What changed in this filing

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Item 1. Financial Statements

2025-02-21 compared with 2022-08-22 · 515 added, 386 removed, 186 unchanged (83% of the section changed)

FINANCIAL STATEMENTS

(Formerly Fourth Wave Energy, Inc.)

Edgemode, Inc.

Consolidated Balance Sheets

March 31, 2022

June 30, 2024

December 31, 2023

(As Restated)

Current assets:

Subscription receivable

Prepaid expenses and other current assets

Prepaid expenses and other current assets - related party

Prepaid hosting services

Total current assets

Intangible assets – cryptocurrencies

Equipment, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable and accrued expenses

Accrued dividends

Accrued payroll

Equipment notes payable

Notes payable

Notes payable – related parties

Convertible notes payable

Derivative liabilities

Total current liabilities

Equipment notes payable, net of current

Total liabilities

Commitments and contingencies

Preferred shares of EdgeMode

Stockholders' equity:

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized;

Common shares, 950,000,000

and 500,000,000 shares

authorized March 31, 2022 and December 31, 2021, respectively, Par value $ 0.001 ;

383,808,340 and 292,179,345 shares

issued and outstanding, March 31, 2022 and December 31, 2021, respectively

Stockholders’ deficit:

Preferred shares, $ 0.001 par value, 4,999,000 shares authorized June 30, 2024 and December 31, 2023;

no ne issued and outstanding

Common shares, $ 0.001 par value, 950,000,000 shares authorized June 30, 2024 and December 31, 2023;

390,687,459 shares issued and outstanding, June 30, 2024 and December 31, 2023

Additional paid-in capital

2 unchanged sentences

( 38,894,909 )

Stockholders' equity

Total liabilities and stockholders' equity

See accompanying notes to the unaudited financial statements.

(Formerly Fourth Wave Energy, Inc.)

Stockholders’ deficit

( 3,899,638 )

( 3,132,956 )

Total liabilities and stockholders’ deficit

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

Consolidated Statements of Operations

For the three months ended

March 31, 2022

March 31, 2021

(As Restated)

Cost of revenue

For the six months ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

Operating expenses:

General and administrative expenses

Loss on cryptocurrencies

Total operating expenses

1 unchanged sentence

( 2,359,405 )

Other expense:

Other income (expense):

Interest expense

Gain (loss) on cryptocurrencies

Total other expense, net

Loss before provision for income taxes

Penalty on redemption of Preferred B shares

Other expense

Refund of equipment deposit

Change in fair value of derivatives

Loss on settlement

Total other income (expense), net

Income (loss) before provision for income taxes

( 1,944,406 )

Provision for income taxes

( 23,626,491 )

Preferred Dividends

Net loss to common shareholders

$ ( 23,626,491 )

Net income (loss)

( 1,944,406 )

3 unchanged sentences

Weighted average shares outstanding - diluted

See accompanying notes to the unaudited financial statements.

(Formerly Fourth Wave Energy, Inc.)

Consolidated Statements of Stockholders’ Equity

For the three months ended March 31, 2022 and 2021

Mezzanine Equity

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

Consolidated Statements of Stockholders’

Equity (Deficit)

For the three and six months ended June 30,

2024 and 2023

Stockholders'

Balance December 31, 2021

Balance December 31, 2023 (Restated)

$ ( 38,894,909 )

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 (As Restated)

Net Loss (As Restated)

$ ( 3,132,956 )

Balance March 31, 2024 (Restated)

( 39,346,113 )

Balance March 31, 2022 (As Restated)

( 3,584,160 )

Balance June 30, 2024 (Restated)

$ ( 39,661,591 )

$ ( 3,899,638 )

Balance December 31, 2022

Common Shares issued in exchange for cash

Preferred Shares issued in exchange for cash

Contribution of Crytocurrency from related party

$ ( 35,880,128 )

$ ( 1,593,672 )

Common shares issued for settlement of claims

Stock-based compensation

Preferred dividends

Balance March 31, 2021

( 2,007,046 )

See accompanying notes to the unaudited financial statements.

(Formerly Fourth Wave Energy, Inc.)

