What changed in this filing

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Item 1. Financial Statements

2025-03-12 compared with 2024-08-09 · 178 added, 93 removed, 461 unchanged (37% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

June 30, 2024

September 30, 2024

December 31, 2023

16 unchanged sentences

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

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized September 30, 2024 and December 31, 2023;

none issued and outstanding

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

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

Additional paid-in capital

11 unchanged sentences

For the three months ended

For the six months ended

June 30, 2024

June 30, 2023

June 30, 2024

June 30, 2023

For the nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

Operating expenses:

4 unchanged sentences

( 1,102,756 )

( 3,006,483 )

Other income (expense):

4 unchanged sentences

Change in fair value of derivatives

( 1,279,091 )

( 1,431,143 )

Loss on settlement

Total other income (expense), net

( 1,017,534 )

( 1,062,198 )

Income (loss) before provision for income taxes

( 1,398,272 )

( 2,164,954 )

( 2,611,807 )

Provision for income taxes

1 unchanged sentence

$ ( 1,398,272 )

$ ( 667,401 )

$ ( 2,164,954 )

$ ( 2,611,807 )

Loss per common share - basic

7 unchanged sentences

Equity (Deficit)

For the three and six months ended June 30,

For the three and nine months ended September

30, 2024 and 2023

9 unchanged sentences

( 3,899,638 )

( 1,398,272 )

Balance September 30, 2024

$ ( 41,059,863 )

$ ( 5,297,910 )

Balance December 31, 2022

11 unchanged sentences

( 2,062,581 )

Balance September 30, 2023

$ ( 38,491,935 )

$ ( 2,062,581 )

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Cash Flows

For the six months ended

June 30, 2024

June 30, 2023

For the nine months ended

September 30, 2024

September 30, 2023

Operating Activities:

77 unchanged sentences

Schedule of liabilities measured at fair value

Fair Value Measurements at June 30, 2024

Fair Value Measurements at September 30, 2024

Derivative liabilities

2 unchanged sentences

The Company had no assets valued using level 1,

level 2, or level 3 inputs as of June 30, 2024 or December 31, 2023.

level 2, or level 3 inputs as of September 30, 2024 or December 31, 2023.

Derivative Financial Instruments

114 unchanged sentences

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.

At September 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.

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

business combination transactions in an effort to diversify our business.

The Company is not currently a party to any definitive 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.

investors should not place undue reliance on these efforts.

The Company’s ability to continue as a going concern is dependent upon

its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities

arising from normal business operations when they come due.

Management has no formal plan in place to address this concern.

NOTE 4 – Related Party Transactions

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.

As of September 30, 2024, the Company owed

the executive officers of the Company $ 1,314,539

in accrued payroll for services performed.

See Note 10 – Subsequent Events.

During the nine months ended September 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,

2 unchanged sentences

and are due on demand.

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

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

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 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.

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.

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 September 30, 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 June 30, 2024 has issued 390,687,459 shares of common stock.

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

All of the common shares

1 unchanged sentence

Stock Options

As of June 30, 2024, the Company has $ 22,529,707

As of September 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

2 unchanged sentences

The following table summarizes the stock option

activity for the six months ended June 30, 2024:

activity for the nine months ended September 30, 2024:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2023

Outstanding, June 30, 2024

As of June 30, 2024, the Company had 85,907,990

Outstanding, September 30, 2024

As of September 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.

was 3 years as of September 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.

As of September

30, 2024, the intrinsic value for the options vested and outstanding was $ 0 and $ 1,375 , respectively.

1 unchanged sentence

The following table summarizes the stock warrant

activity for the six months ended June 30, 2024:

activity for the nine months ended September 30, 2024:

Schedule of stock warrant

1 unchanged sentence

Outstanding, December 31, 2023

Outstanding, June 30, 2024

Outstanding, September 30, 2024

NOTE 6 – Notes Payable and Convertible

15 unchanged sentences

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.

As of September 30, 2023, 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 September 30, 2024 is $ 1,179,972 , which is due on demand as a result of

Subsequent to September 30, 2024, the Company received a debt waiver from the vendor in which they agreed to waive the debt

completely with no additional amount owed.

Convertible notes payable

11 unchanged sentences

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 .

During the nine months ended September 30, 2024, the Company repaid $ 30,000 of principal on the note.

As of September 30, 2024, the note

is in default and the balance on the note is $ 12,262 , with a remaining unamortized discount of $ 0 .

In addition, on April 11, 2023, the Company entered

7 unchanged sentences

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

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

trading days.

1 unchanged sentence

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

As of September 30, 2024, the note is in default and the balance on the note is $ 94,439 , with a remaining unamortized

discount of $ 0 .

13 unchanged sentences

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 .

As of September 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

19 unchanged sentences

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

As of September 30, 2024, the balance on the note

is $ 60,000 .

The note is past due.

6 unchanged sentences

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 .

of September 30, 2024, the balance on the note is $ 57,502 .

The note is past due.

6 unchanged sentences

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

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.

