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Item 8. Financial Statements and Supplementary Data

2025-05-02 compared with 2024-04-26 · 380 added, 464 removed, 568 unchanged (60% of the section changed)

3 unchanged sentences

Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

Connsolidated Statements of Changes in Stockholders’ Equity (Deficit)

for the years ended December 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023

Consolidated Statements of Cash Flows for years ended December 31, 2024 and 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and

Stockholders of Edgemode, Inc.

To the Board of Directors and Stockholders of Edgemode, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated

balance sheets of Edgemode, Inc.

(the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations,

changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023,

and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023 in conformity

with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Edgemode,

(the Company) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’

equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and

its cash flows for each of the years in the two-year period ended December 31, 2024 in conformity with accounting principles generally

accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements

have been prepared assuming the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements,

the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2023 which

raises substantial doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described

The accompanying consolidated financial statements have been prepared

assuming the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the company has

incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2024 which raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

These consolidated financial statements are the responsibility of the

Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based

on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Critical Audit Matters

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and

(2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The critical audit matter communicated below is a matter arising from

the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate

opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Derivatives Arising from Convertible Notes

The valuation of derivative liabilities arising

from convertible notes payable represents a significant aspect of the audit due to its materiality and the complexity involved in its

These liabilities are recognized based on the fair value of embedded conversion features associated with convertible notes.

The determination of fair value necessitates intricate valuation models, incorporating various assumptions, which are inherently subjective

and involve substantial management judgment.

To form our overall opinion on the financial

statements, our audit procedures included assessing the reasonableness of key inputs used in the company’s valuation models, evaluating

the appropriateness of management's valuation methodologies and assumptions, and assessing the impact of changes in these inputs on the

fair value measurement.

We also performed sensitivity analyses to inspect the potential effects of variations in key assumptions on the

reported fair value of the derivative liabilities.

Given the significance of these liabilities

to the financial statements and the complexity inherent in their valuation, our audit required significant auditor judgment and involved

challenging evaluations of subjective inputs.

The valuation of derivative liabilities arising from convertible notes

payable represents a significant aspect of the audit due to its materiality and the complexity involved in its assessment.

These liabilities

are recognized based on the fair value of embedded conversion features associated with convertible notes.

The determination of fair value

necessitates intricate valuation models, incorporating various assumptions, which are inherently subjective and involve substantial management

To form our overall opinion on the financial statements, our audit

procedures included assessing the reasonableness of key inputs used in the company’s valuation models, evaluating the appropriateness

of management's valuation methodologies and assumptions, and assessing the impact of changes in these inputs on the fair value measurement.

Given the significance of these liabilities to the financial statements

and the complexity inherent in their valuation, our audit required significant auditor judgment and involved challenging evaluations of

subjective inputs.

/s/ M&K CPAS, PLLC

PCAOB ID 2738

We have served as the Company’s auditor since 2021.

We have served as the Company’s auditor

The Woodlands, TX

April 26, 2024

Edgemode, Inc.

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Prepaid expenses and other current assets

Prepaid hosting services

Deferred offering costs

Total current assets

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Accrued payroll

Accrued dividends

Equipment notes payable

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Derivative liabilities

Series B preferred shares liability, net

Total current liabilities

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Stockholders' deficit:

Preferred shares, $ 0.001

par value, 4,999,000

shares authorized;

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized;

zero issued and outstanding December 31, 2024 and 2023

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General and administrative expenses

Loss on sale of equipment and impairment

Loss on cryptocurrencies

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Change in fair value of derivatives

( 1,795,664 )

Loss on settlement

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$ ( 35,880,128 )

Conversion of preferred shares into common

Recapitalization of reverse merger

Common shares issued in exchange for cash

Common shares issued in exchange for cryptocurrency

Common shares issued in exchange for compensation

Common shares issued in exchange for deferred financing

Common shares cancelled pursuant to SEC Legal case

$ ( 1,593,672 )

Common shares issued for settlement of claims

Stock-based compensation

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$ ( 3,132,956 )

Common shares issued for settlement of claims

Stock-based compensation

( 1,590,059 )

Balance December 31, 2023

Balance December 31, 2023 (Restated)

$ ( 40,484,968 )

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$ ( 3,014,781 )

Adjustments to reconcile net loss to net cash provided

by (used in) operating activities:

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

Interest expense on principal default

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Change in fair value of derivative liabilities

