What changed in this filing

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Item 1. Financial Statements

2024-05-21 compared with 2023-11-08 · 219 added, 380 removed, 307 unchanged (66% of the section changed)

1 unchanged sentence

Edgemode, Inc.

Consolidated Balance Sheet

September 30, 2023

Consolidated Balance Sheets

March 31, 2024

December 31, 2023

1 unchanged sentence

Prepaid expenses and other current assets

Prepaid hosting services

Deferred offering costs

Total current assets

4 unchanged sentences

Accrued payroll

Accrued dividends

Equipment notes payable

2 unchanged sentences

Notes payable – related parties

Series B preferred shares liability, net

Derivative liabilities

Total current liabilities

2 unchanged sentences

Stockholders’ deficit:

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

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized March 31, 2024 and December 31, 2023;

none issued and outstanding

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

Common shares, $ 0.001 par value, 950,000,000 shares authorized March 31, 2024 and December 31, 2023;

390,687,459 shares issued and outstanding, March 31, 2024 and December 31, 2023

Additional paid-in capital

11 unchanged sentences

For the three months ended

For the nine months ended

September 30, 2023

September 30, 2022

September 30, 2023

September 30, 2022

Cost of revenue

March 31, 2024

March 31, 2023

Operating expenses:

1 unchanged sentence

Loss on cryptocurrencies

Loss on sale of equipment and impairment

Total operating expenses

1 unchanged sentence

( 1,705,525 )

( 2,777,448 )

( 28,560,728 )

Other expense:

1 unchanged sentence

Penalty on redemption of Preferred B shares

Other income (expense)

Refund of equipment deposit

Other expense

Change in fair value of derivatives

Loss on settlement

Total other income (expense), net

Income (loss) before provision for income taxes

( 1,182,215 )

( 2,382,772 )

Total other expense, net

Loss before provision for income taxes

( 1,778,011 )

2 unchanged sentences

$ ( 1,778,011 )

$ ( 2,382,772 )

$ ( 28,627,368 )

Loss per common share - basic

7 unchanged sentences

Equity (Deficit)

For the nine months ended September 30, 2023

Mezzanine Equity

For the three months ended March 31, 2024 and

Stockholders'

2 unchanged sentences

$ ( 3,132,956 )

Common shares issued for settlement of claims

Stock-based compensation

( 1,778,011 )

Balance March 31, 2024

1 unchanged sentence

$ ( 3,584,160 )

Balance June 30, 2023

( 37,595,499 )

( 2,062,581 )

Balance September 30, 2023

$ ( 38,262,900 )

$ ( 2,729,982 )

Balance December 31, 2022

$ ( 35,880,128 )

Conversion of preferred shares into common

Common shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Recapitalization of reverse merger

Stock-based compensation

$ ( 1,593,672 )

( 23,626,491 )

Balance March 31, 2022

( 27,260,622 )

Recapitalization of reverse merger

Common shares issued for settlement of claims

Stock-based compensation

1 unchanged sentence

( 1,778,011 )

Balance June 30, 2022

( 31,079,284 )

Common shares issued in exchange for cash

Common shares issued for compensation

Common shares issued for deferred offering costs

Common shares cancelled pursuant to SEC legal case

( 1,182,215 )

Balance March 31, 2023

$ ( 37,658,139 )

Balance September 30, 2022

$ ( 2,125,221 )

3 unchanged sentences

Consolidated Statements of Cash Flows

For the nine months ended

September 30, 2023

September 30, 2022

For the three months ended

March 31, 2024

March 31, 2023

Operating Activities:

1 unchanged sentence

$ ( 1,778,011 )

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

Loss on sale of equipment and impairment

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

Amortization of discounts

2 unchanged sentences

Stock-based compensation

Cryptocurrency used for officer compensation

Loss on cryptocurrency transactions

Change in fair value of derivative liabilities

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses and other current assets – related parties

Cryptocurrencies - mining

Accounts payable and accrued expenses

1 unchanged sentence

Net cash provided by (used in) operating activities

( 2,060,941 )