Statements of Cash Flows

For the three months ended

March 31, 2022

March 31, 2021

(As Restated)

( 2,007,046 )

Balance March 31, 2023 (Restated)

( 37,887,174 )

( 2,125,221 )

Balance June 30, 2023 (Restated)

$ ( 37,824,534 )

$ ( 2,062,581 )

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

Consolidated Statements of Cash Flows

For the six months ended

June 30, 2024

June 30, 2023

Operating Activities:

2 unchanged sentences

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

Amortization of discounts

Penalty on redemption of Preferred B shares

Loss on settlement

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

Cryptocurrencies - mining

Accounts payable and accrued expenses

Lease liabilities

Net cash used in operating activities

( 1,109,921 )

Accrued payroll

Net cash provided by (used in) operating activities

Investing Activities:

Cash acquired in acquisition

Purchase of equipment

Proceeds from sale of cryptocurrencies

Purchase of cryptocurrencies

Net cash provided by (used in) investing activities

Financing Activities:

Proceeds from issuance of common shares, net of offering costs

Proceeds from subscription receivables

Proceeds from issuance of preferred shares, net of offering costs

Payments on equipment notes payable

Proceeds from notes payable

Net cash provided by financing activities

Payments on preferred B shares

Proceeds from convertible notes payable

Proceeds from related party advances

Payments on convertible notes

Net cash provided by (used in) financing activities

Net change in cash

5 unchanged sentences

Supplemental Disclosures of Noncash Financing Information:

Shares issued for cryptocurrency assets

Equipment financed with notes payable

Conversion of preferred shares into common shares

Accrued dividends

Cryptocurrency assets contributed by related party

See accompanying notes to the unaudited financial statements.

Convertible notes issued in exchange for cryptocurrency

Note payable issued in exchange for cryptocurrency

Cryptocurrency used to pay accounts payable

See accompanying notes to the unaudited consolidated

financial statements.

Edgemode, Inc.

(Formerly Fourth Wave

Energy, Inc.)

Notes to the Consolidated Financial Statements

March 31, 2022

Basis of Presentation

NOTE 1 – Basis of Presentation

The accompanying unaudited interim financial statements

of Fourth Wave Energy, Inc.

(“we”, “our”, “Fourth Wave” or the “Company”) have been prepared

in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange

Commission (“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 and the annual financial statements of Edgemode filed with the SEC on

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 2021, as reported in the Form

10-K and Form 8-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.

In connection with the acquisition of FWI in March

2020, the Company entered into consulting agreements with certain founders of FWI.

The consulting agreements require the Company to collectively

pay $379,850 in consulting fees during the terms of the consulting agreements.

In March 2021 the Company agreed to sell the FWI technologies

and its business plan to GeoSolar Technologies, Inc.

a Colorado corporation (“GST”) in exchange for 10,000,000 shares of GST

common stock (the “GST Shares”), such GST Shares distributable to the Company’s shareholders.

As a part of this transaction,

the consultants agreed to release the Company from any liability for any consulting fees owed to them by the Company and return a portion

of the Company’s common stock held by such consultants.

During the year ended December 31, 2021, 4,700,000 shares of the Company's

common stock were returned to the Company and cancelled.

The technology granted to GST was carried on our balance sheet at zero value

and the shares received were also recorded at no value.

FWI was voluntarily dissolved on December 8, 2021.

The ex-dividend date, record

date and distribution date for the registered distribution of the GST Shares to the Company's shareholders, subject to FINRA clearance,

is the following:

Ex-Dividend Date:

Distribution Date:

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 owed by

Joe Isaacs to perform services for total value of $240,000.

Charlie Faulkner

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

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.

of Edgemode, Inc.

(“we”, “our”, “Edgemode” or the “Company”) have been prepared in accordance

with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission

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

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 – Restatement of Previously

Issued Consolidated Financial Statements

On September 17, 2024, the Company determined

that 5,000,000 options to purchase shares of our common stock granted to a consultant during the three months ended March 31, 2023 were

omitted from its previously issued unaudited condensed consolidated financial statements for the quarterly periods ended March 31, 2023

through September 30, 2023, originally included in our Quarterly Reports on Form 10-Q for the periods ended March 31, 2023, June 30, 2023

and September 30, 2023 (collectively, the “Interim Periods” and together with the Annual Period, the “Affected Periods”).

