Edgemode, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS Edgemode, Inc. Consolidated Balance Sheets (Unaudited) September 30, 2024 December 31, 2023 ASSETS Current assets: Cash $ 5,163 $ 298 Prepaid expenses and other current assets 1,368 20,258 Total current assets 6,531 20,556 Intangible assets – cryptocurrencies 32 32 Total assets $ 6,563 $ 20,588 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 790,272 $ 721,780 Accrued payroll 1,314,539 661,201 Equipment notes payable 1,179,972 1,179,972 Notes payable 35,000 35,000 Notes payable – related parties 32,725 16,000 Convertible notes payable 323,732 342,501 Derivative liabilities 1,628,233 197,090 – Total current liabilities 5,304,473 3,153,544 Total liabilities 5,304,473 3,153,544 Commitments and contingencies – – Stockholders’ deficit: 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 390,687 390,687 Additional paid-in capital 35,371,266 35,371,266 Accumulated deficit ( 41,059,863 ) ( 38,894,909 ) Stockholders’ deficit ( 5,297,910 ) ( 3,132,956 ) Total liabilities and stockholders’ deficit $ 6,563 $ 20,588 See accompanying notes to the unaudited consolidated financial statements. 3 Edgemode, Inc. Consolidated Statements of Operations (unaudited) For the three months ended For the nine months ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Operating expenses: General and administrative expenses $ 380,738 $ 636,324 $ 1,098,156 $ 2,988,385 Loss on cryptocurrencies – 10,754 4,600 18,098 Total operating expenses 380,738 647,078 1,102,756 3,006,483 Loss from operations ( 380,738 ) ( 647,078 ) ( 1,102,756 ) ( 3,006,483 ) Other income (expense): Interest expense ( 13,493 ) ( 20,323 ) ( 56,045 ) ( 42,710 ) Penalty on redemption of Preferred B shares – – – ( 51,859 ) Other expense 50 – ( 10 ) ( 780 ) Refund of equipment deposit 275,000 – 425,000 500,000 Change in fair value of derivatives ( 1,279,091 ) – ( 1,431,143 ) – Loss on settlement – – – ( 9,975 ) Total other income (expense), net ( 1,017,534 ) ( 20,323 ) ( 1,062,198 ) 394,676 Income (loss) before provision for income taxes ( 1,398,272 ) ( 667,401 ) ( 2,164,954 ) ( 2,611,807 ) Provision for income taxes – – – – Net income (loss) $ ( 1,398,272 ) $ ( 667,401 ) $ ( 2,164,954 ) $ ( 2,611,807 ) Loss per common share - basic $ ( 0.00 ) $ 0.00 $ ( 0.01 ) $ ( 0.00 ) Loss per common share - diluted $ ( 0.00 ) $ 0.00 $ ( 0.01 ) $ ( 0.00 ) Weighted average shares outstanding – basic 390,687,459 390,687,459 390,687,459 390,564,531 Weighted average shares outstanding - diluted 390,687,459 390,687,459 390,687,459 390,564,531 See accompanying notes to the unaudited consolidated financial statements. 4 Edgemode, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) For the three and nine months ended September 30, 2024 and 2023 (Unaudited) Total Common Additional Stockholders' Common Stock Paid-In Accumulated Equity Shares Amount Capital Deficit (Deficit) Balance December 31, 2023 390,687,459 $ 390,687 $ 35,371,266 $ ( 38,894,909 ) $ ( 3,132,956 ) Net loss – – – ( 451,204 ) ( 451,204 ) Balance March 31, 2024 390,687,459 390,687 35,371,266 ( 39,346,113 ) ( 3,584,160 ) Net loss – – – ( 315,478 ) ( 315,478 ) Balance June 30, 2024 390,687,459 390,687 35,371,266 ( 39,661,591 ) ( 3,899,638 ) Net loss – – – ( 1,398,272 ) ( 1,398,272 ) Balance September 30, 2024 390,687,459 $ 390,687 $ 35,371,266 $ ( 41,059,863 ) $ ( 5,297,910 ) Balance December 31, 2022 390,437,459 $ 390,437 $ 33,896,019 $ ( 35,880,128 ) $ ( 1,593,672 ) Common shares issued for settlement of claims 250,000 250 9,725 – 9,975 Stock-based compensation – – 1,465,522 – 1,236,487 Net loss – – – ( 2,007,046 ) ( 2,007,046 ) Balance March 31, 2023 390,687,459 390,687 35,371,266 ( 37,887,174 ) ( 2,125,221 ) Net income – – – 62,640 62,640 Balance June 30, 2023 390,687,459 390,687 35,371,266 ( 37,595,499 ) ( 2,062,581 ) Net income – – – ( 667,401 ) ( 667,401 ) Balance September 30, 2023 390,687,459 $ 390,687 $ 35,371,266 $ ( 38,491,935 ) $ ( 2,062,581 ) See accompanying notes to the unaudited consolidated financial statements. 5 Edgemode, Inc. Consolidated Statements of Cash Flows (unaudited) For the nine months ended September 30, 2024 September 30, 2023 Operating Activities: Net loss $ ( 2,164,954 ) $ ( 2,611,807 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of discounts 11,231 18,290 Penalty on redemption of Preferred B shares – 51,859 Loss on settlement – 9,975 Stock-based compensation – 1,465,522 Loss on cryptocurrency transactions 4,600 18,098 Change in fair value of derivative liabilities 1,431,143 – Changes in operating assets and liabilities: Prepaid expenses and other current assets 18,890 1,166,441 Accounts payable and accrued expenses 68,492 ( 80,000 ) Accrued payroll 653,338 13,305 Net cash provided by (used in) operating activities 22,740 51,683 Investing Activities: Proceeds from sale of cryptocurrencies – 31,999 Purchase of cryptocurrencies ( 4,600 ) – Net cash provided by (used in) investing activities ( 4,600 ) 31,999 Financing Activities: Payments on preferred B shares – ( 270,549 ) Proceeds from convertible notes payable – 220,000 Proceeds from related party advances 16,725 16,000 Payments on convertible notes ( 30,000 ) ( 41,560 ) Net cash provided by (used in) financing activities ( 13,275 ) ( 76,109 ) Net change in cash 4,865 7,573 Cash - beginning of period 298 70 Cash - end of period $ 5,163 $ 7,643 Supplemental Disclosures: Interest paid $ – $ 40,032 Income taxes paid $ – $ – Supplemental Disclosures of Noncash Financing Information: Convertible notes issued in exchange for cryptocurrency $ – $ 57,502 Note payable issued in exchange for cryptocurrency $ – $ 50,142 Cryptocurrency used to pay accounts payable $ – $ 4,005 See accompanying notes to the unaudited consolidated financial statements. 6 Edgemode, Inc. Notes to the Consolidated Financial Statements (Unaudited) NOTE 1 – Basis of Presentation The accompanying unaudited interim 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 – Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Principals of consolidation The accompanying consolidated financial statements 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 Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. 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 September 30, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 1,628,233 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 197,090 The Company had no assets valued using level 1, level 2, or level 3 inputs as of September 30, 2024 or December 31, 2023. 