.

for maintenance and repairs are expensed.

When equipment is retired or sold, the cost and related accumulated depreciation are eliminated

from the accounts and the resultant gain or loss is reflected in income.

Depreciation is provided using the straight-line

method, based on useful lives of the assets which range from three to fifteen years .

The Company reviews the carrying value of property

and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from

the estimated future cash flows expected to result from its use and eventual disposition.

In cases where undiscounted expected future

cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds

the fair value of the assets.

The factors considered by management in performing this assessment include current operating results, trends

and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors.

Fair Value Measurements

The Company’s assets and liabilities recorded

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

The following table presents information about

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

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

Schedule of assets and liabilities

Fair value measured at December 31, 2021

Total carrying value at December 31, 2021

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Derivative liabilities

Fair value measured at December 31, 2020

Total carrying value at December 31, 2020

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Derivative liabilities

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

The table below presents the change in the fair

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

Schedule of change in the fair value of the derivative liability

Fair value as of December 31, 2019

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

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

Extinguishment of liability to equity due to conversions

Extinguishment of liability due to payoff of debt

Loss on change in fair value of derivatives

Fair value as of December 31, 2020

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

Extinguishment of liability to equity due to conversions

Loss on change in fair value of derivatives

Fair value as of December 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

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.

The Company uses the assets and liability method

of accounting for income taxes.

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

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

and liabilities and their respective tax bases.

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

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

Basic and Diluted Loss Per Share

The Company presents

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

Basic net loss per share is computed by dividing

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

Diluted per share calculations give effect

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

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

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

During the year ended December 31,

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

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

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

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

The Company determines the fair value of stock

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

Compensation cost is measured at

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

Related Parties

The Company follows ASC 850, Related Party

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

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 December 31, 2020.

Income taxes are provided for the tax effects

of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences

between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income

tax reporting.

The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either

be taxable or deductible when the assets and liabilities are recovered or settled.

Deferred tax assets are reduced by a valuation allowance

when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Any deferred tax items of the Company have been fully valued based on the determination of the Company that the utilization of any deferred

tax assets is uncertain.

The Company complies with FASB ASC 740 for accounting

for uncertainty in income taxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition

in the Company’s financial statements.

The Company believes that its income tax positions would be sustained on audit and does not

anticipate any adjustments that would result in a material change to its financial position.

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 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 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 quoted price of the related cryptocurrency at the time 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.

Stock-Based Compensation

The Company accounts for equity instruments issued

to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant

to ASC 2018-07 (ASC 2018-07).

All transactions in which the consideration provided in exchange for the purchase of goods or services consists

of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the

equity instrument issued, whichever is more reliably measurable.

The measurement date of the fair value of the equity instrument issued

is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance

by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

The Company accounts for equity-based transactions

with non-employees under the provisions of ASC Topic No.

505-50, “Equity-Based Payments to Non-Employees” (“Topic No.

505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value

of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

The Company expenses advertising costs as they

are incurred.

Deferred Offering Costs

The Company has capitalized qualified direct costs

related to its efforts to raise capital through a sale of its common stock in a private offering.

Deferred offering costs will be deferred

until the completion of the private offering, at which time they will be reclassified to additional paid-in capital as a reduction of

the offering proceeds.

If the Company terminates the planned offering or there is a significant delay, all of the deferred offering costs

will be immediately written off to operating expenses.

As of December 31, 2022, $ 264,706 of deferred offering costs were capitalized.

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.

There are no recently issued accounting pronouncements

that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash

Going Concern

14 unchanged sentences

of additional funding being available.

Note Receivable

On August 20, 2021 the Company entered into a

Letter of Intent with EdgeMode.

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

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

shares of common stock.

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

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

As of December 31, 2021, the

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

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

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

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

on the Merger Agreement.

Related Party

Effective April 30, 2019, the Company agreed to

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

such amount if funds are not available.

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

In addition, the President

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

Fees earned during the period are as follows:

Schedule of related party transactions

December 31, 2021

December 31, 2020

Prior period balance

Management fees

Cash advances

Expenses paid on behalf of Company

Non-cash repayments

End of period balance

On October 28, 2020, the Company’s President

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

As result of the conversion,

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

During the year ended December 31, 2020, the Company

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

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

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

The services agreement includes investor relation services

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

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

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

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

is reflected in prepaid expenses.

