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Item 1. Financial Statements

2023-05-15 compared with 2022-11-14 · 314 added, 429 removed, 231 unchanged (76% of the section changed)

1 unchanged sentence

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.)

Consolidated Balance Sheets

September 30, 2022

Consolidated Balance Sheet

March 31, 2023

December 31, 2022

Current assets:

Subscription receivable

Prepaid expenses and other current assets

Prepaid expenses and other current assets - related party

Prepaid hosting services

2 unchanged sentences

Intangible assets - cryptocurrencies

Equipment, net

LIABILITIES AND STOCKHOLDERS' EQUITY

7 unchanged sentences

Total current liabilities

Equipment notes payable, net of current

Total liabilities

Commitments and contingencies

Preferred shares of EdgeMode

Stockholders' equity:

Preferred shares, $ 0.001

par value, 4,999,000

and 5,000,000

shares authorized September 30, 2022 and December 31, 2021, respectively;

zero 0 issued and outstanding September 30, 2022 and

December 31, 2021

Common shares, 950,000,000 and 500,000,000 shares authorized, September 30, 2022 and December 31, 2021;

Par value $ 0.001 ;

390,437,459 and 292,179,345 shares issued and outstanding, September 30, 2022 and December 31, 2021, respectively

Stockholders' equity (deficit):

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized March 31, 2023 and December 31, 2022;

none issued and outstanding

Common shares, $ 0.001 par value, 950,000,000 shares authorized March 31, 2023 and December 31, 2022;

390,687,459 and 390,437,459 shares issued and outstanding, March 31, 2023 and December 31, 2022

Additional paid-in capital

2 unchanged sentences

( 35,880,128 )

Stockholders' equity

Total liabilities and stockholders' equity

The accompanying notes are an integral part of these

unaudited financial statements.

Stockholders’ equity (deficit)

( 2,125,221 )

( 1,593,672 )

Total liabilities and stockholders’ equity (deficit)

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.)

Consolidated Statements of Operations

For the three months ended

For the nine months ended

September 30, 2022

September 30, 2021

September 30, 2022

September 30, 2021

March 31, 2023

March 31, 2022

Cost of revenue

1 unchanged sentence

General and administrative expenses

Loss on sale of equipment and impairment

Loss on cryptocurrencies

Total operating expenses

2 unchanged sentences

( 23,581,651 )

( 28,374,012 )

( 2,884,948 )

Other expense:

Interest expense

Gain (loss) on cryptocurrencies

Penalty on redemption of Preferred B shares

Other expense

Loss on settlement

Total other expense, net

2 unchanged sentences

( 23,626,491 )

( 28,627,368 )

( 3,066,865 )

Provision for income taxes

1 unchanged sentence

$ ( 23,626,491 )

( 28,627,368 )

( 3,066,865 )

Preferred Dividends

Net loss to common shareholders

$ ( 1,182,215 )

$ ( 2,673,409 )

$ ( 28,627,368 )

$ ( 3,097,934 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

The accompanying notes are an integral part of these

unaudited financial statements.

Edgemode (Formerly Fourth Wave Energy, Inc.)

Consolidated Statements of Changes in Stockholders’

For the three and nine months ended September 30,

2022 and 2021

Loss per common share - basic

Loss per common share - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

Consolidated Statements of Stockholders’

Equity (Deficit)

For the three months ended March 31, 2023 and

Mezzanine Equity

Stockholders'

Equity/(deficit)

Balance December 31, 2022

$ ( 35,880,128 )

Conversion of preferred shares into common

Common shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Recapitalization of reverse merger

Stock-based compensation

$ ( 1,593,672 )

( 23,626,491 )

Balance March 31, 2022

( 27,260,622 )

Common shares issued in exchange for cash

Common shares issued for settlement of claims

Stock-based compensation

1 unchanged sentence

( 1,778,011 )

Balance June 30, 2022

( 31,079,284 )

Common shares issued in exchange for cash

Common shares issued for compensation

Common shares issued for deferred financing costs

Common shares cancelled pursuant to SEC legal case

( 1,182,215 )

Balance March 31, 2023

$ ( 37,658,139 )

Balance September 30, 2022

$ ( 2,125,221 )