7 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 We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, 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 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. The terms of the agreement provides that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. Providing computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur, the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant financing component in these transactions. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. 8 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”). 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 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 2023-08”). 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 permitted. 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. 9 NOTE 3 – 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 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. 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 4 – Related Party Transactions 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, 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 September 30, 2024 the total amount owed was $ 32,725 . NOTE 5 – Equity Preferred shares We are authorized to issue 5,000,000 shares of preferred stock. Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established by the Board. Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. In connection with the Transaction, the only outstanding preferred stock was converted into common stock. As of the date of this report, there are no outstanding shares of preferred stock. Series B 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%. 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. 10 Common shares The Company has authorized 950,000,000 shares 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 have the same voting rights and liquidation preferences. Stock Options 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 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 nine months ended September 30, 2024: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 398,284,669 $ 0.09 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, September 30, 2024 398,284,669 $ 0.09 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 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. Stock Warrants The following table summarizes the stock warrant activity for the nine months ended September 30, 2024: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 9,530,000 $ 0.50 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, September 30, 2024 9,530,000 $ 0.50 11 NOTE 6 – Notes Payable and Convertible Notes Payable Notes Payable 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 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, 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 the default. 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 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”). The Company received net proceeds of $ 50,000 in consideration of issuance of the April Promissory Note after original issue discount of $ 6,510 and legal fees of $ 4,250 . The aggregate debt discount of $ 10,760 is being amortized to interest expense over the respective term of the note. The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a maturity date of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023. The April Promissory Note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. 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 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 six-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 September 30, 2024, the note is in default and the balance on the note is $ 94,439 , with a remaining unamortized discount of $ 0 . 12 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 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 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. The 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 September 30, 2024, the balance on the note is $ 60,000 . The note is past due. In addition, on April 26, 2023, the Company entered into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible promissory note in the principal amount of $ 57,502 Promissory Note. The Company received gross proceeds of $ 57,502 in consideration of issuance of the Promissory Note. The Promissory Note shall bear interest at a rate of 10 % and have a maturity date of May 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 September 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. 13 NOTE 7 – Derivative Liabilities The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions: Schedule of assumptions for derivative liabilities As of September 30, 2024 Conversion Option Warrants Volatility 325.39% 246.20% Dividend Yield 0% 0% Risk-free rate 3.98% 3.66% Expected term 1 year 2.00-2.4 years Stock price $ 0.01 $ 0.01 Exercise price $ 0.00163-0.01 $ 0.5 Derivative liability fair value $ 1,567,972 $ 60,261 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of September 30, 2024 164,204,802 9,530,000 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 nine months ended September 30, 2024: Schedule of fair value of derivative liability Fair value as of December 31, 2023 $ 197,090 Fair value on the date of cash repayments ( 232,274 ) Change in fair value of derivatives 1,663,417 Fair value as of September 30, 2024 $ 1,628,233 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 $ 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 815. NOTE 8 – Cryptocurrency Assets The Company conducts various business activities using its cryptocurrency assets. The below table represents the cryptocurrency activities during the nine months ended September 30, 2024: Schedule of cryptocurrency Cryptocurrency at December 31, 2023 $ 32 Purchases of cryptocurrency 4,600 Loss on cryptocurrency ( 4,600 ) Cryptocurrency at September 30, 2024 $ 32 14 NOTE 9 – Commitments and Contingencies Legal Contingencies On February 8, 2022, the Company was notified of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. (“Taylor”). The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting. Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options which the Company believes to be cancelled. The total number of stock options being contested is 137,473 . No additional communication has been received related to the claims from Taylor. NOTE 10 – Subsequent Events On 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: Passed 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. An initial 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 with SG. 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. Wajcenberg 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 Date. 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”). Pursuant to 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 Amendment. 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. 15