On January 15, 2020, the Company converted

in advances from a third party into a promissory note.

The unsecured note bears an interest rate of 8 %

and matures on January

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

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

note and $ 1,745

of accrued interest and issued 217,447 shares

of common stock as consideration for the debt settlement.

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

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

promissory note to a third party.

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

During the year ended

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

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

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

As a result of the conversion, the Company

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

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

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

and payable on demand.

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

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

As a result, the Company recognized a loss on settlement

of debt of $ 289,440 .

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

promissory note.

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

As of December 31, 2021, the Company

recorded accrued interest of $ 205 related to this note.

As of December 31, 2021 and 2020 the combined

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

Convertible Notes Payable and

Derivative Liability

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

from an unrelated third party.

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

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

The loan bears interest at

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

If a default notice is received the interest rate will be

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

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

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

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

liability of $ 9,362 .

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

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

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

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

As of December 31, 2020, the balance

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

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

from an unrelated third party.

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

which 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.

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

conversion price.

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

consecutive trading days immediately prior to the date of conversion.

Due to the variable conversion feature the note conversion

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

The day one derivative liability was $ 33,615

which was recorded as a discount on the note payable.

On June 1, 2021, $ 15,000

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

shares of common stock at $0.11 per share.

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

in principal, $ 11,310

in accrued interest and $ 28,690

additional interest expense on the convertible note payable.

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

discount of $ 0 ,

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

was $ 55,000 .

On September 9, 2019, the Company borrowed

from an unrelated third party.

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

plus an additional $ 2,500

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

The loan bears interest at a rate of 9 %

and is due and payable on March

9, 2020 and is currently past due.

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

The Company may prepay the

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

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

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

immediately prior to the date of conversion.

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

the note and recorded as a derivative liability.

The day one derivative liability was $ 31,581 ,

of which $ 20,291

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

was recorded as a discount on the notes payable.

In addition, the note holder was issued 25,000

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

life of the note.

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

interest expense on the convertible note payable.

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

$ 0 , was $ 0 .

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

On November 14, 2019, the Company entered into

a debt agreement to borrow $ 85,000 .

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

life of the note.

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

notice is received the interest rate will be 18%.

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

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

The unpaid principal is convertible into shares of the

Company’s common stock at the conversion price.

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

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

Due to the variable conversion feature the note

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

The day one derivative liability was $ 89,071 ,

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

convertible notes payable.

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

On January 23, 2020, the Company entered into

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

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

over the life of the note.

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

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

to 25% and accrued interest.

The 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 December 31, 2021, the balance

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

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

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

During the year ended December 31, 2020, the

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

The notes are unsecured, bear interest at 8 %

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

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

Company’s common stock.

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

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

Due to the other variable convertible notes, these fixed convertible

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

derivative liability was $ 81,686

and recorded as a discount on the notes payable.

In September 2020, $ 164,000

of unsecured convertible notes were converted into 656,000

shares of common stock at a conversion price of $0.25

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

During the year ended December 31, 2020, the

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

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

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

At the option of the holder, the notes can be

converted into shares of the Company’s common stock.

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

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

Due to the other variable convertible

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

settle the notes.

The day one derivative liability was $ 254,317 ,

of which $ 10,317

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

was recorded as a discount on the convertible notes payable.

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

promissory note into 100,000

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

In May 2021, the Company converted $ 275,000

of promissory notes into 2,750,000

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

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

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

was $ 124,588 .

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

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

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

and payable on August 6, 2023.

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

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

The conversion price shall be the lesser

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

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

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

the life of the note.

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

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

At the option of the lenders the loans

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

In conjunction the convertible note

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

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

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

unamortized discount of $ 0 was $ 390,000 .

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

On November 17, 2020, the Company entered

into a debt agreement to borrow $ 85,000 .

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

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on November 17, 2021.

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

the conversion price.

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

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

Due to the variable conversion feature the note

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

The day one derivative liability was $ 130,303 ,

of which $ 48,803

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

was recorded as a discount on the convertible notes payable.

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

in principal, $ 1,453

in accrued interest and $ 21,590

additional interest expense on the convertible note payable.

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

unamortized discount of $ 0 ,

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

was $ 10,247 .

On June 25, 2021, the Company entered into a

debt agreement to borrow $ 88,750 .

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

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on June 25, 2022.

