What changed in this filing

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Item 1. Business

2024-04-26 compared with 2023-04-17 · 87 added, 156 removed, 3 unchanged (99% of the section changed)

We have established partnerships with third party

hosting firms, Bitcoin mining facilities for the sole purpose of mining Bitcoin.

We require financing to operate the mining of Bitcoin.

We ceased Ethereum mining operations in September 2022 when Ethereum switched its consensus protocol to proof of stake.

Our facilities

and mining platform will be operating with the primary intent of accumulating Bitcoin.

During late 2022 and early 2023 we have focused

on securing a debt facility.

We anticipate our first loan from this facility will be completed in May 2023, although we cannot provide

any assurances we will receive any capital under this facility.

This debt facility will be used to finance the purchase of BTC mining

hardware and hosting contracts which, subject to financing, we anticipate will commence between May 2023 and December 2023.

We believe we have a purchase order in place to acquire significant

high quality additional machines contingent on our ability to raise the funds to acquire such machines.

Subject to receipt of financing, we have secured

hosting contracts in the U.S and Egypt for over 540MW of hosting capacity, which will provide us the power supply to operate the 20 Exahash

of hardware we have purchased.

There are no assurances we will receive adequate

We are in the research and development stage of

exploring treasury management alternatives to increase earnings of the cryptocurrency we mine and hold.

In that regard, we may continue

to hold as well as sell Bitcoin in order to fund the purchase of Bitcoin miners and other mining equipment, to pay operational expenses

such as hosting company fees and for working capital and other general corporate purposes.

We have no holdings of, and have no current

plans to hold, any other types of digital assets other than Bitcoin.

Digital Asset Mining

Historically, we have mined Ethereum.

Moving forward,

we plan to mine Bitcoin, and may choose to mine other cryptocurrencies, by acquiring miners to solve complex cryptographic algorithms

to support the Bitcoin blockchain (in a process known as “solving a block”).

In return for solving a block, we have received

Ethereum, and when we receive our Bitcoin miners, a Bitcoin.

We intend to only mine cryptocurrencies that are not securities.

is to consult counsel prior to attempting to mine any cryptocurrency other than Bitcoin, in order to avoid inadvertently dealing in a

cryptocurrency which may be deemed a security.

We anticipate that, should we consider mining a cryptocurrency other than Bitcoin we will

seek the advice of securities counsel, and the process will include research, review and analysis of the current federal securities laws

and regulations regarding digital assets, including judicial interpretations and administrative guidance.

However, the processes employed

for determining whether particular digital assets are securities within the meaning of U.S.

federal securities laws are risk based assessments

and are not a legal standard or binding on the SEC or other regulators.

See the risk factors below.

We recognize that whether a digital

asset is a security is a complex legal issue.

For that reason, we have no plan in the foreseeable future to mine anything other than Bitcoin

and to a lesser extent Ethereum.

With respect to holding and selling the cryptocurrency

we mine, our policy is to hold what we mine until management determines that market conditions and circumstances deem selling cryptocurrency

to be advisable in the furtherance of our capital needs and objectives.

This may include, among other factors, a determination that the

cryptocurrency is overvalued at a particular price at a given time, that fiat currency is required to fund our operations, or that an

excessive quantity of the specific cryptocurrency has accumulated in our digital wallet resulting in a potential security risk.

the cryptocurrency we mine in a digital wallet using a DRFQ account, and do not have any agreements with third parties to manage or exchange

the cryptocurrency we mine and store.

Miners measure their capability in terms of processing

power, which is known as in the industry as “hashing” power.

Hashing power is measured in terms of the number of hashing algorithms

solved (or “hashes”) per second, which is the miner’s “hash rate.” Generally speaking, miners with greater

hashing power and in turn a higher hash rate relative to other miners attempting to solve a block have a higher chance of solving the

block and receiving a cryptocurrency award.

However, although newer generations of miners advertise improved energy efficiency, increasing

hash rate generally requires greater electric power, which increases the cost of solving a block and, therefore, the relative cost of

mining a cryptocurrency.

As additional miners competed for the limited supply of blocks, individuals found that they were working for

months without finding a block and receiving any reward for their mining efforts.

To address this variance, miners started organizing

into pools to share mining rewards more evenly on a pro rata basis based on total hashing capacity contributed to the mining pool.

of the date of this report, we do not participate in any pools but may do so when management believes it’s in the Company’s

best interests.