Balance December 31, 2021

Common Shares issued in exchange for cash

Preferred Shares issued in exchange for cash

Contribution of Cryptocurrency from related party

Stock-based compensation

Preferred dividends

Balance March 31, 2021

Common Shares issued in exchange for cash

Common Shares issued in exchange for cryptocurrency

Common Shares issued in for conversion of options

Preferred dividends

Balance June 30, 2021

$ ( 3,634,131 )

Conversion of preferred shares into common

Common shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Recapitalization of reverse merger

Stock-based compensation

Preferred dividends

( 23,626,491 )

Balance September 30, 2021

$ ( 3,173,310 )

Balance March 31, 2022

$ ( 27,260,622 )

The accompanying notes are an integral part of these

unaudited financial statements.

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.)

Consolidated Statements of Cash Flows

For the nine months ended

September 30, 2022

September 30, 2021

For the three months ended

March 31, 2023

March 31, 2022

Operating Activities:

2 unchanged sentences

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

Loss on sale of equipment and impairment

Amortization of discounts

Penalty on redemption of Preferred B shares

Loss on settlement

Stock-based compensation

Cryptocurrency used for compensation

Cryptocurrency used for officer compensation

Loss on cryptocurrency transactions

1 unchanged sentence

Prepaid expenses and other current assets

Prepaid expenses and other current assets - related parties

Cryptocurrencies - mining

( 1,145,466 )

Accounts payable and accrued expenses

Accrued payroll

Net cash used in operating activities

Net cash provided by (used in) operating activities

( 1,109,921 )

2 unchanged sentences

Purchase of equipment

Proceeds from sale of equipment

Proceeds from sale of cryptocurrencies

Net cash provided by investing activities

Net cash provided by (used in) 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 subscription receivables

Payments on preferred B shares

Payments on equipment notes payable

Proceeds from notes payable

Payments on notes payable

Net cash provided by financing activities

6 unchanged sentences

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

The accompanying notes are an integral part of these

unaudited financial statements.

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.)

Notes to the Consolidated Financial Statements

September 30, 2022

March 31, 2023

Basis of Presentation

1 unchanged sentence

of Edgemode, Inc.

(formerly known as Fourth Wave Energy, Inc.) (“we”, “our”, or the “Company”) have

been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities

and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto

contained in the Company’s Annual Report filed with the SEC on Form 10-K and the annual financial statements of Edgemode filed with

the SEC on Form 8-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation

of financial position and the results of operations for the interim periods presented have been reflected herein.

The results of operations

for our interim periods are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements

that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2021, as reported in the Form

10-K and Form 8-K of the Company, have been omitted.

(“we”, “our”, “Edgemode” or the “Company”) have been prepared in accordance

with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission

(“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s

Annual Report filed with the SEC on Form 10-K.

In the opinion of management, all adjustments, consisting of normal recurring adjustments,

necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected

The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for

fiscal 2022, as reported in the Form 10-K of the Company, have been omitted.

On March 20, 2020, shareholders owning a majority

2 unchanged sentences

to Fourth Wave Energy, Inc.

In connection with the acquisition of FWI in March

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

The consulting agreements require the Company to collectively

pay $379,850 in consulting fees during the terms of the consulting agreements.

In March 2021 the Company agreed to sell the FWI technologies

and its business plan to GeoSolar Technologies, Inc.

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

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

As a part of this transaction,

the consultants agreed to release the Company from any liability for any consulting fees owed to them by the Company and return a portion

of the Company’s common stock held by such consultants.

During the year ended December 31, 2021, 4,700,000 shares of the Company's

common stock were returned to the Company and cancelled.

The technology granted to GST was carried on our balance sheet at zero value

and the shares received were also recorded at no value.

FWI was voluntarily dissolved on December 8, 2021.

The ex-dividend date, record

date and distribution date for the registered distribution of the GST Shares to the Company's shareholders, subject to FINRA clearance,

is the following:

Ex-Dividend Date:

Distribution Date:

Effective January 31, 2022 (the “Effective Time”),

the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the “Acquisition Subsidiary”)

and EdgeMode, a Wyoming corporation (“EdgeMode Wyoming”) closed an Agreement and Plan of Merger and Reorganization dated December

2, 2021 (the “Merger Agreement”).