Loss on sale of equipment and impairment

Stock-based compensation

Cryptocurrency used for compensation

Loss on cryptocurrency transactions

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Gain on settlement of liabilities

Loss on prepaid hosting termination

( 1,245,621 )

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses and other current assets – related

Cryptocurrencies - mining

Accounts payable and accrued expenses

Accrued payroll

Lease liabilities

Net cash provided by (used in)

operating activities

( 2,169,308 )

Net cash provided by operating activities

Investing Activities:

Cash acquired in acquisition

Purchase of equipment

Proceeds from sale of equipment

Proceeds from sale of cryptocurrencies

Net cash provided by investing

Purchase of cryptocurrencies

Net cash provided by (used in) investing activities

Financing Activities:

Proceeds from issuance of common shares, net of offering

Proceeds from subscription receivable

Proceeds from issuance of preferred shares, net of offering

Payments on equipment notes payable

Proceeds from notes payable

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Payments on notes payable

Net cash provided by (used in)

financing activities

Net cash used in financing activities

Net change in cash

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Supplemental Disclosures of Noncash Financing Information:

Shares issued for deferred financing

Shares issued for cryptocurrency

Conversion of preferred shares into common shares

Common shares cancelled pursuant

to SEC legal case

Convertible notes issued in exchange

for cryptocurrency

Note payable issued in exchange

for cryptocurrency

Repayment of note payable using

cryptocurrency

Cryptocurrency used to pay accrued

Cryptocurrency used to pay accounts

Convertible notes issued in exchange for cryptocurrency

Note payable issued in exchange for cryptocurrency

Repayment of note payable using cryptocurrency

Cryptocurrency used to pay accrued salaries

Cryptocurrency used to pay accounts payable

The accompanying notes are an integral part of

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to restart its mining operations.

On March 16, 2020 we acquired all of the outstanding

shares of Fourth Wave Energy, Inc., a Colorado corporation (“FWI”), for 6,200,000 restricted shares of our common stock.

March 20, 2020, shareholders owning a majority of the Company’s outstanding shares of common stock amended the Company’s Articles

of Incorporation to change the name of the Company from Pierre Corp.

to Fourth Wave Energy, Inc.

Effective January 31, 2022 (the “Effective

Time”), the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the “Acquisition

Subsidiary”) and EdgeMode, a Wyoming corporation (“EdgeMode”) closed on the previously disclosed Agreement and Plan

of Merger and Reorganization dated December 2, 2021 (the “Merger Agreement”).

In accordance with the Merger Agreement, Acquisition

Subsidiary merged with and into EdgeMode (the “Merger” or “Transaction”), with EdgeMode remaining as the surviving

entity after the Merger and becoming a wholly owned subsidiary of the Company.

In the Merger, the shares of common stock, no par value

per share, of EdgeMode issued and outstanding immediately prior to the Effective Time, represent 80% of the Company’s outstanding

common stock on a fully diluted basis (or 313,950,672 shares of common stock).

Furthermore, pursuant to the terms of the Merger the Company’s

sole shareholder of the Company’s preferred stock converted such shares into 1,000 shares of common stock.

Joseph Isaacs, the Company’s sole officer

and director resigned as an executive officer and director.

Pursuant to the terms of the Merger Mr.

Isaacs will provide services to the

Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095

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

The consulting agreement may

be terminated by the Company without cause after three months.

In addition, Mr.

Isaacs received a $ 250,000 cash bonus and the Company

entered into a contract with a company owned by Joe Isaacs to perform services for total value of $240,000.

Charlie Faulkner and Simon

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

Simultaneously with the Merger, approximately

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

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

In addition, the Company has repaid approximately

$ 988,000 of principal amount of notes.

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

The merger was accounted for as a reverse merger,

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

In accordance with the accounting treatment

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

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

The financial statements after completion of the reverse

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

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

Subsequent Events.

On June 3, 2022 the Company changed its name from

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transactions and balances have been eliminated in consolidation.

Segments Reporting

The Company manages its operations as a single

segment for the purpose of assessing performance and making operating decisions.

The Company’s Chief Operating Decision Maker (“CODM”)

is its executive management committee.

The CODM allocates resources and evaluates the performance of the Company using information about

net income from operations.

All significant operating decisions are based upon an analysis of the Company as one operating segment,

which is the same as its reporting segment.