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

conversion price.

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

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

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

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

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

in principal, $ 2,548

in accrued interest and $ 26,326

additional interest expense on the convertible note payable.

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

discount of $ 0 ,

On July 21, 2021, the Company entered into a

debt agreement to borrow $ 58,750 .

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

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on July 21, 2022.

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

conversion price.

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

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

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

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

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

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

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 Wyoming, the shareholders of EdgeMode received an aggregate

of 313,950,672 shares of common stock, par value $.001 per share, of the Company.

Prior to the Merger, EdgeMode Wyoming 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”).

Immediately prior to the Merger, the holders of the Series Seed Preferred stock converted the shares

into 261,438 shares of EdgeMode Wyoming common stock.

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

Total identified net assets

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

The consulting agreement may be terminated by the Company without cause after three months.

In addition, Mr.

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, which was paid in advance.

As of December 31, 2022, $ 0

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

On September 17, 2021, the Company entered

into a debt agreement to borrow $ 150,000 .

The unsecured note bears interest at a rate of 8 %

and is due and payable on September 17, 2022.

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

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

Company at fixed conversion price of $0.25.

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

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

The day one derivative

liability was $ 54,188 ,

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

In addition, the

note holder was issued 300,000

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

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

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

following issuance.

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

was $ 111,231 .

On September 21, 2021, the Company entered

into a debt agreement to borrow $ 110,000 .

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

which will be amortized over the life of the note.

The loan bears interest at a rate of 8 %

and is due and payable on September 21, 2022.

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

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

Company at fixed conversion price of $0.25.

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

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

The day one derivative

liability was $ 57,628 ,

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

In addition, the

note holder was issued 220,000 common

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

The warrants have an

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

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

unamortized discount of $ 41,682 ,

was $ 68,318 .

On September 28, 2021, the Company entered into

a debt agreement to borrow $ 500,000 .

The secured note bears interest at a rate of 1.67 %

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

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

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

The unpaid principal

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

The note holder was issued 250,000

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

which was recorded as debt discount.

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

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

The day one derivative liability of $ 158,623

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

In December 2021,

the Company repaid $ 250,000

in principal and $ 25,000

in accrued interest on the convertible note payable.

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

was $ 250,000 .

On September 28, 2021, the Company entered into

a debt agreement to borrow $ 103,750 .

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

life of the note.

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

The unpaid principal is convertible

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

Commencing one hundred eighty (180) days following the issuance

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

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

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

On December 6,

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

note payable.

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

of services are left to be performed.

During the year ended December 31, 2022, the Company

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

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

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

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

into shares of the Company’s common stock.

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

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

Due to the other variable convertible notes, these fixed

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

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

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

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

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

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

discount of $ 0 , was $ 0 .

In October and November of 2021, the Company issued

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

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

at various dates in October and November 2022.

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

amortized over the life of the note.

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

at a conversion price of $0.25 per share.

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

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

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

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

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

shares available at conversion to settle the notes.

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

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

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

The remainder of the funds remain in an escrow account

and will be released upon execution of the Merger Agreement.

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

See Footnote 11.

As of December 31, 2021, the total derivative

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

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

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

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

fair value of stock $0.16

volatility of 42.59%

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

years, risk-free rate of 0.03%

and a dividend yield of 0%.

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

fair value of $ 676,022 .

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

of $ 341,856 .

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

during the period:

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

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

Fiscal Year 2021

On December 1, 2020, the Company entered into

a three month consulting agreement for investor relation services.

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

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

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

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

During year ended December 31, 2021,

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

On January 28, 2021, the Company entered

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

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

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

no registration rights with respect to these shares.

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

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

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

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

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

as deferred offering costs on the balance sheet.

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

the sale of common stock under this agreement.

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

against paid-in capital.

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

On July 24, 2021, the Company

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

Upon signing the agreement, the Company agreed to pay the

consultant 300,000 shares of common stock.

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

The shares were

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

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.

During the year ended December 31, 2022, the Company

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

On August 26, 2021, the Company

entered into a consulting agreement for investor relation services.

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

3,000,000 shares of common stock.

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

The shares were valued

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

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

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

On September 28, 2021, the

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

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

debt discount.