Our Mining Equipment and Material Agreements

To date, our mining hardware was obtained from

2CRSI, a French global tech group that designs and manufactures servers.

These servers were used to mine Ethereum until Ethereum switched

its consensus protocol to proof of stake.

There is an outstanding debt of $1,179,972 on the miners.

The miners have been returned to 2CRSI

upon termination of the contract and as such the Company is making no further payments against the potential balance.

No confirmation

has been received from 2CRSI and as such the balance remains outstanding on the Company’s balance sheet in the accompanying financial

We signed a revised purchase order with Katena

in October 2022.

We have paid Katena $1,250,000, of which $125,000 was returned to us as a result of delays in delivery for the supply

of mining hardware which we anticipate will be delivered by December 2023.

We believe we have 3 purchase orders in place

which we believe will secure delivery of significant high quality additional mining hardware between May 2023 and December 2023.

seeking financing to complete the order.

We have not received any financing as of the date of this report and there are no assurances

we will receive financing.

Hosting Agreements

We terminated our hosting agreement with Compute

North as Compute North went bankrupt in September 2022.

We have secured hosting services in North America

and will sign a hosting agreement for 40 MW of capacity which we anticipate to come online in May 2023 subject to receipt of financing.

We have also secured hosting services in Egypt

and will sign a hosting agreement for 500 MW of capacity which we anticipate to come online between October 2023 and March 2024, subject

to receipt of financing.

Edgemode, Inc.

(Formerly Fourth Wave Energy, Inc.)

(“we”, “our”, the “Company”) was incorporated in Nevada on January 21, 2011.

Effective January 31,

2022, the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company and EdgeMode, a Wyoming corporation

(“Edgemode Wyoming”) closed on an Agreement and Plan of Merger and Reorganization dated December 2, 2021 (the “Merger

In accordance with the Merger Agreement, FWAV Acquisition Corp.

merged with and into Edgemode Wyoming, with Edgemode

Wyoming becoming a wholly owned subsidiary of the Company.

The merger was accounted for as a reverse merger, whereby EdgeMode Wyoming

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

On June 3, 2022 the Company changed its name from Fourth

Wave Energy Inc.

to Edgemode, Inc.

Since our incorporation, the Company has attempted

to become involved in a number of business ventures, all of which, excluding Edgemode Wyoming, were unsuccessful and which have been abandoned.

Edgemode Wyoming historically mined Ethereum from late 2020 until September 2022.

Although Edgemode

Wyoming historically mined Ethereum, due to the change of Ethereum (ETH) from Proof of Work (POW) to Proof of stake (POS), the Company

terminated all rental agreements and future purchase orders related to Ethereum mining operations.

We now intend to mine Bitcoin, subject

to financing.

However, we require significant financing to commence Bitcoin mining.

Since late 2022 we have focused on securing

a debt facility.

We cannot provide any assurances we will receive any capital under a debt facility.

Any debt financing will be used to

finance the purchase of Bitcoin mining hardware and hosting contracts.

We have suspended our daily operations subject to receiving additional

There are no assurances we will receive adequate financing.

Our 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.

not currently a party to any agreement or understandings with any third parties, and there are no assurances even if our management locates

an opportunity which it believes will be in the best interests of our shareholders that we will ever consummate such a transaction.

investors should not place undue reliance on these efforts.

As stated above, at present, the Company has

no sources of revenue and has no specific business plan or purpose without significant financing.

Therefore, the Company’s business

plan is to also seek an acquisition or merger candidate (a “Business Combination”).

As a result, the Company is considered

a “blank check” or “shell” company.

See the Risk Factors beginning on page 2.

does not intend to undertake any efforts to cause a market to develop in the Company’s securities until such time as the Company

has successfully implemented its business plan and/or closed on a suitable Business Combination.

Although we have been in discussions with potential

partners or targets, we have not entered into any definitive agreements.

The evaluation and selection of a business opportunity is a complex

and uncertain process, and we have not yet identified a target operating business for acquisition.

Business opportunities that we believe

are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify

as viable for our objectives, including due to competitive forces in the marketplace beyond our control.

There is no assurance that we

will be able to locate compatible business opportunities for the Company.

See Item 1A - Risk Factors .

Human Capital/Employees

We have two full-time employees and no part-time

Our employees also serve as our officers and directors.

None of our employees are parties to any collective bargaining arrangement.