Use of Estimates

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

Schedule of liabilities measured at fair value on recurring basis

Schedule of liabilities measured at fair value

Fair Value Measurements at December 31, 2024

Derivative liabilities

Fair Value Measurements at December 31, 2023

Derivative liabilities

The Company had no assets valued using level 1,

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

The Company had no assets or liabilities valued

using level 1, level 2, or level 3 inputs as of December 31, 2022.

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

Derivative Financial Instruments

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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.

Under current GAAP, crypto assets held by the Company are accounted

for as indefinite-lived intangible assets.

Those assets are tested for impairment annually and more frequently if events or circumstances

indicate that it is more likely than not that an asset is impaired.

If the carrying amount of the asset exceeds its fair value, an entity

is required to recognize an impairment loss and reduce the carrying amount of the asset to its fair value.

See further discussion under

Recently Accounting Pronouncements.

Fair value of the cryptocurrency award received

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

Under current GAAP, crypto assets held by the

Company are accounted for as indefinite-lived intangible assets.

Those assets are tested for impairment annually and more frequently if

events or circumstances indicate that it is more likely than not that an asset is impaired.

If the carrying amount of the asset exceeds

its fair value, an entity is required to recognize an impairment loss and reduce the carrying amount of the asset to its fair value.

further discussion under Recent Accounting Pronouncements.

Stock-Based Compensation

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Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt

- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity

(Subtopic 815-40):

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity).

reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded

conversion features being separately recognized from the host contract as compared with current GAAP.

Additionally, ASU 2020-06 affects

the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires

enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity.

ASU 2020-06 allows entities

to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning

after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted.

The Company has elected to

early adopt the provision of the ASU as of January 1, 2023 and has applied the guidance to the accounting of the convertible debt and

treatment of derivative liabilities.

In addition, there was no retrospective impact upon adoption.

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

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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.

The Company has implemented this ASU during the

year ended December 31, 2024, and determined no retrospective changes were necessary.

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

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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

earnings 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

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of additional funding being available.

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 Wyoming, the shareholders of EdgeMode received an aggregate

of 313,950,672 shares of common stock, par value $.001 per share, of the Company.

Prior to the Merger, EdgeMode Wyoming 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”).

Immediately prior to the Merger, the holders of the Series Seed Preferred stock converted the shares

into 261,438 shares of EdgeMode Wyoming common stock.

As a result of the Reverse Merger, the Company

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

Related Party Transactions

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,

which were expensed during the year ended December 31, 2022.

During the year ended December 31, 2023, the Company and Mr.

Isaacs, entered

into a settlement and release agreement whereby Mr.

Isaacs agreed to a reduction in the compensation to a total of $55,000, subject to

the Company making payments on or before May 14, 2023 and June 14, 2023.

During the year ended, December 31, 2023, the Company made total

payments in the aggregate of $ 65,000 in accordance with the terms of the settlement agreement.

During the year ended December 31, 2023, the Company

Isaacs, the former CEO of the Company, entered into a settlement and release agreement whereby Mr.

Isaacs agreed to a reduction

in the compensation to a total of $55,000, subject to the Company making payments on or before May 14, 2023 and June 14, 2023.

the year ended, December 31, 2023, the Company made total payments in the aggregate of $ 65,000 in accordance with the terms of the settlement

No additional amounts are owed to Mr.

as of December 31, 2023.

On January 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.

On January 25, 2023, the Company amended stock option grants dated January 31, 2022 to each of

Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively.

The amendment

reduces the exercise price of the options from $0.40 per share to $ 0.06 per share.

On September 12, 2022, the Company granted options

to the officers of the Company to purchase up to 153,239,206 shares of the Company’s stock, which vest upon the Company listing

its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $ 0.10 per share.

On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the

Chief Executive Officer and Chief Financial Officer of the Company, respectively.

The amendment provides for the vesting to be only upon

the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company’s

shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market.

On March 3, 2023, the Company granted to each of Charlie Faulkner and

Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options to purchase up to 77,000,000

shares of the Company’s common stock at an exercise price of $0.04 per share, exercisable for five years (the “Stock Options”).

The Stock Options shall each be a non-qualified option and shall become vested and exercisable upon the Company closing on the purchase

of at least $15 million of crypto mining equipment.

Isaacs as of December 31, 2024.

On January 25, 2023, the Company amended the 65,920,895

stock option grants dated January 31, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial

Officer of the Company, respectively.

The amendment reduces the exercise price of the options from $0.40 per share to $ 0.06 per share.

On March 3, 2023, the Company amended 153,239,206

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

Officer of the Company, respectively.