On November 1, 2021, the

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

Upon signing the agreement, the Company agreed

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

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

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

During the year ended December 31, 2021, the

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

During the year ended December

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

granted options to the officers of the Company to purchase up to 153,239,206 shares of the Company’s stock, which vest upon the

Company listing its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of

$ 0.10 per share.

As of December 31, 2022 the Company owed the executive

officers of the Company $ 487,159 in accrued payroll for services performed.

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 December 31, 2022 the company has prepaid a total of $ 1,586,297 .

Subsequent to December 31, 2022, the company was notified of the Chapter 11 bankruptcy filing of the hosting company and in January

2023 the Company received $ 894,355

in return of the initial deposit and the remainder of the deposit is subject to bankruptcy claims.

As a result, the Company has

expensed $ 691,942 ,

the remaining amount of the claim, due to the uncertainty of collectability through the bankruptcy claim.

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 December 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

Net book value

Total depreciation expense for the year

ended December 31, 2022 and 2021, was $ 630,670

and $ 836,174

respectively.

During the year ended December 31, 2022, the Company

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

debt settlement.

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

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

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

Fiscal Year 2020

On March 16, 2020 the Company

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

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

At the time of acquisition, Fourth Wave Energy, Inc.

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

The fair value of

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

During the year ended December

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

On October 28, 2020, the

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

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

agreement for investor relation services.

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

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

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

The shares were

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

During the year ended December

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

During the year ended December

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

terminated all future purchase orders related to Ethereum mining equipment and related hosting services, as the Company will focus on

Bitcoin mining, and returned equipment not yet placed in service and investing in new Bitcoin mining equipment .

The remaining equipment

not placed in service as of December 31, 2022 has been delayed and it is unknown when or if it will be delivered to the Company.

result of the delays and uncertainties, the Company has recorded an impairment expense of $ 1,138,687 related to undelivered equipment.

During the year ended December 31, 2022 the Company

recorded an impairment to cryptomining equipment in the amount of $ 1,937,061 as a result of the Company terminating the financing agreements

with the equipment manufactures.

Of the total impairment, $ 131,232 relates to assets the company disposed of due to the switch away from

Etherium mining, and the other $ 1,545,829 was related to mining equipment purchased with the Equipment Notes Payable discussed below in

The remaining $ 260,000 of impairment was related to the equipment acquired in 2020.

A portion of this equipment was sold for $ 60,000

during the year months ended December 31, 2022.

Preferred shares

We are authorized to issue 4,999,000 shares of

preferred stock.

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

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

will be established by the Board.

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

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

During the year ended December 31, 2021, the Company

issued 125,001 Preferred shares for total cash considerations of $ 382,480 .

In connection with the fundraising the Company paid $ 47,500

in advisory fees to a related party for net cash proceeds of $ 334,980 .

During the year ended December 31, 2021, the Company

issued 2,206 Series Seed Preferred shares for total fair value of $ 6,750 for services.

For the year ended December 31, 2021, total dividends

applicable to Preferred shares were $ 42,843 .

The Company did not declare or pay any dividends during the year ended December 31, 2021.

Although no dividends have been declared, the cumulative total of preferred shares dividends due to these stockholders upon declaration

was $ 42,843 as of December 31, 2021.

In connection with the Merger Transaction, the

only outstanding preferred stock and accrued dividends were converted into common stock.

On March 26, 2020, the Company designated

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

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

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

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

the outstanding common shares at the time of any vote.

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

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

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

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

See Footnote 11.

Stock Warrants

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

stock warrants in conjunction with a convertible note.

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

The common stock

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

In September 2020, there was a partial

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

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

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

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.

the recapitalization, the 1,000 shares were converted into 1,000 common shares.

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.

On July 19, 2022, the Company designated 1,000,000

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

par value and a stated value of $1.00 per share.

The Series B Convertible Preferred Stock ranks senior to the common stock with respect

to dividends and right of liquidation and has no voting rights.

The Series B Convertible Preferred Stock has a 8% cumulative annual

In the event of default, the dividend rate increases to 22%.

The Company may not, with consent of a majority of the holders

of Series B Convertible Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of

incorporation, create any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares

of Series B Convertible Preferred Stock, or liquidate or dissolve the Company.

Beginning 180 days from issuance, the Series B Convertible

Preferred Stock may be converted into common stock at a price based on 65% of the average of the two lowest trading prices during the

15 days prior to conversion.

The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance,

subject to early redemption penalties of up to 25%.