In accordance with the Merger Agreement, Acquisition Subsidiary merged with and into EdgeMode

Wyoming (the “Merger” or “Transaction”), with EdgeMode remaining as the surviving entity after the Merger and

becoming a wholly owned subsidiary of the Company.

In the Merger, the shares of common stock, no par value per share, of EdgeMode Wyoming

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.

Effective January 31, 2022 (the “Effective

Time”), the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the “Acquisition

Subsidiary”) and EdgeMode, a Wyoming corporation (“EdgeMode”) closed on the previously disclosed Agreement and Plan

of Merger and Reorganization dated December 2, 2021 (the “Merger Agreement”).

In accordance with the Merger Agreement, Acquisition

Subsidiary merged with and into EdgeMode (the “Merger” or “Transaction”), with EdgeMode remaining as the surviving

entity after the Merger and becoming a wholly owned subsidiary of the Company.

In the Merger, the shares of common stock, no par value

per share, of EdgeMode issued and outstanding immediately prior to the Effective Time, represent 80% of the Company’s outstanding

common stock on a fully diluted basis (or 313,950,672 shares of common stock).

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

sole shareholder of the Company’s preferred stock converted such shares into 1,000 shares of common stock.

Joseph Isaacs, the Company’s sole officer

and director resigned as an executive officer and director.

Pursuant to the terms of the Merger Mr.

Isaacs will provide services to the Company

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

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

The consulting agreement may be terminated

by the Company without cause after three months.

Isaacs will provide services to the

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

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

The consulting agreement may

be terminated by the Company without cause after three months.

In addition, Mr.

Isaacs received a $ 250,000 cash bonus and the Company entered into a

contract with a company owed by Joe Isaacs to perform services for total value of $240,000.

Charlie Faulkner and Simon Wajcenberg, the

principals of EdgeMode Wyoming, were appointed as directors and executive officers.

Isaacs received a $ 250,000 cash bonus and the Company

entered into a contract with a company owed by Joe Isaacs to perform services for total value of $240,000.

Charlie Faulkner and Simon

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

Simultaneously with the Merger, approximately

3 unchanged sentences

$ 988,000 of principal amount of notes.

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

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

The merger was accounted for as a reverse merger,

whereby EdgeMode 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

whereby EdgeMode was considered the accounting acquirer and became our wholly-owned subsidiary.

In accordance with the accounting treatment

for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced

with the historical financial statements of EdgeMode prior to the reverse merger.

The financial statements after completion of the reverse

merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse

merger, with only certain aspects of pre-consummation stockholders’ equity remaining in the consolidated financial statements.

On June 3, 2022 the Company changed its name from

10 unchanged sentences

The accompanying consolidated financial statements

include the accounts of Fourth Wave Energy, Inc.

and the accounts of its 100% owned subsidiary, EdgeMode.

All intercompany transactions

and balances have been eliminated in consolidation.

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.

Fair Value Measurements

Generally accepted accounting principles define fair

value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market

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

5 unchanged sentences

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 September 30, 2022.

The Company has no assets or liabilities valued

using level 1, level 2, or level 3 inputs as of March 31, 2023.

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.

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

27 unchanged sentences

There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received is

determined using the closing price of the related cryptocurrency on the day of receipt.

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

4 unchanged sentences

position and results from operations.

Reclassification of Comparative Period Presentation

The Company is reclassifying its financial statements

for the nine-month period ended September 30, 2021.

These financial statements represent a reclassification of certain prior year account

classifications and footnotes.

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.

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 March 31, 2023, $ 264,706 of deferred offering costs were capitalized.

Long-Lived Assets – Cryptocurrencies

We account for our cryptocurrencies, intangible

assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for

the Impairment or Disposal of Long-Lived Assets.

ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration

given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.

Our cryptocurrencies are deemed to have an indefinite useful life;

therefore amounts are not amortized, but rather are assessed for impairment

as further discussed in our impairment policy.

Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized

over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision

to the remaining period of amortization.

If the estimate of useful life is changed the remaining carrying amount of the intangible asset

is amortized prospectively over the revised remaining useful life.

Costs of internally developing, maintaining, or restoring intangible

assets are recognized as an expense when incurred.

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

The Company does not believe that any recently

issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying

financial statements.

Note 3 - Going Concern

These financial statements are prepared on a going

concern basis.