The Company evaluated the materiality of these

misstatements both qualitatively and quantitatively in accordance with Staff Accounting Bulletin (“SAB”) No.

99, Materiality ,

108, Considering the Effects of Prior Year Misstatements in Current Year Financial Statements , and determined

the effect of correcting these misstatements was material to the Affected Periods.

As a result of the material misstatements, the Company

has restated its consolidated financial statements for the Affected Periods in accordance with ASC 250, Accounting Changes and Error Corrections

(the “Restated Consolidated Financial Statements”).

A reconciliation from the amounts previously reported

for the Affected Periods to the restated amounts in the Restated Consolidated Financial Statements is provided for the impacted financial

statement line items below for:

(i) the consolidated balance sheet as of June 30, 2024; (ii) the consolidated statement of operations

for the six months ended June 30, 2023; (iii) the consolidated statement of changes in stockholders’ equity for the three and

six ended June 30, 2023; and (iv) the consolidated statement of cash flows for the six months ended June 30, 2023.

The amounts labeled

“Restatement Adjustments” represent the effects of the Restatement Adjustments.

The following table presents the effects of the

Restatement Adjustments on the Company’s consolidated balance sheet as of June 30, 2024 and December 31, 2023:

financial information

Balance as of June 30, 2024

As Previously

Additional paid-in capital

Accumulated deficit

$ ( 39,432,556 )

$ ( 229,035 )

$ ( 39,661,591 )

Balance as of December 31, 2023

As Previously

Additional paid-in capital

Accumulated deficit

$ ( 38,665,874 )

$ ( 229,035 )

$ ( 38,894,909 )

The following table presents the effects of the

Restatement Adjustments on the Company’s consolidated statement of operations for the six months ended June 30, 2023:

For the Six Months Ended June 30, 2023

As Previously

Operating expenses:

General and administrative expenses

Total operating expenses

Loss from operations

$ ( 2,130,370 )

$ ( 229,035 )

$ ( 2,359,405 )

Loss before provision for income taxes

$ ( 1,715,371 )

$ ( 229,035 )

$ ( 1,944,406 )

$ ( 1,715,371 )

$ ( 229,035 )

$ ( 1,944,406 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

The following table presents the effects of the

Restatement Adjustments on the Company’s consolidated statement of changes in stockholders’ equity for the three months ended

June 30, 2024 and 2023:

For the Three Months June 30, 2024

As Previously

Additional Paid in Capital

Accumulated Deficit

( 39,432,556 )

( 39,661,591 )

For the Three Months June 30, 2023

As Previously

Additional Paid in Capital

Accumulated Deficit

( 37,595,499 )

( 37,824,534 )

The following table presents the effects of the

Restatement Adjustments on the Company’s consolidated statement of cash flows for the six months ended June 30, 2023:

For the Six Months Ended June 30, 2023

As Previously

$ ( 1,715,371 )

$ ( 229,035 )

$ ( 1,944,406 )

Stock-based compensation

Net cash provided by (used in) operating activities

NOTE 3 – Summary of Significant Accounting

7 unchanged sentences

The accompanying consolidated financial statements

include the accounts of Fourth Wave Energy, Inc.

and the accounts of its 100% owned subsidiary, EdgeMode.

All intercompany transactions

and balances have been eliminated in consolidation.

include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, EdgeMode and Edgemode Mine Co UK Limited.

All intercompany

transactions and balances have been eliminated in consolidation.

Fair Value Measurements

8 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 March 31, 2022.

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 June 30, 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 June 30, 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

9 unchanged sentences

and recognizing revenue when, or as, an entity satisfies a performance obligation.

The Company has entered into digital asset

mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining

The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when

the Company provides computing power to the mining pool operator.

In exchange for providing computing power, the Company is entitled to

a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining

The Company has entered into digital asset mining

pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool.