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

million of crypto mining equipment, rather than conditioned on an uplisting of the Company’s shares on the NASDAQ Global Market,

New York Stock Exchange, or another equivalent market.

On March 3, 2023, the Company granted to each

of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options

to purchase up to 77,000,000 shares of the Company’s common stock at an exercise price of $0.04 per share, exercisable for five

years (the “Stock Options”).

The Stock Options shall each be a non-qualified option and shall become vested and exercisable

upon the Company closing on the purchase of at least $15 million of crypto mining equipment.

As of December 31, 2024 and 2023 the Company owed

the executive officers of the Company $ 1,616,090 and $ 661,201 in accrued payroll for services performed, respectively.

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

Prepaid Hosting Services

Prepaid hosting services are amounts paid to

secure the use of data hosting services at a future date or continuously over one or more future periods.

When the prepaid hosting

services are eventually consumed, they are charged to expense.

As of December 31, 2022 the company had prepaid a total of $ 1,586,297 .

In January 2023, the Company was notified of the Chapter 11 bankruptcy filing of the hosting company and in January 2023 the Company

received $ 894,355

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

As a result, the Company has

expensed $ 691,942

during the year ended December 31, 2022, the remaining amount of the claim, due to the uncertainty of collectability through the

bankruptcy claim.

As of December 31, 2023, the Company has $0 of amounts recorded related to the remaining claims due to the

uncertainty of collectability.

Total depreciation expense for the year ended

December 31, 2023 and 2022, was $ 0 and $ 630,670 respectively.

During the year ended December 31, 2022, the

Company terminated all future purchase orders related to Ethereum mining equipment and related hosting services, as the Company will

focus on Bitcoin mining, and returned equipment not yet placed in service and investing in new Bitcoin mining equipment .

remaining equipment not placed in service as of December 31, 2022 has been delayed and it is unknown when or if it will be delivered

to the Company.

As a result of the delays and uncertainties, the Company recorded an impairment expense of $ 1,138,687 related

to undelivered equipment.

During the year ended December 31, 2023, the Company received refunds totaling $ 700,000 as a result of these

delays, which were recorded as other income in the accompanying statement of operations.

During the year ended December 31, 2022 the Company

recorded an impairment to cryptomining equipment in the amount of $ 1,937,061 as a result of the Company terminating the financing agreements

with the equipment manufactures.

Of the total impairment, $ 131,232 relates to assets the company disposed of due to the switch away from

Etherium mining, and the other $ 1,545,829 was related to mining equipment purchased with the Equipment Notes Payable discussed below in

The remaining $ 260,000 of impairment was related to the equipment acquired in 2020.

A portion of this equipment was sold for $ 60,000

during the year ended December 31, 2022.

During the year ended December 31, 2024 and 2023,

the executive officers of the Company advanced $ 16,725 and $ 16,000 to the Company for working capital needs.

The advances are non-interest

bearing and are due on demand.

Preferred shares

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have priority over any dividends paid with respect to the holders of our common 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 1,000

common shares.

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

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

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

As of December 31, 2022, the

Company owes $ 6,190 in accrued dividends, reflected as interest expense, and the carrying value of the Series B Preferred stock was $ 205,226 ,

net of unamortized discount of $ 7,274 .

On January 25, 2023, the Company redeemed the

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and the early redemption premium of $ 51,859 .

As of December 31, 2024, there are no shares of

the Series B preferred shares outstanding.

Common shares

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have the same voting rights and liquidation preferences.

On March 30, 2022 the Company increased its authorized

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

During the year ended December 31, 2022, the Company

issued 1,696,394 common shares for cash and cryptocurrency proceeds of $ 616,015 .

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 year ended December 31, 2022, the Company

amortized $ 44,875 of stock compensation expense related to shares issued for services pursuant to a consulting agreement entered into

As of December 31, 2022, $ 0 of unrecognized expense remains to be amortized.

During the year ended December 31, 2022, the Company

issued 4,000,000 common shares as compensation to a third party for advisory services with a fair value of $ 318,000 which was expensed

in the current period.

In addition, the Company was to pay $50,000 in cash compensation each quarter for ongoing advisory services.

As of December 31, 2022 the Company had accrued the first $50,000 that was owed.

During the year ended December 31, 2023, no additional

services were provided and the Company and the advisor agreed to settle the first $50,000 in exchange for the Company removing the Rule

144 restrictive legend.