The Company began operations in 2020 and incurred a cumulative loss since inception.

The Company’s ability to continue

is dependent upon management’s plan to raise additional funds and achieve profitable operations.

These matters raise substantial

doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might

be necessary if the Company is not able to continue as a going concern.

NOTE 4 – Reverse Merger Transaction

Pursuant to the terms of the Merger Agreement, and

in exchange for all 100% of the issued and outstanding shares of EdgeMode 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

These financial statements have been prepared

in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able

to meet its obligations and continue its operations for its next fiscal year.

Realization values may be substantially different from carrying

values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification

of assets and liabilities should the Company be unable to continue as a going concern.

At March 31, 2023, the Company had not yet achieved

profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about

the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon

its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities

arising from normal business operations when they come due.

Management has no formal plan in place to address this concern but considers

that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance

of additional funding being available.

NOTE 4 – Related Party Transactions

Pursuant to the terms of the Merger Mr.

provide services to the Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase

up to 19,987,095 shares of the Company’s common stock, vesting in 90 days, at an exercise price of $0.40 per share.

The consulting

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

In addition, Mr.

Isaacs received a $250,000 cash bonus and

the Company entered into a contract with a company owed by Joe Isaacs to perform services for total value of $240,000, which was paid

As of September 30, 2022, $ 7,500 amount of services are left to be performed.

During the nine months ended September 30, 2022, the

Company granted options to the officers and a consultant of the Company to purchase up to 65,920,895 shares of the Company’s stock,

vesting immediately, at an exercise price of $0.40 per share.

During the nine months ended September 30, 2022, the

Company 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 September 30, 2022 the Company owed the executive

The Company’s former CEO, Mr.

agreed to provide services to the Company in a consultancy capacity at a fee of $11,500 per month and was 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.

As of March 31, 2023, the

Company has accrued $ 80,500

for services performed from Mr.

Subsequent to March 31, 2023, the Company and Mr.

Isaacs, entered into a settlement and

release agreement whereby Mr.

Isaacs agreed to a reduction in the compensation to a total of $ 55,000 ,

subject to the Company making payments on or before May 14, 2023 and June 14, 2023.

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 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 5 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

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.

As of March 31, 2023 the Company owed the executive

officers of the Company $ 357,199 in accrued payroll for services performed.

NOTE 5 - 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.

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 September 30, 2022 the company has prepaid a total of $ 1,586,297

which the company expects to begin using during the first quarter of 2023 which has been delayed from original expectations due to delays

in obtaining the equipment to be hosted.

NOTE 7 – Fixed Assets

Fixed assets are stated at cost and depreciated using

the straight-line method over their estimated useful lives.

When retired or otherwise disposed, the carrying value and accumulated depreciation

of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected

Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

As of September 30, 2022 and 2021 fixed assets were

made up of the following:

Schedule of fixed assets

September 30,

Cryptomining equipment

Cryptomining equipment - not in service

Accumulated depreciation

( 1,420,236 )

Net book value

Total depreciation expense for the nine months ended

September 30, 2022 and 2021, was $ 630,670 and $ 522,282 respectively.

As of September 30, 2022 the Company had $ 1,610,139

of equipment that is not yet in service.

During the nine months ended September 30, 2022, the Company 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 is expected

to be delivered and placed in service during the second quarter of 2023.

During the nine months ended September 30, 2022 the

Company recorded an impairment to cryptomining equipment in the amount of $ 748,269 as a result of the Company determining the future cash

flows were less than the remaining payments on the equipment notes.

Of the total impairment, $131,232 relates to assets the company disposed

of due to the switch away from Etherium mining, $357,036 was related to mining equipment purchased with the Equipment Notes Payable discussed

below in Note 9.

The company is currently in negotiations with the manufacturer of the equipment to settle the remainder of the notes

by returning the equipment, and offsetting the down payments of the future equipment against the remaining outstanding payable balances.

As such the company has impaired the value of the assets down to the salvage value, which was determined to be the remaining principle

payments owed.

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 nine months ended September 30, 2022.

As of December 31, 2022, the Company had prepaid a total of $ 1,586,297 .

In January 2023, 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 impaired

the remaining amount of the claim, as of December 31, 2022, due to the uncertainty of collectability through the bankruptcy claim.