Investing Activities:

Cash acquired in acquisition

Purchase of equipment

Proceeds from sale of equipment

Proceeds from sale of cryptocurrencies

1 unchanged sentence

Financing Activities:

Proceeds from issuance of common shares, net of offering costs

Proceeds from issuance of preferred share, net of offering costs

Proceeds from subscription receivables

Payments on preferred B shares

Payments on equipment notes payable

Proceeds from related party advances

Proceeds from convertible notes payable

Payments on convertible notes payable

Proceeds from notes payable

Net cash provided by (used in) financing activities

Net cash used in financing activities

Net change in cash

4 unchanged sentences

Income taxes paid

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

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

September 30, 2023

1 – Basis of Presentation

4 unchanged sentences

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

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

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

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

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

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

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

On March 20, 2020, shareholders owning a majority

of the Company's outstanding shares of common stock amended the Company's Articles of Incorporation to change the name of the Company

from Pierre Corp.

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.

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.

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.

Simultaneously with the Merger, approximately

$ 4,574,132 of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of

18,296,528 shares of the Company’s common stock issued to 31 former noteholders.

In addition, the Company has repaid approximately

$ 988,000 of principal amount of notes.

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

The merger was accounted for as a reverse merger,

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

In accordance with the accounting treatment

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

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

The financial statements after completion of the reverse

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

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

On June 3, 2022 the Company changed its name from

Fourth Wave Energy Inc.

to Edgemode, Inc.

Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended, as filed with the SEC.

In the opinion of management,

all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of

operations for the interim periods presented have been reflected herein.

The results of operations for our interim periods are not necessarily

indicative of the results to be expected for the full year.

Notes to the financial statements that would substantially duplicate the disclosure

contained in the audited financial statements for fiscal 2023, as reported in the Form 10-K for the fiscal year ended December 31, 2023

of the Company, have been omitted.

NOTE 2 – Summary of Significant Accounting

20 unchanged sentences

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

The Company has no assets or liabilities valued

using level 1, level 2, or level 3 inputs as of September 30, 2023.

The following fair value hierarchy tables present

information about the Company’s liabilities measured at fair value on a recurring basis:

Schedule of liabilities measured at fair value

Fair Value Measurements at March 31, 2024

Derivative liabilities

Fair Value Measurements at December 31, 2023

Derivative liabilities

The Company had no assets valued using level 1,

level 2, or level 3 inputs as of March 31, 2024 or December 31, 2023.

Derivative Financial Instruments

Derivatives are measured at their fair value on

the balance sheet.

In determining the appropriate fair value, the Company uses a binomial calculator model.

Changes in fair value are

recorded in the consolidated statements of operations.

Revenue Recognition

55 unchanged sentences

of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

Deferred Offering Costs

The Company has capitalized qualified direct costs

related to its efforts to raise capital through a sale of its common stock in a private offering.

Deferred offering costs will be deferred

until the completion of the private offering, at which time they will be reclassified to additional paid-in capital as a reduction of

the offering proceeds.

If the Company terminates the planned offering or there is a significant delay, all of the deferred offering costs

will be immediately written off to operating expenses.

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

16 unchanged sentences

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

financial statements.

In November 2023, the FASB issued ASU 2023-07,

Segment Reporting (Topic 280) :

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental

segment information on an annual and interim basis.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

The Company is currently evaluating the effect

of this pronouncement on its disclosures.

In December 2023, the FASB issued ASU 2023-08,

Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Accounting for and Disclosure of Crypto Assets (“ASU

This ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto

assets at fair value each reporting period with changes in fair value recognized in net income.

The amendments also improve the information

provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale

restrictions, and changes during the reporting period.

ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained

earning as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting

companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption

The Company is evaluating the impact that this ASU may have on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09,

Income Taxes (Topic 740) :

Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes.

This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment should be applied

on a prospective basis while retrospective application is permitted.