As a result, the Company recorded a gain on settlement in the amount of $ 50,000 .

During the year ended December 31, 2022, the Company

had 13,889 of its common stock cancelled and returned to treasury as a result of the settlement of a legal case.

On September 19, 2022, the Company entered into

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providing aggregate gross proceeds to the Company of up to $ 15,000,000 (the “Maximum”).

The Purchase Agreement expires upon

the earlier of the aggregate gross proceeds from the sale of shares meeting the Maximum or December 31, 2023.

Among other limitations, unless otherwise agreed

upon by Alumni Capital, each sale of shares will be limited to 50,000 shares and further limited to no more than the number of shares

that would result in the beneficial ownership by Alumni Capital and its affiliates, at any single point in time, of more than 9.99% of

the then-outstanding shares of Common Stock.

Alumni Capital will purchase the shares of Common Stock under the Agreement at a discount

20% of the lowest traded price of the Common Stock in the five business days preceding the Company delivering notice of the required purchase

of shares to Alumni Capital.

The Purchase Agreement expired on

December 31, 2023.

In exchange for Alumni Capital entering into the

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or an applicable exemption from registration requirements.

The Purchase Agreement provides that the Company

will file a registration statement under the Securities Act covering the resale of the shares issued to Alumni Capital.

Alumni Capital’s

obligation to purchase shares of Common Stock under the Purchase Agreement is conditioned upon, among other things, the registration statement

having been declared effective by the Securities and Exchange Commission.

As of December 31, 2023, no shares have been sold

or issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 Commitment Shares.

The Commitment shares were

valued $ 0.105 per share for total value of $ 264,706 which were recorded as deferred offering costs and expensed due to the delays in the

As of December 31, 2023, no shares were sold or

issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 Commitment Shares.

The Commitment shares were valued

$ 0.105 per share for total value of $ 264,706 which were recorded as deferred offering costs and expensed due to the delays in the financing.

On March 30, 2023, the Company entered into a

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During the year ended December 31, 2023, the Company

issued a stock option grant 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.

The expected term was estimated using the simplified method for employee stock options

since the Company does not have adequate historical exercise data to estimate the expected term.

The Company used the black-scholes option

pricing model to value the options and expensed $ 24,219,306 during the year ended December 31, 2022.

During the year ended December 31,

2023, the Company amended stock option grants dated January 31, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive

amended stock option grants to purchase 85,907,990 shares of common stock dated January 31, 2022 to each of Charlie Faulkner and Simon

Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively.

The amendment reduces the exercise price

of the options from $0.40 per share to $0.06 per share.

As a result of the amendment, the Company recorded an additional $ 1,236,487 of

stock-based compensation expense based on the incremental fair value resulting from the change in exercise price.

During the year ended December 31, 2022, the Company

issued a stock option grant to purchase up to 153,239,206 shares of the Company’s common stock, which vest upon the Company listing

its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share.

The expected term was estimated using the simplified method for employee stock options since the Company does not have adequate

historical exercise data to estimate the expected term.

During the year ended December 31, 2023, the Company amended stock option grants

to purchase 153,239,206 shares of common stock dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive

Officer and Chief Financial Officer of the Company, respectively.

The amendment reduces the exercise price of the options from $0.40 per

share to $0.06 per share.

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

based on the incremental fair value resulting from the change in exercise price.

During the year ended December 31, 2022, the

Company issued a stock option grant to purchase up to 153,239,206

shares of the Company’s common stock, which vest upon the Company listing its shares on the NASDAQ Global Market, New York

Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share.

The expected term was estimated using the simplified

method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term.

On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg,

the Chief Executive Officer and Chief Financial Officer of the Company, respectively.

The amendment provides for the vesting to be only

upon the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company’s

shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market.

The amendment provides for the vesting to be only upon the closing of

the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company’s shares

on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market.

The amendment resulted in no additional incremental

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As of December 31, 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 3.75 years as of December 31, 2023.

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 December 31, 2023, the

intrinsic value for the options vested and outstanding was $ 0

respectively.

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

The weighted average remaining life of all outstanding stock options

was 2.75 years as of December 31, 2024.

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

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

As of December

31, 2024, the intrinsic value for the options vested and outstanding was $ 0 and $ 412 , respectively.

Stock Warrants

Pursuant to the reverse merger transaction, the

11,515,714 issued and outstanding warrants of the Company prior to the merger transaction remain outstanding and are shown as granted

as part of the recapitalization as described in Note 4.