The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the

Company provides computing power to the mining pool operator.

In exchange for providing computing power, the Company is entitled to a

fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining

pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain.

16 unchanged sentences

Fair value of the cryptocurrency award received

is determined using the closing price of the related cryptocurrency on the day of receipt.

is determined using the quoted price of the related cryptocurrency at the time of receipt.

There is currently no specific definitive guidance

4 unchanged sentences

position and results from operations.

Stock-Based Compensation

The Company accounts for equity instruments issued

to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant

to ASC 2018-07 (ASC 2018-07).

All transactions in which the consideration provided in exchange for the purchase of goods or services consists

of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the

equity instrument issued, whichever is more reliably measurable.

The measurement date of the fair value of the equity instrument issued

is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance

by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

The Company accounts for equity-based transactions

with non-employees under the provisions of ASC Topic No.

505-50, “Equity-Based Payments to Non-Employees” (“Topic No.

505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value

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

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.

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.

NOTE 3 – Restatement

Subsequent to the issuance of the March 31, 2022 consolidated financial

statements, management determined that there was an error in the number of options issued and outstanding and the related stock-based

compensation, and for the three months ended March 31, 2022.

As such, the Company is restating its consolidated financial statements for

the three months ended March 31, 2022.

Impact of Restatement

The following tables reflect the impact of the restatement adjustments

to the specific line items presented in the Company’s previously reported consolidated financial statements as of, and for the three

months ended March 31, 2022:

financial information

Consolidated Balance Sheet

March 31, 2022

As Previously Reported

Stockholders' equity:

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 4 – Restatement of Previously Issued

Unaudited Interim Condensed Consolidated Financial Statements

The following tables present the effects of the

Restatement Adjustments described in Note 2 - Restatement of Previously Issued Consolidated Financial Statements on the Company’s

unaudited interim condensed consolidated financial statements for the periods indicated.

The following tables present the effects of the

Restatement Adjustments on the Company’s unaudited interim condensed consolidated balance sheets as of the dates indicated:

Restatement schedules for interim statements

Balance as of March 31, 2024

As Previously

Additional paid-in capital

3 unchanged sentences

$ ( 39,346,113 )

Stockholders' equity

Consolidated Statement of Operations and Comprehensive Loss

Three Months Ended March 31, 2022

As Previously Reported

Operating expenses:

The following tables present the effects of the

Restatement Adjustments on the Company’s unaudited interim condensed consolidated statements of operations for the periods indicated:

For the Three Months Ended March 31, 2023

As Previously

General and administrative expenses

13 unchanged sentences

Weighted average shares outstanding - basic and diluted

Consolidated Statement of Stockholders' Deficit

March 31, 2022

As Previously Reported

The following table presents the effects of the

Restatement Adjustments on the Company’s consolidated statement of changes in stockholders’ equity for the periods indicated:

For the Three Months March 31, 2023

As Previously

Stock-based compensation

$ ( 1,778,011 )

$ ( 229,035 )

$ ( 2,007,046 )

Additional Paid in Capital

3 unchanged sentences

$ ( 37,887,174 )

Total stockholders' deficit

Consolidated Statement of Cash Flows

Three Months Ended March 31, 2022

As Previously Reported

Cash flows from operating activities:

For the Three Months March 31, 2024

As Previously

Additional Paid in Capital

Accumulated Deficit

$ ( 39,117,078 )

1 unchanged sentence

$ ( 39,346,113 )

Stock-based compensation

Net cash used in operating activities

The following tables present the effects of the

Restatement Adjustments on the Company’s unaudited interim condensed consolidated statements of cash flows for the periods indicated:

For the Three Months Ended March 31, 2023

As Previously

$ ( 1,778,011 )

$ ( 229,035 )

NOTE 4 – Going Concern

These financial statements are prepared on a going

concern basis.

The Company began operations in 2020 and incurred a cumulative loss since inception.

The Company’s ability to continue

is dependent upon management’s plan to raise additional funds and achieve profitable operations.

These matters raise substantial

doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments that might

be necessary if the Company is not able to continue as a going concern.