1 unchanged sentence

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:

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

As of September 30, 2024

Conversion Option

2 unchanged sentences

Expected term

2.00-2.4 years

Exercise price

1 unchanged sentence

Derivative liability fair value

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 2024

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of September 30, 2024

All fair value measurements related to the derivative

1 unchanged sentence

The table below presents the change in the fair

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

value of the derivative liability during the nine months ended September 30, 2024:

Schedule of fair value of derivative liability

2 unchanged sentences

Change in fair value of derivatives

Fair value as of June 30, 2024

Fair value as of September 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.

settled upon cash repayments, with the Company recognizing a total loss of $ 1,431,143 during the nine months ended September 30, 2024.

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

NOTE 8 – Cryptocurrency Assets

1 unchanged sentence

using its cryptocurrency assets.

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

The below table represents the cryptocurrency activities during the nine months ended September 30, 2024:

Schedule of cryptocurrency

2 unchanged sentences

Loss on cryptocurrency

Cryptocurrency at June 30, 2024

Cryptocurrency at September 30, 2024

NOTE 9 – Commitments and Contingencies

8 unchanged sentences

has been received related to the claims from Taylor.

NOTE 10 – Subsequent events

On July 5, 2024, the Company received an additional

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

10 – Subsequent Events

On January 21, 2025, the Company entered into

a Master Services Agreement with Cudo Ventures Ltd, a cloud computing company.

Under this agreement, the Company will provide Tier 3 data

center hosting infrastructure and colocation services to Cudo Ventures supporting 1 MW capacity for a term of 5 years, but can be terminated

early by either party if certain conditions are met.

the colocation space is designated for SingularityNet’s 1st modular datacenter

container from Ecoblox.

The Company will also provide optional smart hands engineering support at an hourly rate of $130 per hour, with

a 50% premium for evening and weekend services.

In consideration of the services the Company shall receive Electricity Fees:

through at a variable base cost x PUE + admin charge capped at 5%.

The minimum fee increase of 3% is waived for the first 3 years and

annual CPI increase is capped at 2% for the first 3 years and 5% for the final 2 years.

The monthly rental payable is $75,887.18.

payment of $303,548.72 to the Company was made on February 18, 2025.

The Company shall initially provide the services through Synthesis

Group AB, a company located in Sweden (“SG”) pursuant to an oral agreement.

The Company is negotiating a formal agreement

There are no assurances that the Company will complete a transaction with SG.

On February 20, 2025 (the “Effective Date”),

in full satisfaction of $769,989 of the Accrued Salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company (1) issued to each of

Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock (the “Conversion Shares”) at a conversion

price of $0.003 per share (the “Share Conversions”), and (2) amended options held by each of Mr.

Faulkner and Mr.

to (i) purchase up to 76,619,603 shares of the Company’s common stock at an exercise price of $0.10 per share, as amended on March

3, 2023 which vest upon the closing of the purchase of at least $15 million of crypto mining equipment (the “2022 Options”)

and (ii) purchase up to77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, which shall vest

upon the Company closing on the purchase of at least $15 million of crypto mining equipment (the “2023 Options”), to eliminate

the vesting requirements of the 2022 Options and 2023 options.

The 2022 Options and 2023 Options are fully vested as of the Effective

As of the date of filing, the shares owed to each of Mr.

Faulkner and Mr.

Wajcenberg have not been issued by the Company until the

Company increases its authorized shares of common stock as described below.

On February 27, 2025 the board of directors of

the Company adopted a resolution to amend the Company’s Articles of Incorporation for the Charter Amendment to increase the number

of authorized shares of common stock to 7 billion.

On March 3, 2025, shareholder approval was obtained through the written consent of

the holder of the Series C Preferred Stock.

The Charter Amendment will become effective on the date of filing of a Certificate of

Amendment to the Company’s Articles of Incorporation with the office of the Secretary of State of the State of Nevada.

The Certificate

of Amendment shall be filed 20 calendar days after the mailing of an Information Statement to the Company’s non-consenting shareholders.

On March 3, 2025, the Company filed with the Nevada

Secretary of State a Certificate of Designation of Series C Preferred Stock (the “Certificate of Designation”).

the Certificate of Designation, the Company’s Board of Directors designated a new series of the Company’s preferred stock,

the Series C Preferred Stock, par value $0.001 per share.

The Certificate of Designation authorized the Company to issue one share of

Series C Preferred Stock.

The share was issued to the Company’s Chief Executive Officer.

The Series C Preferred Stock is not convertible,

does not have any redemption, preferential dividend or liquidation rights.

Holders of Series C Preferred Stock shall only be entitled

to vote on the approval of an amendment to the Company’s Articles of Incorporation authorizing an increase in the Company’s

authorized capital stock (the “Charter Amendment”) and shall be entitled to a voting power equal to one vote more than the

total combined voting power of the Company’s common stock.

Any Series C Preferred Stock issued and outstanding on the record date

to vote and/or consent to the Charter Amendment shall be automatically surrendered and cancelled for no consideration following the Charter

Subsequent to September 30, 2024, the Company

received a debt waiver from the vendor of the equipment notes payable in which the vendor agreed to waive the debt completely with no

additional amount owed.

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