Of the total recapitalized, 1,142,857 are presented as reclassified in the year

ended 2022 as they were not previously shown as outstanding in the pre-merger Edgemode, Inc.

December 31, 2021 10-K.

These warrants were

subsequently forfeited as discussed below and as such have no material impact on the financial statements.

During the year ended December 31, 2022, the Company

had 2,285,714 warrants to purchase shares of common stock forfeited as a result of the settlement of a SEC legal case.

The following table summarizes the stock warrant

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Outstanding, December 31, 2022

( 2,285,714 )

Outstanding, December 31, 2023

1 unchanged sentence

Outstanding, December 31, 2024

As of December 31, 2024, the intrinsic value for

the options vested and outstanding was $ 0 .

Notes Payable

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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.

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.

In April 2023, the Company utilized an existing

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

During the year ended December 31, 2022 the company made payments of $ 248,184 ,

of which $ 40,032 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 December, 31, 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.

In addition the Company has recorded the remaining $ 95,926 of interest

amounts owed under the agreements as of December 31, 2022 as the Company is in technical default due to lack of payments.

The balance of the loans as of December 31, 2023

is $ 1,179,972 .

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

As of December 31, 2023 the balance on the loans was $ 1,179,972 .

As of December,

31, 2024, the Company received confirmation from the vendor that it accepted the termination and that no further amounts are due under

the agreement.

As such the Company has recorded a gain on settlement of liabilities of $ 1,245,621 for the equipment note payable and amounts

recorded under accounts payable.

Convertible notes payable

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

As of December 31, 2023, the balance on the note is $ 42,262 , with a remaining unamortized discount of $ 2,280 .

In addition, on April 11, 2023, the Company

entered into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant to which the

Company sold the investor an unsecured promissory note in the principal amount of $ 56,962

(the “Convertible Note”), bears interest at a rate of 8 %,

or 22% in the event of default, and matures on April

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 December 31, 2023, the balance on the note is

with a remaining unamortized discount of $ 1,940 .

As of December 31, 2024 and 2023, the balance on the note was $ 12,262 and $ 42,262 , respectively with a remaining unamortized discount

of $ 0 as of December 31, 2024.

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

into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant to which the Company sold

the investor an unsecured promissory note in the principal amount of $ 56,962 (the “Convertible Note”), bears interest at a

rate of 8 %, or 22% in the event of default, and matures on April 11, 2024.

The Company received net proceeds of $ 50,000 in consideration

of issuance of the Convertible Note after original issue discount of $ 2,712 and legal fees of $ 4,250 .

The aggregate debt discount of $6,962

is being amortized to interest expense over the respective term of the note.

The Convertible Note is convertible into common shares of

the Company beginning on the sixth-month anniversary, at a rate of 65% 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 December 31, 2024 and 2023, the balance on the note was $ 94,439 , with a remaining unamortized discount

of $ 0 as of December 31, 2024.

On August 4, 2023, the Company entered into a

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

As of December 31, 2023, the balance on the note is

$ 99,529 , with a remaining unamortized discount of $ 5,647 .

On October 20, 2023 the Company received

notice from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note

(collectively, the “1800 Notes”) that such notes were in default.

holder has made demand for the immediate payment of the 1800 Notes of a sum representing 150% of the remaining outstanding principal

balances of the 1800 Notes in the aggregate of $250,008.99, together with accrued interest and default interest as provided for in

the 1800 Notes.

As a result of the default, the 1800 Notes became convertible into common stock and an additional $ 88,618

of principal was added to the note balance.

In addition, as a result of the default the notes became convertible at a variable rate resulting in derivative

liability accounting under ASC 815.

The fair value of the derivative on the date of default was charged directly to interest expense,

as the notes are passed due.

As of December 31, 2024 and 2023, the balance on the

note was $ 99,529 , with a remaining unamortized discount of $ 0 as of December 31, 2024.

On October 20, 2023 the Company received notice

from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the

“1800 Notes”) that such notes were in default.

The holder has made demand for the immediate payment of the 1800 Notes of a

sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,009, 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 10.

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of 130% for the period beginning on the issuance date and ending on the maturity date.

As of December 31, 2023, the balance on the note

is $ 60,000 .

As of December 31, 2024 and 2023, the balance on

the note was $ 60,000 .

The note is past due.

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

of December 31, 2023, the balance on the note is $ 57,502 .

of December 31, 2024 and 2023, the balance on the note was $ 57,502 .