We believe our relationships with our employees

Our corporate headquarters are located in Fort

Lauderdale, Florida, consisting of approximately 1,000 square feet of office space under a monthly rental agreement.

We believe that our

existing facilities are suitable and adequate and that we have sufficient capacity to meet our current anticipated needs.

Our Recent Corporate History

Our operating subsidiary, EdgeMode, was incorporated

in the State of Wyoming in March 2020.

Prior to the closing of the acquisition of Edgemode, we were a shell company with nominal assets

and liabilities.

We believe our relationships with our employees are good.

We are incorporated under the laws of the State

of Nevada in 2011.

Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020.

Prior to the closing of

the acquisition of Edgemode, we were a shell company with nominal assets and liabilities.

Our website address is www.edgemode.io.

We have not incorporated by reference into this report the information that can

be accessed through our website and you should not consider such information to be part of this report.

After a period of regulatory uncertainty, we believe

that the Securities and Exchange Commission (“SEC”) will not claim that Bitcoin and Ethereum are securities and therefore

will not be subject to their regulation.

The SEC has been active in pursuing its regulation of other cryptocurrencies by filing lawsuits

and, more recently, administratively against a cryptocurrency that tried to register under the Securities Exchange Act of 1934 (“Exchange

Further, its new Chairman has given several speeches seeking regulatory authority over other cryptocurrencies.

Whether Congress

will enact new legislation in this area is uncertain.

However, enhanced regulation may adversely affect our future mining and other cryptocurrency

Blockchain and Bitcoin are increasingly becoming

subject to governmental regulation, both in the U.S.

and internationally.

State and local regulations also may apply to our activities

and other activities in which we may participate in the future.

Other governmental or semi-governmental regulatory bodies have shown

an interest in regulating or investigating companies engaged in the blockchain or cryptocurrency business.

For instance, the Cyber-Digital

Task Force of the U.S.

Department of Justice (the “DOJ”) published a report entitled “Cryptocurrency:

An Enforcement

Framework” in October 2020.

This report provides a comprehensive overview of the possible threats and enforcement challenges the

DOJ views as associated with the use and prevalence of cryptocurrency, as well as the regulatory and investigatory means the DOJ has at

its disposal to deal with these possible threats and challenges.

Presently, we do not believe any U.S.

regulatory body has taken any action or position adverse to our main cryptocurrency, Bitcoin, with respect to its production, sale, and

use as a medium of exchange;

however, future changes to existing regulations or entirely new regulations may affect our business in ways

it is not presently possible for us to predict with any reasonable degree of reliability.

The recent action taken in China was the final

step in that country’s evolving regulatory crackdown.

As the regulatory and legal environment evolves, we may become subject to

new laws, such as further regulation by the SEC and other agencies, which may affect our mining and other activities.

For additional discussion

regarding our belief about the potential risks existing and future regulation pose to our business, see our “ Risk Factors ” below.

Not applicable to smaller reporting companies.

However, our principal risk factors are described under “Management’s Discussion and Analysis of Financial Condition and Results

of Operations.”

Unresolved Staff Comments.

We maintain our corporate offices at 110 East

Broward Blvd, Fort Lauderdale, Florida.

We lease these premises under a monthly rental agreement at a nominal cost.

Legal Proceedings.

We are not a party to any

pending or threatened litigation.

Mine Safety Disclosures

Not applicable.

have not incorporated by reference into this report the information that can be accessed through our website and you should not consider

such information to be part of this report.

Competition and Market Conditions

We will face substantial competition in our efforts

to identify and pursue a business partner.

The primary source of competition is expected to be from other companies organized and funded

for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially

greater financial and other resources than we do.

Considering our limited financial and human resources, we are at a competitive disadvantage

compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a

Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and

individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant

difficulty obtaining a business.

We expect these conditions to persist at least until such time as the economy recovers.

Further, even

if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace

in which we decide to operate because of reduced demand and/or increased raw material costs caused by the pandemic and other economic

forces that are beyond our control.

In order for us to be attractive to a business

partner or opportunity, we may need to convince our outstanding debt holders, to convert their outstanding debt income common stock upon

the closing of any such transaction.

If any of them are unwilling to do so, our ability to close a transaction will be adversely affected.

Additionally, we are currently in the process of increasing our authorized shares of common stock.

Any such acquisition would be made

using the Company’s common stock as currency to fund such acquisition.

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

What changed 10-K

Item 1. Business