NOTE 5 – Reverse Merger Transaction

Pursuant to the terms of the Merger Agreement,

and in exchange for all 100% of the issued and outstanding shares of EdgeMode, EdgeMode received 313,950,672 shares of common stock, par

value $.001 per share of the Company.

Prior to the Merger, EdgeMode was authorized

to issue 300,000 shares of preferred stock with no par value per share, of which 261,438 were designated as Series Seed Preferred

Stock (“Series Seed Preferred”) which were accounted for as mezzanine equity.

Immediately prior to the Merger, the

holders of the Series Seed Preferred stock converted the shares and accrued dividends into 127,207 shares of EdgeMode common

As a result of the Reverse Merger, the Company

has acquired the following assets and liabilities which were recorded at the pre-combination carrying basis.

The assets acquired and

liabilities assumed are as follows:

Schedule of assets acquired and liabilities

January 31, 2022

Note receivable - EdgeMode

Accounts payable

Other accrued expenses

Accrued interest

Notes payable

Total identified net assets

6 – Related Party Transactions (as restated)

Pursuant to the terms of the Merger Mr.

will provide services to the Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant

to purchase up to 19,987,095 shares of the Company’s common stock, vesting in 90 days, at an exercise price of $0.40 per share.

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

In addition, Mr.

Isaacs received a $ 250,000

cash bonus and the Company entered into a contract with a company owed by Joe Isaacs to perform services for total value of $240,000.

During the three months ended March 31,

2022, the Company granted options to the officers and a consultant of the Company to purchase up to 65,920,895

shares of the Company’s stock, vesting immediately, at an exercise price of $0.40 per share.

NOTE 7 - 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.

the prepaid hosting services are eventually consumed, they are charged to expense.

As of March 31, 2022 the company

has prepaid a total of $ 1,586,297 which the

company expects to begin using during the third quarter of 2022.

Prior to the merger, the Company entered into

additional service contracts with Mr.

Isaacs, which as of March 31, 2022 had a value of $31,543 to be expense over the remaining service

NOTE 8 – Fixed Assets

Fixed assets are stated at cost and depreciated

using the straight-line method over their estimated useful lives.

When retired or otherwise disposed, the carrying value and accumulated

depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition,

is reflected in earnings.

Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed

As of March 31, 2022 and 2021 fixed assets were

made up of the following:

Schedule of fixed assets

Cryptomining equipment

Cryptomining equipment - not in service

Accumulated depreciation

$ ( 2,007,046 )

Net book value

Total depreciation expense for the three months

ended March 31, 2022 and 2021, was $ 313,883 and $ 37,105 respectively.

As of March 31, 2022 the company had $ 2,108,162

of equipment that is not yet in service.

The company expects to place the equipment into service beginning in September 2022.

9 – Equity (Restated)

The Company has authorized 500,000,000 shares

of common stock, par value of $ 0.001 , and as of March 31, 2022 has issued 383,808,340 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

Stock-based compensation

Net cash provided by (used in) operating activities

NOTE 5 – 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, 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

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 6 – Related Party Transactions

As of June 30, 2024 the Company owed the executive

officers of the Company $ 1,193,338 in accrued payroll for services performed.

During the six months ended June 30, 2024, the

executive officers of the Company advanced $ 16,725 to the Company for working capital needs.

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 demand.

As of June 30, 2024 the total amount owed was $ 32,725 .

NOTE 7 – Equity

Preferred shares

9 unchanged sentences

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

On March 26, 2020, the Company designated 1,000

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

Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company’s shareholders

or with respect to actions that may be taken by written consent.

The 1,000 shares of Series A shares have the voting power of 250% of

the outstanding common shares at the time of any vote.

The holders of the Series A shares are entitled to receive, when, as and if declared

by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing

on December 31, 2020 at the rate of $0.10 per share per year.

As part of the recapitalization, the 1,000 shares were converted into common

On March 30, 2022, the Company reduced its authorized

preferred shares from 5,000,000 to 4,999,000 shares and removed the 1,000 shares of Series A from the designation.

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 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.