The note is past due.

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

Schedule of fair value of derivative liabilities

Schedule of assumptions for derivative liabilities

As of December 31, 2024

6 unchanged sentences

Derivative liability fair value

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

of December 31, 2023

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

As of December 31, 2023

Conversion Option

Dividend Yield

Risk-free rate

Expected term

2.5-3.25 years

Exercise price

Derivative liability fair value

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2023

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 year ended December 31, 2024 and 2023:

Schedule of change in the fair value of derivative liabilities

4 unchanged sentences

Fair value as of December 31, 2023

Extinguishment due to repayment

Change in fair value of derivatives

Fair value as of December 31, 2024

The total impact of derivative liabilities recognized

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

a total gain of $ 8,081 during the year

ended December 31, 2023.

The fair value of the derivatives related to the principal default on the notes was charged directly to interest

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

The initial fair value of the outstanding warrants was charged to the change in fair value of derivatives.

a total loss of $ 1,795,664 during the year ended December 31, 2024.

The fair value of the derivatives related to the principal default

on the notes was charged directly to interest expense.

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

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

The initial fair value of the outstanding warrants was charged to the change

in fair value of derivatives.

Cryptocurrency Assets

4 unchanged sentences

The below table represents the cryptocurrency activities during the years ended December 31, 2024 and 2023:

Schedule of cryptocurrency activities

Cryptocurrency at December 31, 2021

Revenue recognized from cryptocurrency mined

Additions of cryptocurrency - sale of common stock

Sale of cryptocurrencies for cash proceeds

Cryptocurrency used for officer compensation

Realized loss on sale/exchange of cryptocurrencies

Schedule of cryptocurrency

Cryptocurrency at December 31, 2022

Additions of cryptocurrency – convertible notes

Additions of cryptocurrency – other notes

Cryptocurrency used for payment of accounts payable

Additions of cryptocurrencies – other notes

Cryptocurrency used for payment of account payable

Cryptocurrency used for payment of salaries

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Cryptocurrency at December 31, 2023

Purchases of cryptocurrency

Loss on cryptocurrency

Cryptocurrency at December 31, 2024

The cumulative tax effect at the expected rate

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( 1,206,300 )

( 1,252,700 )

Net deferred income tax assets

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provision that would be recognized under the statutory rates is as follows:

Schedule of components of income tax expense (benefit)

Schedule of component of income tax expense (benefit)

December 31, 2024

2 unchanged sentences

Non-deductible

( 5,985,900 )

Valuation allowance

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and outstanding in Note 6 above.

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.

Under the terms of the respective employment agreements

of Charles Faulkner and Simon Wajcenberg, Mr.

Faulkner and Mr.

Wajcenberg had accrued salaries of $906,229 and $819,989, respectively,

as of February 1, 2025.

On February 20, 2025, 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 at a

conversion price of $0.003 per share, 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 to 77,000,000

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 February 1, 2025.

Under the terms of the respective employment agreements

of the Company’s executive officers, Charles Faulkner and Simon Wajcenberg, as of April 2, 2025, Mr.

Faulkner and Mr.

had accrued salaries of approximately $173,110 and $130,010, respectively.

On April 2, 2025, in satisfaction of $50,000 of the accrued

salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company amended each of Mr.

Faulkner and Mr.

Wajcenberg options to purchase up

(1) 31,979,352 shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January

2022 Grants”);

(2) 76,619,303 shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10

per share (the “September 2022 Grants”) and (3) 77,000,000 shares of the Company’s common stock dated March 1, 2023

exercisable at $0.04 per share (the “2023 Grants”;

the January 2022 Grants, September 2022 Grants and the March 2023 Grants;

collectively the “Option Grants”), to reduce the exercise price of the Option Grants to $0.005 per share.

On February 27, 2025 the board of directors of

the Company adopted a resolution to amend the Company’s Articles of Incorporation 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 become effective on April 7, 2025.

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,

and 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.

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

to consent to the Charter Amendment was automatically surrendered and cancelled for no consideration following the Charter Amendment.

Effective April 7, 2025 (the “Effective

Time” or “Closing Date”), Edgemode, Inc., Synthesis Analytics Production Ltd, an England and Wales private limited company

(“SAPL”), and Adler Capital Limited, a company registered in Hong Kong, and the sole shareholder of SAPL, (“ACL”)

closed on a Share Exchange Agreement dated April 7, 2025 (the “Share Exchange” or “Transaction”).