The Company is currently evaluating the effect of this pronouncement

on its disclosures.

NOTE 3 – Going Concern

5 unchanged sentences

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.

At March 31, 2024, 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.

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

8 unchanged sentences

NOTE 4 – Related Party Transactions

The Company’s former CEO, 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 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 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 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 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

grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer

of the Company, respectively.

The amendment provides for the vesting to be only upon the closing of the purchase of at least $15 million

of crypto mining equipment, rather than conditioned on an uplisting 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

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 return of the initial deposit and the remainder of the deposit is subject to bankruptcy claims.

As a result, the Company impaired $ 691,942 ,

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

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

As of March 31, 2024 the Company owed the executive

officers of the Company $ 961,701 in accrued payroll for services performed.

During the year ended December 31, 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

NOTE 5 – Equity

11 unchanged sentences

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

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

par value and a stated value of $1.00 per share.

The Series B Convertible Preferred Stock ranks senior to the common stock with respect

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

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

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

The Company may not, with consent of a majority of the holders

of Series B Convertible Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of

incorporation, create any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares

of Series B Convertible Preferred Stock, or liquidate or dissolve the Company.

Beginning 180 days from issuance, the Series B Convertible

Preferred Stock may be converted into common stock at a price based on 65 % of the average of the two lowest trading prices during the

15 days prior to conversion.

The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance,

subject to early redemption penalties of up to 25 %.

The Series B Convertible Preferred Stock must be redeemed by the Company 12 months

following issuance if not previously redeemed or converted.

Based on the terms of the Series B Convertible Preferred Stock, the Company

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

During the year ended December 31, 2022, the Company

entered into purchase agreements for the sale of 212,500 shares of Series B Convertible Preferred Stock with 1800 Diagonal Lending, LLC,

with $ 11,250 of proceeds being kept by the lender for legal fees, resulting in cash proceeds of $ 201,250 .

On January 25, 2023, the Company redeemed the

Preferred B shares and paid to the holder a total of $ 270,549 which included the stated value of $ 212,500 , $ 6,190 in accrued dividends

and the early redemption premium of $ 51,859 .

shares of its original 5,000,000 authorized shares of Preferred Stock as Series B Preferred Stock with a $ 0.001 par value and a stated

value of $1.00 per share.

The Series B Convertible Preferred Stock ranks senior to the common stock with respect to dividends and right

of liquidation and has no voting rights.

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

of default, the dividend rate increases to 22%.

The Company may not, with consent of a majority of the holders of Series B Convertible

Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of incorporation, create

any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares of Series B Convertible

Preferred Stock, or liquidate or dissolve the Company.

Beginning 180 days from issuance, the Series B Convertible Preferred Stock may

be converted into common stock at a price based on 65% of the average of the two lowest trading prices during the 15 days prior to conversion.

The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties

of up to 25%.

The Series B Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously

redeemed or converted.

Based on the terms of the Series B Convertible Preferred Stock, the Company determined that the preferred stock

is mandatorily redeemable and will be accounted for as a liability under ASC 480.

As of March 31, 2024, there are no shares of the Series

B preferred shares outstanding.

Common shares

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.

of common stock, par value of $ 0.001 , and as of March 31, 2024 has issued 390,687,459 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

On March 30, 2023, the Company entered into a

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

Per the terms of the settlement agreement, the Company issued 250,000 shares of common stock, and as a result the Company recorded a loss

on settlement of $ 9,975 .

Stock Options

During the nine months ended September 30,

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.

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

fair value resulting from the change in exercise price.

On March 3, 2023, the Company amended stock option

grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer

of the Company, respectively.

The amendment provides for the vesting to be only upon the closing of the purchase of at least $15 million

of crypto mining equipment, rather than conditioned on an uplisting 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

As of March 31, 2024, 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

2 unchanged sentences

The following table summarizes the stock option

activity for the nine months ended September 30, 2023:

activity for the three months ended March 31, 2024:

Schedule of stock option

1 unchanged sentence

Outstanding, December 31, 2023

Outstanding, September 30, 2023

As of September 30, 2023, the Company had 85,907,990

Outstanding, March 31, 2024

As of March 31, 2024, 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.

was 3.5 years as of March 31, 2024.