As of March 31, 2023, the Company has $0 of amounts recorded related to the remaining claims due to the uncertainty

of collectability.

NOTE 6 – Equity

The Company has authorized 950,000,000 shares of common

stock, par value of $ 0.001 , and as of September 30, 2022 has issued 390,437,459 shares of common stock.

All of the common shares have

the same voting rights and liquidation preferences.

Preferred shares

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

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.

The voting powers

and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established

by the Board.

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

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

In connection with the Transaction, the only outstanding preferred

stock was converted into common stock.

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

will be established by the Board.

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

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

In connection with the Transaction, the only outstanding

preferred stock was converted into common stock.

As of the date of this report, there are no outstanding shares of preferred stock.

On March 26, 2020, the Company designated 1,000 shares

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

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

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

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

the outstanding common shares at the time of any vote.

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

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

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

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

On March 30, 2022 the Company reduced its authorized

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

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

18 unchanged sentences

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

During the nine months ended September 30,

2022, the Company 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 September

30, 2022, the Company owes $ 1,905 in accrued dividends, reflected as interest expense, and the carrying value of the Series B Preferred

stock was $ 202,390 , net of unamortized discount of $ 10,110 .

During the year ended December 31, 2022, the Company

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 .

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 .

Common shares

On March 30, 2022 the Company increased its authorized

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

During the nine months ended September 30, 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 1,230,000 shares of common stock with an exercise price of $0.50, which expire five years from the date of

During the nine months ended September 30, 2022, the

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

into during 2021.

As of September 30, 2022, $ 0 of unrecognized expense remains to be amortized.

During the nine months ended September 30, 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.

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 Act”)).

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 November 14, 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.

The Company has authorized 950,000,000 shares

of common stock, par value of $ 0.001 , and as of March 31, 2023 has issued 390,687,459 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

On March 30, 2023, the Company entered into a settlement agreement

with a previous note holder for settlement of outstanding claims of a note payable that had been paid in full previously.

Per the terms of the settlement agreement, the

Company issued 250,000 shares of common stock, and as a result the Company recorded a loss on settlement of $ 9,975

Stock Options

During the nine months ended September 30, 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.

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 nine months ended September 30, 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

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

during the nine months ended September 30, 2022.

As of September 30, 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 as described above as this does not meet the definition of probable under ASC 450, and $0 of remaining amortization to expensed pursuant

to the vesting terms.

The following table summarizes the stock option activity

for the nine months ended September 30, 2022:

During the three months ended March 31,

2023, 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 5

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.

The Company used the black-scholes option pricing model to value the options and determined a

fair value of $ 4,814,035 .

As of March 31, 2023, the Company had not met the contingent vesting requirements, and as such no amounts have

been expensed related to these options.

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.

As a result of the amendment, the Company recorded an additional $ 1,236,487 of stock-based compensation expense based on the incremental

fair value resulting from the change in exercise price.

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.

No additional expense incurred as a result of the amendment as it was determined there was no change to

any of the inputs in the black-scholes option pricing model.

As of March 31, 2023, the Company has $ 22,529,707

of value remaining to be expensed based upon completions of milestones, of which $ 21,679,711 is contingently subject to expense recognition

based on the timing of when the Company is able to close on a purchase of at least $ 15 million of crypto mining equipment 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 three months ended March 31, 2023:

Schedule of option activity

1 unchanged sentence

Outstanding, December 31, 2022

Outstanding, September 30, 2022

As of September 30, 2022, the Company had 85,907,990

Outstanding, March 31, 2023

As of March 31, 2023, 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 4.73 years as of September 30, 2022.

was 4.75 years as of March 31, 2023.

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 September

31, 2023, the intrinsic value for the options vested and outstanding was $ 0 and $ 4,385 , respectively.

1 unchanged sentence

The following table summarizes the stock warrant

activity for the nine months ended September 30, 2022:

activity for the three months ended March 31, 2022:

Schedule of warrant activity

1 unchanged sentence

Outstanding, December 31, 2022

Outstanding, September 30, 2022

Outstanding, March 31, 2023

NOTE 7 - Notes Payable

Notes Payable

Pursuant to the merger agreement, the Company acquire

outstanding note payables in the amount of $ 35,000 .

These loans were advanced as due on demand and no communication has been received

from the original lenders.

