What changed in this filing

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Item 1. Financial Statements

2023-11-08 compared with 2023-08-14 · 307 added, 240 removed, 380 unchanged (59% of the section changed)

2 unchanged sentences

Consolidated Balance Sheet

June 30, 2023

September 30, 2023

December 31, 2022

13 unchanged sentences

Notes payable

Notes payable – related parties

Series B preferred shares liability, net

3 unchanged sentences

Stockholders’ deficit:

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized June 30, 2023 and December 31, 2022;

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized September 30, 2023 and December 31, 2022;

none issued and outstanding

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

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

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

Additional paid-in capital

11 unchanged sentences

For the three months ended

For the six months ended

June 30, 2023

June 30, 2022

June 30, 2023

June 30, 2022

For the nine months ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Cost of revenue

11 unchanged sentences

Penalty on redemption of Preferred B shares

Other expense

Other income (expense)

Refund of equipment deposit

9 unchanged sentences

$ ( 2,382,772 )

$ ( 28,627,368 )

Loss per common share – basic

5 unchanged sentences

Edgemode, Inc.

Consolidated Statements of Stockholders’ Equity

For the six months ended June 30, 2023 and 2022

Consolidated Statements of Stockholders’

Equity (Deficit)

For the nine months ended September 30, 2023

Mezzanine Equity

13 unchanged sentences

( 2,062,581 )

Balance September 30, 2023

$ ( 38,262,900 )

$ ( 2,729,982 )

Balance December 31, 2021

15 unchanged sentences

( 31,079,284 )

Common shares issued in exchange for cash

Common shares issued for compensation

Common shares issued for deferred offering costs

Common shares cancelled pursuant to SEC legal case

( 1,182,215 )

Balance September 30, 2022

$ ( 32,261,499 )

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Cash Flows

For the six months ended

June 30, 2023

June 30, 2022

For the nine months ended

September 30, 2023

September 30, 2022

Operating Activities:

1 unchanged sentence

$ ( 28,627,368 )

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

Adjustments to reconcile net loss to net cash provided by (used in) operating

Loss on sale of equipment and impairment

21 unchanged sentences

Proceeds from issuance of common shares, net of offering costs

Proceeds from issuance of preferred share, net of offering costs

Proceeds from subscription receivables

1 unchanged sentence

Payments on equipment notes payable

Proceeds from related party advances

Proceeds from convertible notes payable

14 unchanged sentences

Conversion of preferred shares into common shares

Shares issued for deferred offering costs

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Notes to the Consolidated Financial Statements

June 30, 2023

September 30, 2023

Basis of Presentation

14 unchanged sentences

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 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.

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

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,

22 unchanged sentences

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 June 30, 2023.

The Company has no assets or liabilities valued

using level 1, level 2, or level 3 inputs as of September 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

27 unchanged sentences

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

27 unchanged sentences

will be immediately written off to operating expenses.

As of June 30, 2023, $ 264,706 of deferred offering costs were capitalized.

During the nine months ended September 30, 2023, as a result of significant delays,

$ 264,706 of deferred offering costs were expensed.

No amounts of deferred offering costs are capitalized as of September 30, 2023.

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 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

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.

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 September 30, 2023, the Company had not yet

achieved profitable operations and expects to incur further losses as it has suspended its operations until such time, if any, that the

Company receives adequate funding, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s management has also begun exploring possible opportunities for the Company involving mergers, acquisitions or other

business combination transactions in an effort to diversify our business.

The Company is not currently a party to any agreement or understandings

with any third parties, and there are no assurances even if the Company’s management locates an opportunity which it believes will

be in the best interests of the Company’s shareholders that it will ever consummate such a transaction.

Accordingly, investors should

not place undue reliance on these efforts.

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.

NOTE 4 – Related Party Transactions

5 unchanged sentences

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

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

During the nine months ended September 30, 2023, the Company

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.

During the six months ended, June 30, 2023,

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.

During the nine months ended, September

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.

No additional

amounts are owed to Mr.

Isaacs as of September 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

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.

On March 3, 2023, the board of directors of

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

Company, respectively, options to purchase up to 77,000,000 shares

of the Company’s common stock at an exercise price of $0.04 per

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

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

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

On March 3, 2023, the Company amended stock option

2 unchanged sentences

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 June 30, 2023 the Company owed the executive

officers of the Company $ 445,464 in accrued payroll for services performed.

of crypto mining equipment, rather than conditioned on an uplisting of the Company’s shares on the NASDAQ Global Market, New York

Stock Exchange, or another equivalent market.