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%.

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 June 30, 2024, there are no

shares of the Series B preferred shares outstanding.

Common shares

On March 30, 2022 the Company increased its authorized

common shares from 500,000,000 to 950,000,000 .

During the three months ended March 31, 2022,

the Company issued 1,574,394 common shares for cash and cryptocurrency proceeds of $ 555,014 .

In connection with the stock purchases, the

Company issued warrants to purchase 300,000 shares of common stock with an exercise price of $0.50, which expire five years from the

date of grant.

During the three months ended March 31, 2022,

the Company received $158,850 in cash proceeds from the sale of common shares that were classified as subscription receivables as of

December 31, 2021.

On November 1, 2021, the

Company entered into a four month consulting agreement for investor relation services.

Upon signing the agreement, the Company agreed

to pay the consultant 250,000 shares of common stock.

The shares were valued at $0.36 the closing price of the Company’s stock on

date of issuance for a total of $90,000, which was recorded in additional paid in capital.

During the three months ended March 31, 2022,

the Company recognized the remaining $ 44,875 of expense according to the service period of the consulting agreement.

The Company has authorized 950,000,000 shares

of common stock, par value of $ 0.001 , and as of June 30, 2024 has issued 390,687,459 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

Stock Options

During the three months ended March 31,

2022, the Company issued stock option grants to purchase up to 85,907,990

shares of the Company’s common stock, vesting immediately and in 90 days, at an exercise price of $0.40 per share.

used the black-scholes option pricing model to value the options and determined a fair value of $ 24,219,306 and expensed $ 22,341,042

during the three months ended March 31, 2022.

As of March 31, 2022, the Company has $ 849,996

of value remaining which is being disputed as discussed in Note 11 and $ 1,878,264

of remaining amortization to be expensed pursuant to the vesting terms.

As of June 30, 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

based on the timing of when the Company is able to close on a purchase of at least $15 million of crypto mining equipment as describe

above, and $ 0 of remaining amortization to expensed pursuant to the vesting terms.

The following table summarizes the stock option

activity for the three months ended March 31, 2022:

Schedule of option activity

activity for the six months ended June 30, 2024:

Schedule of stock option activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2023

Outstanding, March 31, 2022

As of March 31, 2022, the Company had 65,920,895 stock options that were exercisable

and 137,473 that are in dispute.

The weighted average remaining life of all outstanding stock options was 4.81 years as of March 31, 2022.

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 March 31, 2022, the intrinsic value

for the options vested and outstanding was $ 0 and $ 34,368 , respectively.

Outstanding, June 30, 2024

As of June 30, 2024, the Company had 90,907,990

stock options that were exercisable and 137,473 that are in dispute.

The weighted average remaining life of all outstanding stock options

was 3.25 years as of June 30, 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.

30, 2024, the intrinsic value for the options vested and outstanding was $ 0 and $ 27 , respectively.

Stock Warrants

In connection with the convertible promissory

notes issued prior to the merger, the Company issued warrants to purchase 1,230,000 shares of common stock with an exercise price of $0.50,

which expire five years from the date of grant.

The following table summarizes the stock warrant

activity for the three months ended March 31, 2022:

Schedule of warrant activity

activity for the six months ended June 30, 2024:

Schedule of stock warrant

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2023

Outstanding, March 31, 2022

Outstanding, June 30, 2024

NOTE 8 – Notes Payable and Convertible

Notes Payable

Pursuant to the merger agreement, the Company

acquire 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.

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.

The conversion and issuance of shares of the Company’s

common stock is presented as part of the recapitalization on the equity statement

Pursuant to the Company’s Agreement and

Plan of Merger and Reorganization effective January 31, 2022, 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.

Equipment Notes Payable

In February 2021, the Company entered into a financing

agreement whereby the company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 199,800 and 24 equal monthly payments of $ 32,760 .

The Company used a 15% discount rate to determine the net present value

of the loan value of $ 871,519 .

The balance of the loan as of March 31, 2022 is $ 336,266 .

In May 2021, the Company entered into a financing

agreement whereby the Company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 299,808 , the first month payment of $79,056 and 23 equal monthly payments of $ 39,528 .