In accordance

with the Share Exchange, SAPL agreed to transfer 100% of SAPL’s outstanding capital stock to Edgemode in exchange for 1,260,246,354

shares of Edgemode common stock, par value $0.001 per share, which represented approximately 55% of the Company’s outstanding common

stock at the Effective Time.

The Company accounted for the acquisition as an asset acquisition under ASC 805 as SAPL did not meet the

definition of a business as it did not contain a full set of integrated inputs and outputs at the time of closing.

Following the closing of the Share Exchange, Edgemode,

through SAPL, its wholly owned subsidiary, is now designing, building, and operating digital infrastructure for HPC with the goal of becoming

a leading provider of digital colocation services.

SAPL is an entity organized in 2022 under the laws of England and Wales.

change its name to EdgeMode Europe Limited.

The acquisition of SAPL has positioned us to enter

the rapidly evolving HPC hosting market in an efficient and effective manner.

The acquisition has enabled us to plan to leverage SAPL’s

existing infrastructure and expertise to meet the growing demand for data center facilities for third-party customers focused on cloud

computing as well as machine learning and artificial intelligence.

The acquisition of SAPL will enable us to become

a premier provider and operator of dedicated, purpose-built data center facilities for our third-party customers.

We believe that opportunities

for growth exist in various applications of our data centers, which is another factor as to why we decided to begin offering digital infrastructure

colocation services to third parties engaged in HPC.

Pursuant to the terms of the Share Exchange the

Edgemode board of directors increased the number of seats on the board to three members and Niclas Adler, the chief executive officer

of SAPL was appointed to fill the vacancy.

The Board further approved Edgemode to enter into an employment agreement with Dr.

Adler as Chief Technology Officer of Edgemode (the “Adler Employment Agreement”).

Pursuant to the terms of the

Adler Employment Agreement, Dr.

Adler will be paid an annual base salary of $400,000 and has been issued a five-year non-qualified stock

option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005.

Additionally, based on Dr.

time devoted to Edgemode, he will be entitled to receive a quarterly bonus of $150,000.

These terms are based on full-time engagement

and it has been agreed that Dr.

Adler will have a 50% engagement for the first three months of his employment.

The Adler Employment Agreement may be terminated

with cause at any time and, if terminated with cause, Dr.

Adler would be entitled to compensation only for the period ending with the

date of such termination.

The Adler Employment Agreement may also be terminated by Edgemode without cause upon providing Dr.

days’ prior written notice.

In the event of termination without cause, Edgemode would continue to pay Dr.

Adler his annual base

salary and any benefits for the lesser of:

(i) the balance of the term of the Adler Employment Agreement or (ii) 12 months from the date

of termination, together with any performance bonuses (as defined in the Adler Employment) which may have been earned as of the date of

Furthermore, the Company entered into a consultancy

agreement with AI Capital Mineco Limited, an affiliate of Adler, and agreed to pay the consultant a fee of $300,000, subject to the Company

receiving financing in excess of $2,000,000.

Charlie Faulkner and Simon Wajcenberg, the current

executive officers of Edgemode, remain as directors and executive officers of Edgemode.

Pursuant to the Share Exchange, Mr.

Wajcenberg entered into amendments to their Executive Employment Agreements, to increase their base salary to $400,000 per annum and

a quarterly bonus of up to $150,000 at the discretion of the Board.

Additionally, the Board approved the following stock option grants

Faulkner, Mr.

Wajcenberg, and Dmitry Strukov, a consultant to the Company:

· Faulkner an option to purchase 257,193,133 shares of common stock of the Company at an exercise price

of $0.005 per share;

· Wajcenberg an option to purchase 257,193,133 shares of common stock of the Company at an exercise price

of $0.005 per share;

· Strukov an option to purchase 128,596,567 shares of common stock of the Company at an exercise price of

On April 11, 2025, the holders of two promissory

notes issued by the Company on April 25, 2023 for $63,000 and April 26, 2023 for $60,377.10, converted the notes for 31,500,000 shares

of common stock and 30,188,550 shares of common stock, respectively.

On April 19, 2025, the Company issued 38,510,911

shares of restricted common stock to an accredited investor and received gross proceeds of $300,000.

On April 28, 2025, the Company issued 7,500,000 shares of restricted

common stock for services to be provided over three months.

On the date of issuance the shares are fully earned and non-forfeitable.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data