What changed in this filing

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Item 1. Financial Statements

2023-08-14 compared with 2023-05-15 · 270 added, 195 removed, 350 unchanged (57% of the section changed)

2 unchanged sentences

Consolidated Balance Sheet

March 31, 2023

June 30, 2023

December 31, 2022

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Equipment notes payable

Convertible notes payable

Notes payable

3 unchanged sentences

Commitments and contingencies

Stockholders' equity (deficit):

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

Stockholders' deficit:

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized June 30, 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

Common shares, $ 0.001 par value, 950,000,000 shares authorized June 30, 2023 and December 31, 2022;

390,687,459 and 390,437,459 shares issued and outstanding, June 30, 2023 and December 31, 2022

Additional paid-in capital

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( 35,880,128 )

Stockholders’ equity (deficit)

Stockholders’ deficit

( 2,062,581 )

( 1,593,672 )

Total liabilities and stockholders’ equity (deficit)

Total liabilities and stockholders’ deficit

See accompanying notes to the unaudited consolidated

3 unchanged sentences

For the three months ended

March 31, 2023

March 31, 2022

For the six months ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

Cost of revenue

2 unchanged sentences

Loss on cryptocurrencies

Loss on sale of equipment and impairment

Total operating expenses

2 unchanged sentences

( 2,130,370 )

( 27,365,326 )

Other expense:

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Other expense

Refund of equipment deposit

Loss on settlement

Total other expense, net

Loss before provision for income taxes

Total other income (expense), net

Income (loss) before provision for income taxes

( 3,818,662 )

( 1,715,371 )

( 27,445,153 )

Provision for income taxes

1 unchanged sentence

$ ( 1,715,371 )

$ ( 27,445,153 )

Loss per common share - basic

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Edgemode, Inc.

Consolidated Statements of Stockholders’

Equity (Deficit)

For the three months ended March 31, 2023 and

Consolidated Statements of Stockholders’ Equity

For the six months ended June 30, 2023 and 2022

Mezzanine Equity

Stockholders’

Equity/(deficit)

Balance December 31, 2022

8 unchanged sentences

( 2,125,221 )

Balance June 30, 2023

$ ( 37,595,499 )

$ ( 2,062,581 )

Balance December 31, 2021

9 unchanged sentences

( 27,260,622 )

Recapitalization of reverse merger

Stock-based compensation

( 3,818,662 )

Balance June 30, 2022

$ ( 31,079,284 )

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Cash Flows

For the three months ended

March 31, 2023

March 31, 2022

For the six months ended

June 30, 2023

June 30, 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

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Prepaid expenses and other current assets

Prepaid expenses and other current assets – related parties

Cryptocurrencies - mining

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Purchase of equipment

Proceeds from sale of equipment

Proceeds from sale of cryptocurrencies

Net cash provided by (used in) investing activities

Net cash provided by investing activities

Financing Activities:

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Payments on equipment notes payable

Proceeds from convertible notes payable

Payments on convertible notes payable

Proceeds from notes payable

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Net change in cash

5 unchanged sentences

Supplemental Disclosures of Noncash Financing Information:

Convertible notes issued in exchange for cryptocurrency

Note payable issued in exchange for cryptocurrency

Cryptocurrency used to pay accounts payable

Shares issued for cryptocurrency assets

4 unchanged sentences

Notes to the Consolidated Financial Statements

March 31, 2023

June 30, 2023

Basis of Presentation

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to Fourth Wave Energy, Inc.

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.

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, were appointed as directors and executive officers.

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

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

Charlie Faulkner and Simon Wajcenberg, the

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

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

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of principal amount of notes.

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

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

The merger was accounted for as a reverse merger,

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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

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Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

The Company has no assets or liabilities valued

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

The Company has no assets or liabilities valued using

level 1, level 2, or level 3 inputs as of June 30, 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

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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.

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

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will be immediately written off to operating expenses.

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

As of June 30, 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.

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 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

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 June 30, 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

8 unchanged sentences

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 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 per share.

The consulting

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

During the six months ended June 30, 2023, the Company and

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.

During the six months ended, June 30, 2023,

the Company made total payments in the aggregate of $ 65,000 in accordance with the terms of the settlement agreement.

No additional amounts

are owed to Mr.

Isaacs as of June 30, 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

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

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.

On March 3, 2023, the Company amended stock option

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or another equivalent market.

As of March 31, 2023 the Company owed the executive

As of June 30, 2023 the Company owed the executive

officers of the Company $ 445,464 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.

When the prepaid hosting

services are eventually consumed, they are charged to expense.

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 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 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.

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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.

of June 30, 2023, the Company has $ 0 of amounts recorded related to the remaining claims due to the uncertainty of collectability.

NOTE 6 – Equity

Preferred shares

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

preferred stock.

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

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

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

will be established by the Board.

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

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

In connection with the Transaction, the only outstanding

preferred stock was converted into common stock.

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.

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

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

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

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

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

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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 .

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

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

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

stock, par value of $ 0.001 , and as of June 30, 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.

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 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

During the six months ended June 30, 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.