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

stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end.

As of September

31, 2024, the intrinsic value for the options vested and outstanding was $ 0 and $ 302 , respectively.

1 unchanged sentence

The following table summarizes the stock warrant

activity for the nine months ended September 30, 2022:

activity for the three months ended March 31, 2024:

Schedule of stock warrant

1 unchanged sentence

Outstanding, December 31, 2023

Outstanding, September 30, 2023

Outstanding, March 31, 2024

NOTE 6 – Notes Payable and Convertible

5 unchanged sentences

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.

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

12 unchanged sentences

balances in equipment notes payable on the Company's balance sheet.

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

Schedule of future maturities and principal payments

Principal Amount

The balance of the loans as of March 31, 2024 is $ 1,179,972 , which

is due on demand as a result of the default.

Convertible notes payable

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 .

1800 Diagonal Lending 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”).

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.

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

As of March 31, 2024, the balance on the note is $ 42,262 , with a remaining unamortized discount of $ 0 .

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

The Convertible Note is convertible into common shares of

the Company beginning on the sixth-month anniversary, at a rate of 65% average of the three of the lowest prices for the preceding 15

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 March 31, 2024, the balance on the note is $ 94,439 , with a remaining unamortized discount of $ 0 .

On August 4, 2023, the Company entered into a

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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 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

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

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

As of March 31, 2024, the balance on the note is $ 99,529 ,

with a remaining unamortized discount of $ 0 .

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

See Note 10 for details.

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 became convertible

into common stock and an additional $ 88,618 of principal was added to the note balance.

In addition, as a result of the default the notes

became convertible at a variable rate resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on

the date of default was charged directly to interest expense, as the notes are passed due.

See further discussion under Note 7.

Other Convertible 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 proceeds of $ 60,000 in consideration of issuance of the Promissory Note.

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 March 31, 2024, the balance on the note is

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 26, 2023 .

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

of March 31, 2024, 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.

On the 180-day anniversary date the resulting conversion price

is equal to $0.01 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 7 – Derivative Liabilities

The fair values of the conversion option of outstanding

convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible

notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable.

The fair value

of the derivative liabilities was estimated using a binomial model with the following assumptions:

Schedule of assumptions for derivative liabilities

As of March 31, 2024

Conversion Option

Dividend Yield

Risk-free rate

Expected term

Exercise price

Derivative liability fair value

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2024

All fair value measurements related to the derivative

liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.

The table below presents the change in the fair

value of the derivative liability during the year ended December 31, 2023:

Schedule of fair

value of derivative liability

Fair value as of December 31, 2023

Fair value on the date of issuance related to principal default

Fair value on the date of issuance related to warrants issued

Change in fair value of derivatives

Fair value as of March 31, 2024

The total impact of derivative liabilities recognized

in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing

a total gain of $ 90,185 during the three months ended March 31, 2024.

In addition, as a result of the default, all other potentially dilutive

instruments must also be recorded at fair value pursuant to ASC 815.

NOTE 8 – Cryptocurrency Assets

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assets as compensation.

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

Schedule of cryptocurrency activities

The below table represents the cryptocurrency activities during the three months ended March 31, 2024:

Schedule of cryptocurrency

Cryptocurrency at December 31, 2024

Additions of cryptocurrencies from convertible notes

Additions of cryptocurrencies from note payable

Proceeds from sale of cryptocurrencies

Cryptocurrency used for payment of accounts payable

Loss on cryptocurrency

Cryptocurrency at September 30, 2023

Cryptocurrency at March 31, 2024

NOTE 9 – Commitments and Contingencies

6 unchanged sentences

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

No additional communication

has been received related to the claims from Taylor.

NOTE 10 – Subsequent Events

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.

No additional communication has been received related to the claims from Taylor.

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