What changed in this filing

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Item 9A. Controls and Procedures

2023-04-17 compared with 2022-04-12 · 50 added, 219 removed, 133 unchanged (67% of the section changed)

37 unchanged sentences

These material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited

multiple levels of review in the financial close process.

multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve,

and report related party transactions.

The existence of the continuing material weaknesses

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Directors, Executive Officers and Corporate Governance.

The following table provides information on our

current executive officers and directors:

Charlie Faulkner

Chief Executive Officer, President and Director

Simon Wajcenberg

Chief Financial Officer, Treasurer, Secretary and Director (Chairman)

Each director serves until

our next annual meeting of the stockholders or unless they resign earlier.

The Board of Directors (“Board”) elects officers

and their terms of office are at the discretion of the Board.

Background of Officers and Directors

The following is a brief

account of the education and business experience during at least the past five years of our officers and directors, indicating the person’s

principal occupation during that period, and the name and principal business of the organization in which such occupation and employment

were carried out.

Charlie Faulkner has served as our Chief Executive Officer,

President and as a director of our Board since the Merger.

Faulkner has served as the Chief Executive Officer of EdgeMode since its

inception in 2020.

Since December 2016, he has served as an advisor at North Block Capital Ltd (“NB Capital”), an.

group that provides asset management, corporate advisory services, and technology solutions, which he co-founded in 2016.

Simon Wajcenberg has served as our Chief Financial Officer,

Treasurer and as a director of our Board since the Merger.

Wajcenberg has served as the Executive Chairman of, and in other executive

positions at, EdgeMode since its inception in 2020.

Since December 2016, he has served as an advisor at NB Capital, which

he co-founded in 2016.

There are no family relationships between any

of the executive officers and directors.

Director Independence

Our common stock is quoted on the OTCQB, which

does not have director independence requirements.

Using the definition of independence set forth in the rules of the NASDAQ Stock Market,

neither of our directors would be considered an independent director.

Board Leadership Structure and Board’s

Role in Risk Oversight

Our Board does not have a policy as to whether

the roles of Chairman of the Board and Chief Executive Officer should be separate or combined.

However, we have chosen to separate the

Chief Executive Officer and Board Chairman positions.

Currently, our Chairman is Simon Wajcenberg.

Our Board has determined that its current

structure, with a separate Chairman and Chief Executive Officer, both of which are co-founders of EdgeMode, is in the best interests of

the Company and its shareholders at this time.

We believe that this Board leadership structure is the most appropriate for the Company.

In the near future, we anticipate appointing independent directors.

At such time, we will appoint an independent director as the Lead

Director who will have broad responsibilities and authority.

At such time, we will re-evaluate the composition of the Board and its leadership

Risk is inherent with every business, and how

well a business manages risk can ultimately determine its success.

We face a number of risks, including credit risk, interest rate risk,

liquidity risk, operational risk, strategic risk and reputation risk.

Management is responsible for the day-to-day management of the risks

we face and have responsibility for the oversight of risk management in their dual roles as directors.

Committees of the Board

Due to our size, we have not formally designated

a nominating committee, an audit committee, a compensation committee, or committees performing similar functions.

The Board currently

acts as our audit committee.

Since we are still a developing company, the Board is still in the process of finding an “audit committee

financial expert” as defined in Regulation S-K.

Stockholder Nominations.

We do not have a policy regarding the consideration

of any director candidates which may be recommended by our stockholders, including the minimum qualifications for director candidates,

nor has our board of directors established a process for identifying and evaluating director nominees, nor do we have a policy regarding

director diversity.

We have not adopted a policy regarding the handling of any potential recommendation of director candidates by our

stockholders, including the procedures to be followed.

Given the early stage of our business, we do not anticipate that any of our stockholders

will make such a recommendation in the near future.

While there have been no nominations of additional directors proposed, in the event

such a proposal is made, all members of our Board will participate in the consideration of director nominees.

In considering a director

nominee, it is likely that our Board will consider the professional and/or educational background of any nominee with a view towards how

this person might bring a different viewpoint or experience to our Board.

Code of Ethics and Conduct

We have not yet adopted a code of ethics that

applies to our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing

similar functions, since we have been focusing our efforts on growing our business and obtaining financing for our Company.

to adopt a code as we further develop our business.

Director Compensation

In fiscal 2021, we did not pay any compensation

to our director.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our

directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes

in ownership of our common stock and other equity securities with the SEC.

These individuals are required by the regulations of the SEC

to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of the forms furnished to us, and

written representations from reporting persons that no Forms 5 were required to report delinquent filings, we believe that all filing

requirements applicable to our officers, directors and 10% beneficial owners were complied with during 2021.

information required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be

filed with the SEC within 120 days of the year ended December 31, 2022.