The Series B Convertible Preferred Stock must be redeemed by the Company 12 months

following issuance if not previously redeemed or converted.

Based on the terms of the Series B Convertible Preferred Stock, the Company

determined that the preferred stock is mandatorily redeemable and will be accounted for as a liability under ASC 480.

During the year ended December 31, 2022, the Company

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

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

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

The following table summarizes the stock warrant

entered into purchase agreements for the sale of 212,500 shares of Series B Convertible Preferred Stock with 1800 Diagonal Lending, LLC,

with $ 11,250 of proceeds being kept by the lender for legal fees, resulting in cash proceeds of $ 201,250 .

As of December 31, 2022, the

Company owes $ 6,190 in accrued dividends, reflected as interest expense, and the carrying value of the Series B Preferred stock was $ 205,226 ,

net of unamortized discount of $ 7,274 .

Common shares

The Company has authorized 950,000,000 shares

of common stock, par value of $ 0.001 , and as of December 31, 2022 has issued 390,437,459 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

On March 30, 2022 the Company increased its authorized

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

During the year ended December 31, 2022, the Company

issued 1,696,394 common shares for cash and cryptocurrency proceeds of $ 616,015 .

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 year ended December 31, 2021, the company issued 48,563,068 common shares for cash and cryptocurrency proceeds of $ 2,838,476 .

In connection with the fundraising the company paid $ 182,250 in advisory fees, of which $168,500 were paid to a related party, for net

cash and cryptocurrency proceeds of $2,656,226.

During the year ended December 31, 2022, the Company

amortized $ 44,875 of stock compensation expense related to shares issued for services pursuant to a consulting agreement entered into

As of December 31, 2022, $ 0 of unrecognized expense remains to be amortized.

During the year ended December 31, 2022, the Company

issued 4,000,000 common shares as compensation to a third party for advisory services with a fair value of $ 318,000 which was expensed

in the current period.

During the year ended December 31, 2022, the Company

had 13,889 of its common stock cancelled and returned to treasury as a result of the settlement of a legal case.

On September 19, 2022, the Company entered into

a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni

Capital”), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one

or more transactions, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)

providing aggregate gross proceeds to the Company of up to $ 15,000,000 (the “Maximum”).

The Purchase Agreement expires upon

the earlier of the aggregate gross proceeds from the sale of shares meeting the Maximum or December 31, 2023.

Among other limitations, unless otherwise agreed

upon by Alumni Capital, each sale of shares will be limited to 50,000 shares and further limited to no more than the number of shares

that would result in the beneficial ownership by Alumni Capital and its affiliates, at any single point in time, of more than 9.99% of

the then-outstanding shares of Common Stock.

Alumni Capital will purchase the shares of Common Stock under the Agreement at a discount

20% of the lowest traded price of the Common Stock in the five business days preceding the Company delivering notice of the required purchase

of shares to Alumni Capital.

In exchange for Alumni Capital entering into the

Purchase Agreement, the Company issued 2,521,008 shares of Common Stock to Alumni Capital upon execution of the Purchase Agreement (the

“Initial Commitment Shares”).

Alumni Capital represented to the Company, among other things, that it was an “accredited

investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities

The Company shares of Common Stock, including the Commitment Shares, are being offered and sold under the Purchase Agreement

in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act

and Rule 506(b) of Regulation D promulgated thereunder.

The securities sold may not be offered or sold in the United States absent registration

or an applicable exemption from registration requirements.

The Purchase Agreement provides that the Company

will file a registration statement under the Securities Act covering the resale of the shares issued to Alumni Capital.

Alumni Capital’s

obligation to purchase shares of Common Stock under the Purchase Agreement is conditioned upon, among other things, the registration statement

having been declared effective by the Securities and Exchange Commission.

As of December 31, 2022, no shares have been sold

or issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 Commitment Shares.

The Commitment shares were

valued $ 0.105 per share for total value of $ 264,706 which has been recorded as deferred offering costs which will be offset against the

future proceeds.

During the year ended December 31, 2021, the Company

issued 9,147,858 common shares upon the exercise of options for cash and cryptocurrency proceeds of $ 159,120 .

In addition, the Company

issued 43,733,770 shares for the exercise of options on a cashless basis.

During the year ended December 31, 2021, a director

of the Company contributed cryptocurrencies to the company with a value of $ 29,547 , which was accounted for as a capital contribution.