As of September 30, 2023 the Company owed the

executive officers of the Company $ 500,464 in accrued payroll for services performed.

During the nine months ended September 30, 2023,

the executive officers of the Company advanced 16,000 to the Company for working capital needs.

The advances are non-interest bearing

and are due on demand.

NOTE 5 – Prepaid Hosting Services

9 unchanged sentences

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

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

of September 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

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.

22 unchanged sentences

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 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

The Company has authorized 950,000,000 shares

of common stock, par value of $ 0.001 , and as of September 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.

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 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 .

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.

During the nine months ended September 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 five years (the “Stock

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 September 30, 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.

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.

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

2 unchanged sentences

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 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

of crypto mining equipment, rather than conditioned on an uplisting of the Company’s 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 September 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 six months ended June 30, 2023:

Schedule of option activity

The following table summarizes the stock option

activity for the nine months ended September 30, 2023:

Schedule of stock option

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2022

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.

Outstanding, September 30, 2023

As of September 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 years as of September 30, 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

30, 2023, the intrinsic value for the options vested and outstanding was $ 0 and $ 412 , respectively.

Stock Warrants

The following table summarizes the stock warrant activity

for the six months ended June 30, 2022:

Schedule of warrant activity

The following table summarizes the stock warrant

activity for the nine months ended September 30, 2022:

Schedule of stock warrant

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2022

Outstanding, June 30, 2023

Outstanding, September 30, 2023

NOTE 7 – Notes Payable and Convertible

1 unchanged sentence

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.

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.

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

As of September 30, 2023 the loan balances and

accrued interest are $ 50,142 and $ 56,464 of the Company’s cryptocurrency assets are held as restricted by the lender.

Equipment Notes Payable

9 unchanged sentences

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

As of September 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 .

The balance of the loans as of September 30, 2023 is $ 1,179,972 .

Schedule of future maturities and principal payments

1 unchanged sentence

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.

April 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 “April Promissory Note”).

The Company received net proceeds of $ 50,000

in consideration of issuance of the April 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 April Promissory Note shall incur a one-time

interest charge of 13 %, which is added to the principal balance, has a maturity date of March 11, 2024 , and requires monthly

payments of $ 7,629 beginning on September 15, 2023.

The April 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.

In addition, upon default, the Company

must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined.

As of September 30,

2023, the balance on the note is $ 27,004 ,

with a remaining unamortized discount of $ 5,235 .

As of the date of filing, the note is in default.

See Note 10 for details.

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 “Convertible Note”), bears interest at a rate of 8 %, or 22% in the event of default, and matures on April 11, 2024 .

The Company received net proceeds of $ 50,000

in consideration of issuance of the Convertible 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 Convertible 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.

addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued

interest combined.

As of September 30, 2023, the balance on the note is $ 56,962 ,

with a remaining unamortized discount of $ 3,690 .

As of the date of filing, the note is in default.

See Note 10 for details.

April 25, 2023 Promissory Notes

On April 25, 2023, the Company entered into

a Securities 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 after original issue discount of _______.

The Promissory Note shall bear interest at a

and have a maturity date of May

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 September 30, 2023, the balance on the note is $ 60,000 .

The note is past due.

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

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 September 30, 2023, the balance on the note is $ 57,502 .

The note is past due.

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 Promissory Notes contain a “most favored

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

August 4, 2023 Promissory Notes

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”).

The Company received net proceeds of $ 60,000 in consideration of issuance of the August Promissory Note after original issue discount

of $ 7,200 and legal fees of $ 4,250 .

The aggregate debt discount of $11,450 is being amortized to interest expense over the respective term

of the note..

The August Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a

maturity date of May 24, 2024 , and requires 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.

In addition, upon default, the Company must repay an amount equal

to 150% of the then outstanding amount of principal and accrued interest combined.

As of September 30, 2023, the balance on the note is

$ 63,645 , with a remaining unamortized discount of $ 9,230 .

As of the date of filing, the note is in default.

See Note 10 for details.

NOTE 8 – Cryptocurrency Assets

3 unchanged sentences

assets as compensation.

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

The below table represents the cryptocurrency activities during the nine months ended September 30, 2023:

Schedule of cryptocurrency activities

5 unchanged sentences

Loss on cryptocurrency

Cryptocurrency at June 30, 2023

Cryptocurrency at September 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 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.

On October 20, 2023 the Company received notice

from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the

“1800 Notes”) that such notes were in default.

The holder has made demand for the immediate payment of the 1800 Notes of

a sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,008.99, together with

accrued interest and default interest as provided for in the 1800 Notes.

As a result of the default, the 1800 Notes are convertible into

common stock.

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