The Company used a 15% discount rate

to determine the net present value of the loan value of $ 1,148,237 .

The balance of the loan as of December 31, 2021 is $ 507,663 .

In July 2021, the Company entered into a financing

agreement whereby the company agreed to purchase assets related to its crypto mining operations.

The financing agreement required a down

payment of $ 100,800 and 24 equal monthly payments of $ 15,660 .

The Company used a 15% discount rate to determine the net present value

of the loan value of $ 421,835 .

The balance of the loan as of December 31, 2021 is $ 227,270 .

The following table presents the future maturities

and principal payments of all notes payable listed above for the next five years and thereafter are as follows:

Schedule of future maturities

and principal payments

Principal Amount

In 2021, the Company entered into multiple financing

agreements whereby the company agreed to purchase assets related to its crypto mining operations.

The financing agreements required a

down payments in the aggregate of $ 600,408 and 24 equal monthly payments.

The Company used a 15% discount rate to determine the net present

value of the loan value in the aggregate of $ 2,441,591 .

During the years ended December 31, 2022 and 2021 the company made payments of

$ 248,184 and $ 1,366,860 , respectively, of which $ 40,032 and $ 217,467 was recorded as interest expense.

On July 11, 2022, the Company terminated its agreements

with the vendor for the financed equipment described above.

As of 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, 2024 is $ 1,179,972 , which

is due on demand as a result of the default.

Convertible notes payable

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.

During the six months ended June 30, 2024, the Company repaid $ 10,000 of principal on the note.

As of June 30, 2024, the note is in default

and the balance on the note is $ 32,262 , 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 1800 Diagonal Lending LLC, 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% 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 June 30, 2024, the note is in default and the balance on the note is $ 94,439 , with a remaining unamortized

discount of $ 0 .

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 June 30, 2024, the note is in default and the

balance on the note is $ 99,529 , with a remaining unamortized discount of $ 0 .

On October 20, 2023 and May 21, 2024 the Company

received notices 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 $226,230,

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 June 30, 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 June 30, 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 9 – 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 June 30, 2024

Conversion Option

Dividend Yield

Risk-free rate

Expected term

Exercise price

$0.00013-0.01

Derivative liability fair value

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 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 cash repayments

Change in fair value of derivatives

Fair value as of June 30, 2024

The total impact of derivative liabilities recognized

in the Company’s consolidated statements of operations includes the change in fair value of derivatives and derivative liabilities

settled upon cash repayments, with the Company recognizing a total loss of $ 152,052 during the six months ended June 30, 2024.

as a result of the default, all other potentially dilutive instruments must also be recorded at fair value pursuant to ASC 815.

NOTE 10 – Cryptocurrency Assets

The Company began cryptocurrency mining activities

during the year ended December 31, 2021.

In addition to mining activities, the Company conducts other business activities using its cryptocurrency

assets as compensation.

The below table represents the cryptocurrency activities during the three months ended March 31, 2022:

Schedule of cryptocurrency activities

The Company conducts various business activities

using its cryptocurrency assets.

The below table represents the cryptocurrency activities during the six months ended June 30, 2024:

Schedule of cryptocurrency

Cryptocurrency at December 31, 2023

Revenue recognized from cryptocurrency mined

Additions of cryptocurrency - sale of common stock

Proceeds from sale of cryptocurrencies

Cryptocurrency used for officer compensation

Realized gain on sale/exchange of cryptocurrencies

Cryptocurrency at March 31, 2022

Purchases of cryptocurrency

Loss on cryptocurrency

Cryptocurrency at June 30, 2024

NOTE 11 – 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 12 – Subsequent events

On May 17, 2022 the Company

sold 50,000 shares of restricted common stock to an accredited investor at a purchase price of $0.50 per share for gross proceeds of

$25,000 under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The Company did not

pay any fees or commissions.

The proceeds shall be used for working capital.

On July 5, 2024, the Company received an additional

refund of $275,000 related to prior advances made for the purchase of equipment.

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/A

Item 1. Financial Statements