Board has adopted a Code of Ethics applicable to all officers, directors and employees, which furnished as Exhibit 14.1 to this report.

We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our

Code of Ethics and by posting such information on our website at the address and location specified above.

Executive Compensation.

Set forth below is the information regarding the

compensation paid, distributed or accrued by EdgeMode for the fiscal year ended December 31, 2021 to the Company’s Chief Executive

Officer (principal executive officer) serving during the last fiscal year and the other two most highly compensated executive officers

serving at the end of the last fiscal year whose compensation exceeded $100,000 (the “Named Executive Officers”).

Summary Compensation Table for 2021

Name and Principal Positions

Joe Isaacs (1)

Former Chief Executive Officer

_________________

(1) Resigned on January 31, 2022 in connection with the Transaction with Edgemode.

(2) Represents fees paid to a company controlled by the Named Executive Officer.

Certain Relationships and Related Transactions, and Director Independence” for a description of the service fees.

The above table does not include:

(i) the $250,000 cash bonus paid

Isaacs and (ii) the 19,987,095 stock options granted to Mr.

Isaacs, both subsequent to December 31, 2021.

Compensation Agreements with our Current Executive

EdgeMode employed Charlie Faulkner and Simon Wajcenberg

pursuant to oral employment agreements with monthly salaries which began at $10,000 per month in early 2021 and were increased to $30,000

per month in October 2021.

In connection with the Transaction, we entered into formal Employment Agreements with Charlie Faulkner and

Simon Wajcenberg which provided for annual base salaries of $600,000 each and the grant to each of 31,979,352 five-year vested stock options

with an exercise price of $0.40 per share.

Termination Provisions

Faulkner and Wajcenberg are entitled to

certain benefits in connection with a termination of their employment upon death, disability, dismissal without cause, or constructive

In any such termination, the executive will receive 12 months base salary and any performance bonus that he would have been

due at the time of termination.

In certain circumstances, the termination provision is subject to a cure period.

Cause is generally defined

as (i) committing or participating in an injurious act of fraud, gross neglect, misrepresentation, embezzlement or dishonesty against

(ii) participating in any injurious act or acting recklessly or in a manner which was grossly negligent against the Company;

engaging in a criminal enterprise involving moral turpitude, financial or securities fraud;

(iii) felony conviction;

and (iv) material

failure to follow the directives of the Board.

Outstanding Equity Awards at Fiscal Year End

As of December 31, 2021, there were no unexercised options, stock that

has not vested or equity incentive plan awards for any executive officer.

On January 31, 2022, in connection with their employment agreements,

each of Messrs.

Charles Faulkner and Simon Wajcenberg were issued 31,979,352 five-year vested stock options with an exercise price of

$0.40 per share.

The information

required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with

the SEC within 120 days of the year ended December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth certain information

regarding beneficial ownership of the Company’s common stock as of March 30, 2022, by (i) each person who is known by the Company

to own beneficially more than 5% of any classes of outstanding common stock, (ii) each director of the Company, (iii) each of the Named

Executive Officers, and (iv) all directors and executive officers of the Company as a group.

Based on 383,808,340 shares of common

stock outstanding as of March 30, 2022.

Beneficial ownership is determined in accordance with Rule 13d-3 and 13d-5 under the Exchange

Act, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under SEC rules, a person is considered

a “beneficial owner” of a security if that person has or shares power to vote or direct the voting of such security or the

power to dispose or direct the disposition of such security.

A person is also considered to be a beneficial owner of any securities of

which the person has a right to acquire beneficial ownership within 60 days.

We believe that each individual or entity named has sole

investment and voting power with respect to the securities indicated as beneficially owned by them, subject to community property laws,

where applicable, except where otherwise noted in the footnotes to this table.

Unless otherwise specified in the notes to this

table, the address for each person is:

c/o Fourth Wave Energy, Inc., 350 North Orleans Street, Suite 9000N, Chicago, Il 60654, Attention:

Corporate Secretary.

Title of Class

Name of Beneficial Holder

Percentage Beneficially Owned

5% Shareholders:

Christina and Roger Dixon (1)

Directors and Named Executive Officers

Charlie Faulkner (2)

Simon Wajcenberg (3)

Joe Isaacs (4)

All directors and officers as a group (3 persons)

Roger Dixon was a Co-Founder of EdgeMode, the Company’s wholly-owned subsidiary.

Address is 3858 County Road 308, Ellington, MO.

Faulkner is an executive officer and director of the Company.

