What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-05-21 compared with 2023-11-08 · 86 added, 116 removed, 55 unchanged (79% of the section changed)

5 unchanged sentences

The following discussion and

analysis compares our consolidated results of operations for the three months ended September 30, 2022 (the “2022 Quarter”)

with those for the three months ended September 30, 2023 (the “2023 Quarter”).

Additionally, the nine months ending September

30, 2023 and the nine months ending September 30, 2022 are referred to as the “2023 Period” and “2022 Period”

respectively.

analysis compares our consolidated results of operations for the three months ended March 31, 2024 (the “2024 Quarter”) with

those for the three months ended March 31, 2023 (the “2023 Quarter”).

Cautionary Note Regarding Forward-Looking Statements

17 unchanged sentences

forward-looking statements.

Business Overview

We are an early-stage cryptocurrency

mining company.

We have entered into agreements with third party hosting firms and Bitcoin mining facilities for the sole purpose of mining

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

We require significant financing to commence Bitcoin

During late 2022 and early 2023 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 BTC mining hardware and hosting contracts

which, subject to financing.

We have suspended our operations subject to receiving additional funding.

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.

We are 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.

Accordingly, investors should not place undue reliance

on these efforts.

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 included in our Annual Report on Form 10-K for the fiscal

year ended December 31, 2023.

Management 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.

Critical Accounting Policies and Estimates

6 unchanged sentences

accounting pronouncements and impacts, see Note 1 to the unaudited condensed consolidated financial statements.

Three Months Ended September 30, 2023 Compared

to the Three Months Ended September 30, 2022

Results of operations

We had no revenues for the

2023 Quarter compared to $1,805 for the 2022 Quarter.

The reason for the decrease was that we ceased Ethereum mining operations in September

2022 when Ethereum switched its consensus protocol to proof of stake.

We had no cost of revenues

for the 2023 Quarter compared to $6,204 for the 2022 Quarter.

The reason for the decrease was that we ceased Ethereum mining operations

in September 2022 when Ethereum switched its consensus protocol to proof of stake.

Our operating expenses for

the 2023 Quarter was $647,078 compared to $1,191,003, for the 2022 Quarter, a decrease of 46%.

In the 2023 Quarter, the Company incurred

stock-based compensation expense of $0 compared to $318,000 for the 2022 Quarter.

The stock based compensation for the 2022 Quarter was

related to the issuance of 4,000,000 share of common stock for services.

Our other expense for the

2023 Quarter was $20,323 compared to other income of $13,187 for the 2022 Quarter.

Nine Months Ended September 30, 2023 Compared

to the Nine Months Ended September 30, 2022

Three Months Ended March 31, 2024 Compared

to the Three Months Ended March 31, 2023

Results of operations

We had no revenues for the

2023 period compared to $438,042 for the 2022 Period.

The reason for the decrease was that we ceased Ethereum mining operations in September

2022 when Ethereum switched its consensus protocol to proof of stake.

We had no cost of revenues

for the 2023 Period compared to $812,882 for the 2022 Period.

The reason for the decrease was that we ceased Ethereum mining operations

in September 2022 when Ethereum switched its consensus protocol to proof of stake.

Our operating expenses for

the 2023 Period was $2,777,448 compared to $28,185,888, for the 2022 Period, a decrease of 90%.

In the 2023 period, the Company incurred

stock-based compensation expense of $1,236,487 compared to $24,582,181 for the 2022 Period.

The stock based compensation for the 2023

Period related to the difference in fair value on the amendment to outstanding options while the 2022 Period was related to vesting of

the fair value of stock options and the issuance of 4,000,000 shares.

Our other income for the

2023 Period was $394,676 compared to other expense of $66,640 for the 2022 Period.

In the 2023 period we received $500,000 related to

a refund on an equipment purchase order that was impaired during a previous period.

Subject to receiving funding,

we expect that our operating expenses will increase as we attempt to develop our new mining operations and we devote additional resources

toward new business opportunities.

However, as set forth elsewhere in this report, our ability to develop our business and achieve our

operational goals is dependent upon our ability to raise significant additional working capital.

As the availability of this capital is

unlikely and we are unable to quantify at this time the expected increases in operating expenses in future periods.

the three months ended March 31, 2024 (the “2024 Quarter”) was $336,599 compared to $1,705,525, for the three months ended

March 31, 2023 (the “2023 Quarter”), a decrease of 80%.

In the 2024 Quarter, the Company incurred stock-based compensation

expense of $0 compared to $1,236,487 for the 2023 Quarter.

The stock-based compensation for the 2023 Quarter was related to the amendment

of options to the officers of the Company.

Our other expense for the 2024 Quarter was $114,605

compared to other expense of $72,486 for the 2023 Quarter.

