Edgemode, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures . We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure as a result of material weaknesses in our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting . Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that: · pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; · provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and · provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. Based on this assessment our management has concluded that as of December 31, 2022, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of material weaknesses. 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, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions. 30 The existence of the continuing material weaknesses in our internal control over financial reporting increases the risk that a future restatement of our financials is possible. In order to remediate these material weaknesses, we will need to expand our accounting resources. We will continue to monitor and evaluate the effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis, however, we do not expect that the deficiencies in our disclosure controls will be remediated until such time as we have remediated the material weaknesses in our internal control over financial reporting. In order to do so, we will need to hire employees and put the requisite controls in place. Changes in Internal Control over Financial Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 31 PART III Item 10. Directors, Executive Officers and Corporate Governance. 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. Our 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. Item 11. Executive Compensation. 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. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 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. Item 13. Certain Relationships and Related Transactions, and Director Independence. Effective April 30, 2019, the Company agreed to increase compensation to Joe Isaacs, the Company’s former President and sole director, to $11,500 per month (from $6,000) for management services under a verbal agreement. In 2020, Mr. Isaacs converted $20,000 of accrued management fees for 2,000,000 shares of common stock. In 2021 and 2020, the Company paid the former President $138,000 of management fees (not including the $20,000 which was converted into shares of the Company’s common stock). Additionally, in 2020, the Company paid $2,625 for consulting services to a relative of Mr. Isaacs. On April 1, 2021, the Company entered into a services agreement with Axiom Group, a company owned by Mr. Isaacs. 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. Effective January 31, 2022, pursuant to the Transaction, the Company entered into a Consulting Agreement with Mr. Isaacs whereby he will provide services to the Company in a consultancy capacity at a fee of $11,500 per month. Additionally, he was issued 19,987,095 stock options, 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. Item 14. Principal Accountant Fees and Services. 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. 32 PART IV Item 15. Exhibits, Financial Statement Schedules. (1) 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. (2) 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. (3) Exhibits. EXHIBIT INDEX Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 2.1 Agreement and Plan of Merger and Reorganization (1) 8-K 12/8/2021 2.1 3.1 Certificate of Incorporation, As Amended and Restated 10-K 4/12/2022 3.1 3.2 Bylaws 8-K 2/7/2022 3.2 3.2(a) Amendment No. 1 to the Bylaws 8-K 4/15/2022 3.1 3.3 Certificate of Designation of Series B Preferred Stock filed July 20, 2022 8-K 7/27/2022 3.1 4.1 Description of Securities 10-K 4/12/2022 4.1 10.1 Form of Executive Employment Agreement (2) 8-K 2/7/2022 10.1 10.2 Consulting Agreement - Isaacs 8-K 2/7/2022 10.2 10.3 Form of Option Agreement 8-K 2/7/2022 10.3 10.4 Form of Note Conversion 8-K 2/7/2022 10.4 10.5 Compute North Master Agreement 8-K 2/7/2022 10.5 10.6 Trinity Mining Technologies 8-K 2/7/2022 10.6 10.7 2CRSI Agreements 8-K 2/7/2022 10.7 10.8 Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 7/27/2022 10.1 10.9 Series B Preferred Stock Purchase Agreement, effective as of August 26, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 8/29/2022 10.1 10.10 Charlie Faulkner Stock Option Grant dated September 12, 2022 8-K 9/12/2022 10.1 10.11 Simon Wajcenberg Stock Option Grant dated September 12, 2022 8-K 9/12/2022 10.2 10.12 Common Stock Purchase Agreement between EdgeMode, Inc. and Alumni Capital LP dated September 19, 2022 8-K 9/23/2022 10.1 10.13 Series B Preferred Stock Purchase Agreement, effective as of September 28, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC 8-K 9/28/2022 10.1 10.14 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 8-K 1/26/2023 10.1 10.15 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 8-K 1/26/2023 10.2 10.16 Stock Option Grant to Charlie Faulkner dated March 3, 2023 8-K 3/7/2023 10.1 10.17 Stock Option Grant to Simon Wajcenberg dated March 3, 2023 8-K 3/7/2023 10.2 10.18 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 8-K 3/7/2023 10.3 10.19 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 8-K 3/7/2023 10.4 14.1 Code of Ethics and Business Conduct Filed 16.1 Letter from MaloneBailey, LLP to the SEC dated January 7, 2022 8-K 1/7/2022 16.1 21.1 List of Subsidiaries Filed 31.1 Certification of Principal Executive Officer (Section 302) Filed 31.2 Certification of Principal Financial Officer (Section 302) Filed 32.1 Certification of Principal Executive Officer (Section 906) (3) Furnished 32.2 Certification of Principal Financial Officer (Section 906) (3) Furnished 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) Filed 101.SCH Inline XBRL Taxonomy Extension Schema Document Filed 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). ______________________ (1) 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. (2) 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. 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 EdgeMode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301, Attention: Corporate Secretary. Item 16. Form 10-K Summary. None. 33 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 17, 2023. EDGEMODE, INC. Date: April 17, 2023 /s/ Charlie Faulkner Charlie Faulkner Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of BTCS Inc. and in the capacities and on the dates indicated. Signature Title Date /s/ Charlie Faulkner Chief Executive Officer April 17, 2023 Charlie Faulkner (Principal Executive Officer) and Director /s/ Simon Wajcenberg Chief Financial Officer April 17, 2023 Simon Wajcenberg (Principal Financial Officer)(Principal Accounting Officer) and Director 34