Stock Options

During the year ended December 31, 2022, the Company

issued a stock option grant 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.

The expected term was estimated using the simplified method for employee stock options

since the Company does not have adequate historical exercise data to estimate the expected term.

During the year ended December 31, 2022, the Company

issued a stock option grant to purchase up to 153,239,206 shares of the Company’s common stock, which vest upon the Company listing

its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share.

The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate

historical exercise data to estimate the expected term.

The Company used the black-scholes option pricing

model to value the options and expensed $ 24,219,306 and $ 2,530,668 during the year ended December 31, 2022 and 2021, respectively.

of December 31, 2022, the Company has $17,715,672 of value remaining to be expensed based upon completions of milestones, of which $16,865,676

is contingently subject to expense recognition based on the timing of when the Company is able to up-list the shares (which is reliant

on various regulatory approvals outside of the Company’s control) as describe above, and $0 of remaining amortization to expensed

pursuant to the vesting terms.

The following table summarizes the stock option

activity for the years ended December 31, 2022 and 2021:

Schedule of stock warrant activity

Weight-Average

Exercise Price Per Share

Schedule of option activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2020

Granted due to reset provision

Outstanding, December 31, 2021

Outstanding, December 31, 2022

As of December 31, 2022, the Company had 85,907,990

stock options that were exercisable and 137,473 that are in dispute.

The weighted average remaining life of all outstanding stock options

was 4.48 years as of December 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 December

31, 2022, the intrinsic value for the options vested and outstanding was $ 0 and $ 8,248 , respectively.

Stock Warrants

Pursuant to the reverse merger

transaction, the 11,515,714 issued and outstanding warrants of the Company prior to the merger transaction remain outstanding and are

shown as granted as part of the recapitalization as described in Note 4.

Of the total recapitalized, 1,142,857 are presented as reclassified in

the year ended 2022 as they were not previously shown as outstanding in the pre-merger Edgemode, Inc.

December 31, 2021 10-K.

These warrants

were subsequently forfeited as discussed below and as such have no material impact on the financial statements.

During the year ended December 31, 2022, the

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

fair value stock price, $ 0.135

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

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

key assumptions ranging from:

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

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

As of December 31, 2021, the outstanding stock

warrants have a weighted average remaining term of 4.71

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

Company had 2,285,714

warrants to purchase shares of common stock forfeited as a result of the settlement of a SEC legal case.

The following table summarizes the stock warrant

activity for the year ended December 31, 2022 and 2021:

Schedule of warrant activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2020

Outstanding, December 31, 2021

Recapitalization

( 2,285,714 )

Outstanding, December 31, 2022

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 2021, the Company entered into multiple financing

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

The financing agreements required a

down payments in the aggregate of $ 600,408

equal monthly payments .

The Company used a 15% discount rate to determine the net present value of the loan value in the aggregate

of $ 2,441,591 .

During the year ended December 31, 2022 and 2021 the company made payments of $ 248,184 and $ 1,366,860 , respectively, of which $ 40,032

and $ 217,467 was recorded as interest expense.

On July 11, 2022, the Company terminated its agreements

with the vendor for the financed equipment described above.

As of December, 31, 2022, and through the date of this filing, no agreement

or communication from the vendor has been received confirming the terms of the termination, and therefore the Company has maintained these

balances in equipment notes payable on the Company's balance sheet.

In addition the Company has recorded the remaining $ 95,926 interest

amounts owed under the agreements as of December 31, 2022 as the Company is in technical default due to lack of payments.

The balance of the loans as of December 31, 2022 is $ 1,179,972 .

The following table presents the future maturities

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

Schedule of future maturities and principal payments

Principal Amount

Note 10 – Cryptocurrency Assets

The Company began cryptocurrency mining activities

during the year ended December 31, 2021.

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

assets as compensation.