Includes 31,979,352 vested stock options.

His ownership is included under “All directors and officers as a group”.

Wajcenberg is an executive officer and director of the Company.

Includes 31,979,352 vested stock options.

Includes shares beneficially owned by his wife.

Isaacs was the Company’s Chief Executive Officer until the closing of the

Edgemode Merger.

Includes 19,987,095 stock options which may vest within 60 days of the filing date of this report.

Isaacs ownership

is not included in the “All directors and officers as a group” ownership disclosure.

Changes in Control

We do not currently have any arrangements which

if consummated may result in a change of control of our Company.

Securities Authorized for Issuance under Equity

Compensation Plans

As of December 31, 2021, the Company had no equity

compensation plan.

The information

required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with

the SEC within 120 days of the year ended December 31, 2022.

Certain Relationships and Related Transactions, and Director Independence.

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Principal Accountant Fees and Services.

The following table sets

forth the aggregate fees paid for or accrued by the Company for audit and other services provided by M&K CPAS, PLLC, our principal

auditor for fiscal 2021 and MaloneBailey, LLP, our principal auditor for fiscal 2020.

Audit Fees – M&K CPAS, PLLC (1)

Audit Related Fees – M&K CPAS, PLLC

Audit Fees – MaloneBailey, LLP (1)

Audit Related Fees – MaloneBailey, LLP

All Other Fees

Audit Fees — This category includes

the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services

that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years.

Our Board has adopted a procedure for pre-approval

of all fees charged by our independent registered public accounting firm.

Under the procedure, the Board approves the engagement letter

with respect to audit, tax and review services.

Other fees are subject to pre-approval by the Board, or, in the period between meetings,

by a designated member of the Board.

Any such approval by the designated member is disclosed to the entire Board at the next meeting.

The audit and tax fees paid to the auditors with respect to 2021 were pre-approved by the entire Board.

The information

required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with

the SEC within 120 days of the year ended December 31, 2022.

Exhibits, Financial Statement Schedules.

Financial Statements.

See Index to Consolidated Financial Statements,

which appears on page F-1 hereof.

The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed

herewith in response to this Item.

See Index to Consolidated

Financial Statements, which appears on page F-1 hereof.

The financial statements listed in the accompanying Index to Consolidated Financial

Statements are filed herewith in response to this Item.

Financial Statements Schedules.

All schedules are omitted because they

are not applicable or because the required information is contained in the Consolidated Financial Statements or notes included herein.

All schedules

are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements

or notes included herein.

EXHIBIT INDEX

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Certificate of Incorporation, As Amended and Restated

Amendment No.

1 to the Bylaws

Certificate of Designation of Series B Preferred Stock filed July 20, 2022

Description of Securities

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2CRSI Agreements

Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc.

and 1800 Diagonal Lending LLC

Series B Preferred Stock Purchase Agreement, effective as of August 26, 2022, by and between Edgemode, Inc.

and 1800 Diagonal Lending LLC

Charlie Faulkner Stock Option Grant dated September 12, 2022

Simon Wajcenberg Stock Option Grant dated September 12, 2022

Common Stock Purchase Agreement between EdgeMode, Inc.

and Alumni Capital LP dated September 19, 2022

Series B Preferred Stock Purchase Agreement, effective as of September 28, 2022, by and between Edgemode, Inc.

and 1800 Diagonal Lending LLC

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023

Stock Option Grant to Charlie Faulkner dated March 3, 2023

Stock Option Grant to Simon Wajcenberg dated March 3, 2023

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023

Code of Ethics and Business Conduct

Letter from MaloneBailey, LLP to the SEC dated January 7, 2022

List of Subsidiaries

12 unchanged sentences

Exhibits and/or Schedules have been omitted.

The Company hereby agrees to furnish to the

Staff of the Securities and Exchange Commission upon request any omitted information.

The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.

Management contract or compensatory agreement plan or arrangement.

(3) This exhibit is being furnished rather than filed and shall not be deemed incorporated by

reference into any filing, in accordance with Item 601 of Regulation S-K.

This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

Copies of this report (including the financial

statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to Fourth

Wave Energy, Inc., 350 North Orleans Street, Suite 9000N, Chicago, Il 60654, Attention:

statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to EdgeMode,

Broward Blvd., Suite 1700, Ft.

Lauderdale, FL 33301, Attention:

Corporate Secretary.

3 unchanged sentences

thereunto duly authorized on April 17, 2023.

FOURTH WAVE ENERGY, INC.

EDGEMODE, INC.

April 17, 2023

18 unchanged sentences

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 9A. Controls and Procedures