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 .

30, 2023, the Company had not met the contingent vesting requirements, and as such no amounts have been expensed related to these

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.

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

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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

As of June 30, 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:

The following table summarizes the stock option activity

for the six months ended June 30, 2023:

Schedule of option activity

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Outstanding, December 31, 2022

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 4.75 years as of March 31, 2023.

Outstanding, June 30, 2023

As of June 30, 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

4.25 years as of June 30, 2023.

Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying

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Stock Warrants

The following table summarizes the stock warrant

activity for the three months ended March 31, 2022:

The following table summarizes the stock warrant activity

for the six months ended June 30, 2022:

Schedule of warrant activity

1 unchanged sentence

Outstanding, December 31, 2022

Outstanding, March 31, 2023

NOTE 7 - Notes Payable

Outstanding, June 30, 2023

NOTE 7 – Notes Payable and Convertible

Notes Payable

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.

Notes Payable

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.

In April 2023, the Company utilized an existing marginal

lending facility with SFOX, a digital assets broker.

The marginal lending facility allows the Company to borrow funds up to a maximum

aggregate amount of $ 50,000 to finance its investment activities in digital assets.

The terms of the marginal lending facility include

an interest rate on the borrowed funds of 11 % and the maximum borrowing period under the facility is 28 days, the facility can be rolled

over provided there is sufficient collateral.

The facility is secured by a pledged collateral of digital assets.

The Company is required

to maintain a collateral balance equal to 110% of the outstanding principal balance with the lender.

As of June 30, 2023 the loan balances and accrued

interest are $ 50,363 and $ 55,399 of the Company’s cryptocurrency assets are held as restricted by the lender.

Equipment Notes Payable

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$ 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 .

On July 11, 2022, the Company terminated its agreements

with the vendor for the financed equipment described above.

As of June 30, 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 June 30, 2023 is $ 1,179,972 .

Schedule of future maturities and principal payments

Principal Amount

Convertible notes payable

20, 2023 Promissory Notes

On April 11, 2023, the Company

entered into a Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC, an accredited investor, pursuant

to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,760 .

The Company received net proceeds

of $ 50,000 in consideration of issuance of the Promissory Note after original issue discount of $ 6,510 and legal fees of 4,250 .

The aggregate

debt discount of $ 10,760 is being amortized to interest expense over the respective term of the note.

The Promissory Note is convertible

into common shares of the Company upon an event of default, at a rate of 71 % of the lowest price for the preceding 20 trading days.

of June 30, 2023, the balance on the note is $ 60,760 , with a remaining unamortized discount of $ 8,190 .

In addition, on April 11,

2023, the Company entered into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant

to which the Company sold the investor an unsecured promissory note in the principal amount of $ 56,962 .

The Company received net proceeds

of $ 50,000 in consideration of issuance of the Promissory Note after original issue discount of $ 2,712 and legal fees of 4,250 .

The aggregate

debt discount of $ 6,962 is being amortized to interest expense over the respective term of the note.

The Promissory Note is convertible

into common shares of the Company beginning on the sixth-month anniversary, at a rate of 65 % of the lowest price for the preceding 15

trading days.

As of June 30, 2023, the balance on the note is $ 56,962 , with a remaining unamortized discount of $ 5,440 .

25, 2023 Promissory Notes

On April 25, 2023, the Company entered into a Securities

Purchase Agreement (the “Promissory Note Purchase Agreement”) with an accredited investor, pursuant to which the Company sold

the investor an unsecured promissory note in the principal amount of $ 60,000 .

The Company received net proceeds of $ 60,000 in consideration

of issuance of the Promissory Note.

The Promissory Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 .

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

As of June 30, 2023, the balance on the note is $ 60,000 .

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 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 .

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

As of June 30, 2023, the balance on the note is $ 57,502 .

The investor 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 Promissory Notes contain a “most favored nation”

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

NOTE 8 – Cryptocurrency Assets

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assets as compensation.

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

The below table represents the cryptocurrency activities during the six months ended June 30, 2023:

Schedule of cryptocurrency activities

Cryptocurrency at December 31, 2022

Additions of cryptocurrencies from convertible notes

Additions of cryptocurrencies from note payable

Proceeds from sale of cryptocurrencies

Cryptocurrency at March 31, 2023

Cryptocurrency used for payment of accounts payable

Loss on cryptocurrency

Cryptocurrency at June 30, 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.

5 unchanged sentences

NOTE 10 – 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.

On August 4, 2023, the Company entered into a Securities

Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company sold the investor an unsecured

original issuance discount promissory note in the principal amount of $71,450 (the “August Promissory Note”).

received net proceeds of $60,000 in consideration of issuance of the August Promissory Note.

The August Promissory Note shall incur a

one-time interest charge of 13%, which is added to the principal balance, have a maturity date of May 24, 2024, and require monthly payments

of $8,971 beginning on September 15, 2023.

The August Promissory Note is convertible into common shares of the Company at any time following

an event of default at a rate of 71% of the lowest trading price of the Company’s common stock during the twenty prior trading days.

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