The below table represents the cryptocurrency activities during the years ended December 31, 2022 and 2021:

Schedule of cryptocurrency activities

Revenue recognized from cryptocurrency mined

Additions of cryptocurrency - sale of common stock

Additions of cryptocurrency – exercise of common stock options

Additions of cryptocurrency – contribution from director

Additions of cryptocurrency - sale of fixed assets

Proceeds from sale of cryptocurrencies

( 1,043,242 )

Fixed assets acquired with cryptocurrency

Settlement of loans with cryptocurrency

Realized loss on sale/exchange of cryptocurrencies

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 loss on sale/exchange of cryptocurrencies

Cryptocurrency at December 31, 2022

The cumulative tax effect at the expected rate

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

of 21 % of significant items comprising the Company’s net deferred tax amount is as follows:

Schedule of deferred tax assets and liabilities

15 unchanged sentences

Provisions for income taxes

The amount taken into income as deferred tax

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

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

of their time of expiry.

The amount taken into income as deferred tax assets

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

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

No provision for income taxes has been provided

4 unchanged sentences

Legal Contingencies

There are no material pending legal proceedings

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

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

adverse to our business.

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 , which are still shown as issued and outstanding in Note 8 above.

Subsequent Events

In January 2022, the Company borrowed an aggregate

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

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

dates in January 2023.

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

price of $0.25 per share.

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

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

Effective January 31, 2022 (the “Effective

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

In accordance with the Merger Agreement,

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

a wholly owned subsidiary of the Company.

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

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

shares of common stock).

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

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

Joseph Isaacs, the Company’s sole officer

and director resigned as an executive officer and director.

Pursuant to the terms of the Merger Mr.

Isaacs will provide services to the

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

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

The consulting agreement may

be terminated by the Company without cause after three months.

In addition, Mr.

Isaacs received a $250,000 cash bonus.

Charlie Faulkner

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

Simultaneously with the Merger, approximately

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

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

In addition, the Company has repaid approximately

$988,000 of principal amount of notes.

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

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

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

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

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

On March 31, 2022, the Company amended and restated

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

Additionally, the Company authorized

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

preferred shares to 4,999,000.

On January 25, 2023, the Company amended stock

option grants dated January 31, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial

Officer of the Company, respectively.

The amendment reduces the exercise price of the options from $0.40 per share to $0.06 per share.

On January 25, 2023, the Company redeemed the Preferred

B shares and paid to the holder a total of $270,549 which included the stated value of $212,500, $6,190 in accrued dividends and the early

redemption premium of $51,859.

On February 27, 2023, the Company entered into

a loan facility agreement with an unrelated third-party for up to an initial amount of BTC 3,000 which is to be repaid in 5 years from

the date of the first advance.

Additional advances may be provided under the agreement with approval from the lender.

Advances shall accrue

interest daily at a rate of 8.5%.

No amounts have been advanced as of the date of this filing.

On March 3, 2023, the board of directors of the

Company granted to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company,

respectively, options to purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04

per share, exercisable for five years (the “Stock Options”).

The Stock Options shall each be a non-qualified option and shall

become vested and exercisable upon the Company closing on the purchase of at least $15 million of crypto mining equipment.

On March 3, 2023, the Company amended stock option

grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer

of the Company, respectively.

The amendment provides for the vesting to be only upon the closing of the purchase of at least $15 million

of crypto mining equipment, rather than conditioned on an uplisting.

its shares on the NASDAQ Global Market, New York Stock Exchange,

or another equivalent market.

On March 30, 2023, the Company entered into

a settlement agreement with a previous note holder for settlement of outstanding claims.

Per the terms of the settlement agreement, the

Company issued 250,000 shares of common stock.

On April 11, 2023, the Company entered into a promissory

note with an unrelated third-party for $60,760 and an original issue discount of $6,510 and $4,250 in fees for net proceeds of $50,000.

The note is to be repaid by March 11, 2024, and incurs a one-time, 13% interest charge of $7,898 and requires monthly payments of $7,629.

In the event of default, the note is convertible into shares of common stock of the Company at a rate of 71% of the lowest trading price

for common stock during the 20 trading days prior to the conversion date.

The Company expects to receive the funds from this note immediately

following the filing of the Form 10-K.

On April 11, 2023, the Company entered into a promissory

note with an unrelated third-party for $56,962 and an original issue discount of $2,712 and $4,250 in fees for net proceeds of $50,00.

The note is to be repaid by March 11, 2024, and bears interest at a rate of 8%.

The note is convertible into shares of common stock of

the Company beginning 180 days after the date of the note at a rate of 65% of the lowest trading price for common stock during the 15

trading days prior to the conversion date.

The Company expects to receive the funds from this note immediately following the filing of

the Form 10-K.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data