Simultaneously with the Merger, approximately $ 4,574,132

of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of 18,296,528

shares of the Company’s common stock issued to 31 former noteholders.

The conversion and issuance of shares of the Company’s

common stock is presented as part of the recapitalization on the equity statement

Pursuant to the merger agreement, the Company

acquired 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.

Equipment Notes Payable

In February 2021, the Company entered into a financing

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

The financing agreement required a down

payment of $ 199,800 and 24 equal monthly payments of $ 32,760 .

The Company used a 15% discount rate to determine the net present value

of the loan value of $ 871,519 .

The balance of the loan as September 30, 2022 is $ 336,266 .

The Company is currently in negotiations with

the lender to terminate the remainder of the agreement and return the equipment

In May 2021, the Company entered into a financing

agreement whereby the Company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 299,808 , the first month payment of $79,056 and 23 equal monthly payments of $ 39,528 .

The Company used a 15% discount rate

to determine the net present value of the loan value of $ 1,148,237 .

The balance of the loan as of September 30, 2022 is $ 507,663 .

Company is currently in negotiations with the lender to terminate the remainder of the agreement and return the equipment

In July 2021, the Company entered into a financing

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

The financing agreement required a down

payment of $ 100,800 and 24 equal monthly payments of $ 15,660 .

The Company used a 15% discount rate to determine the net present value

of the loan value of $ 421,835 .

The balance of the loan as of September 30, 2022 is $ 240,117 .

The Company is currently in negotiations

with the lender to terminate the remainder of the agreement and return the equipment

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:

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 and 24 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 years 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 March, 31, 2023, 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.

The balance of the loans as of March 31, 2023 is $ 1,179,972 .

Schedule of future maturities and principal payments

5 unchanged sentences

assets as compensation.

The below table represents the cryptocurrency activities during the nine months ended September 30, 2022:

The below table represents the cryptocurrency activities during the three months ended March 31, 2023:

Schedule of cryptocurrency activities

Cryptocurrency at December 31, 2022

Revenue recognized from cryptocurrency mined

Additions of cryptocurrency - sale of common stock

Proceeds from sale of cryptocurrencies

Cryptocurrency used for officer compensation

Realized gain on sale/exchange of cryptocurrencies

Cryptocurrency at September 30, 2022

Cryptocurrency at March 31, 2023

NOTE 9 – Commitments and Contingencies

Legal Contingencies

On February 8, 2022, the Company was notified of a

potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd.

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.

2 unchanged sentences

The total number of stock options being contested is 137,473 .

No additional communication

has been received related to the claims from Taylor.

NOTE 12 - Subsequent Events

On April 25, 2023, the Company

entered into a Securities Purchase Agreement (the “Promissory Note Purchase Agreement”) with an accredited investor (the “Investor”),

pursuant to which the Company sold the Investor an unsecured promissory note in the principal amount of $60,000 (the “Promissory

The Company received gross proceeds of $60,000 in consideration of issuance of the Promissory Note.

In addition, on April 26, 2023, the Company entered

into a Promissory Note Purchase Agreement with another Investor, pursuant to which the Company sold the Investor an unsecured convertible

promissory note in the principal amount of $57,502 Promissory Note.

The Company received gross proceeds of $57,502 in consideration of

issuance of the Promissory Note.

The Promissory Notes shall bear interest at a

rate of ten percent (10%) and have a maturity date of May 25, 2023 and May 26, 2023, respectively.

The Promissory Notes are convertible

into common shares of the Company beginning on the sixth-month anniversary if not repaid by the maturity date.

The Promissory Notes have

a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date.

The Investors may in their option, at any time

following the 180-day anniversary from the issuance date, as defined in the Promissory Notes, convert all or any part of the outstanding

and unpaid amount of the Promissory Notes into fully paid and non-assessable shares of Common Stock.

If the Promissory Notes are not

repaid on or prior to the maturity date, the conversion price will be $0.20 or 50% of the preceding five day VWAP on the six month anniversary,

which is lower, subject to a floor conversion price of $0.01 per share.

Furthermore, the Notes contain a “most favored nation”

provision that allows each Investor to claim any preferable terms from any future securities, excluding certain exempt issuances.

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

What changed 10-Q

Item 1. Financial Statements