Other expense in the 2024 quarter was comprised of $24,420 in interest expense

and $90,185 for the loss on the change in fair value of derivative liabilities.

Other expense for the 2023 quarter was comprised of $7,274

in interest expense, $51,859 in a prepayment penalty on the redemption of our Series B Preferred shares, $9,975 from a loss on settlement

and $3,378 in other expenses.

Liquidity and Capital Resources

As of September 30, 2023

and November 08, 2023, the Company had approximately $7,600 and $350 of cash, respectively.

Our liquidity was primarily derived from debt

and equity investments from accredited investors and also from selling the crypto that we mined through September 2022.

To recommence

our operations and fund operations for the next 12 months, the Company is seeking to raise $75 million in debt facility.

have no available sources for capital and we can provide no assurances that any debt financings will be available in the future.

As of March 31, 2024 and May 21, 2024, the Company

had approximately $0 of cash on hand.

Our liquidity was primarily derived from debt and equity investments from accredited investors and

also from selling the crypto that we mined through September 2022.

To recommence our crypto operations and fund operations for the next

12 months, the Company is seeking to raise $75 million in debt facility.

We currently have no available sources of capital and we can

provide no assurances that any debt financings will be available in the future.

Additionally, the Company is (i) in default under the

1800 Notes in the sum of 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of approximately $235,000,

plus accrued interest and default interest as defined under such notes, (ii) in default under two other notes in the aggregate principal

amount of approximately $120,000 and (iii) owes a significant amount of money to its executive officers.

We have suspended our operations.

1 unchanged sentence

of operations.

As of November 08 ,

2023, we have a total of $1,616,690 of debt outstanding that is due within 12 months.

See “Subsequent Events” below.

The Company has terminated

4 unchanged sentences

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

Subsequent Events

As disclosed above under Note 10 to the financial

statements included in this report, on October 20, 2023 the Company received notice from 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.

We do not have

the ability to satisfy any of the amounts due under the 1800 Notes.

Summary of cash flows

September 30, 2023

September 30, 2022

March 31, 2024

March 31, 2023

Net cash provided by (used in) operating activities

$ (2,060,941 )

Net cash provided by investing activities

Net cash provided by (used in) financing activities

During the 2023 Period and

2022 Period, our sources and uses of cash were as follows:

During the 2024 Quarter and

the 2023 Quarter, our sources and uses of cash were as follows:

Operating Activities

During the 2023 Period, cash

provided by operating activities of $51,683 primarily resulted from the refund of prepaid hosting services, offset by the net loss of

$2,382,772 and stock-based compensation of $1,236,487.

During the 2022 Period, cash

used in operating activities of $2,060,941 primarily resulted from its net loss of $28,627,368, offset by stock-based compensation of

$24,582,181 and loss on cryptocurrency transactions of $186,716.

During the 2024 Quarter, cash used in operating

activities of $298 primarily resulted from the net loss of $451,204 offset by change in fair value of derivative liabilities of $90,185,

increases in accounts payable and accrued expenses of $60,221 and increases in accrued payroll of $300,500.

During the 2023 Quarter,

cash provided by operating activities of $281,586 primarily resulted from the refund of prepaid hosting services, offset by the net loss

of $1,788,011 and stock-based compensation of $1,236,487.

Investing Activities

Cash provided by investing

activities in the 2023 Period of $31,999 resulted from the sale of cryptocurrency assets.

The Company had no investing

activities during the 2024 Quarter.

Cash provided by investing

activities in the 2022 Period of $942,534 resulted from the $743,513 cash acquired from the reverse merger acquisition and the proceeds

of $509,997 from sale of cryptocurrency assets and proceeds of $60,000 from the sale of equipment, offset by the purchase of equipment

activities in the 2023 Quarter of $2,598 resulted from the sale of cryptocurrency assets.

Financing Activities

In the 2023 Period, cash

used in financing activities of $76,109 consisted of the repayment of Series B preferred shares of $270,549 and payments on convertible

notes of $41,560, offset by proceeds from convertible notes payable of $220,000 and proceeds from related party advances of $16,000.

In the 2022 Period, cash

provided by financing activities of $1,097,963 consisted of $724,865 in net proceeds from the issuance of common shares, $201,250 in net

proceeds from the sale of Series B preferred shares and $380,000 in proceeds from the issuance of notes payable, offset by payments on

equipment notes payable of $208,152.

The Company had no financing

activities during the 2024 Quarter.

In the 2023 Quarter, cash

used in financing activities of $270,549 consisted of the redemption of our outstanding Series B preferred shares.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

1 unchanged sentence

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 2. Management’s Discussion and Analysis