What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-15 compared with 2025-03-12 · 408 added, 363 removed, 276 unchanged (74% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30, 2024

March 31, 2025

December 31, 2024

3 unchanged sentences

Intangible assets – cryptocurrencies

Unsecured advances

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Accrued payroll

Equipment notes payable

Convertible notes payable

Notes payable

Notes payable – related parties

Convertible notes payable

Customer deposit - current

Share purchase liability

Derivative liabilities

Total current liabilities

Customer deposit

Total liabilities

1 unchanged sentence

Stockholders’ deficit:

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

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized March 31, 2025 and December 31, 2024;

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

Common shares, $ 0.001 par value, 950,000,000 shares authorized March 31, 2025 and December 31, 2024;

390,687,459 shares issued and outstanding, March 31, 2025 and December 31, 2024

Additional paid-in capital

11 unchanged sentences

For the three months ended

For the nine months ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Operating expenses:

4 unchanged sentences

( 22,115,141 )

( 3,006,483 )

Other income (expense):

Interest expense

Penalty on redemption of Preferred B shares

Other expense:

Refund of equipment deposit

Interest expense

Change in fair value of derivatives

( 1,279,091 )

( 1,431,143 )

Loss on settlement

Total other income (expense), net

( 1,017,534 )

( 1,062,198 )

Income (loss) before provision for income taxes

( 1,398,272 )

( 2,164,954 )

Total other expense, net

Loss before provision for income taxes

( 20,872,081 )

Provision for income taxes

Net income (loss)

$ ( 20,872,081 )

$ ( 451,204 )

$ ( 2,164,954 )

$ ( 2,611,807 )

Loss per common share - basic

6 unchanged sentences

Consolidated Statements of Stockholders’

Equity (Deficit)

For the three and nine months ended September

30, 2024 and 2023

For the three months ended March 31, 2025 and

Stockholders'

2 unchanged sentences

$ ( 4,723,015 )

Balance March 31, 2024

( 39,346,113 )

( 3,584,160 )

Balance June 30, 2024

( 39,661,591 )

( 3,899,638 )

( 1,398,272 )

Balance September 30, 2024

$ ( 41,059,863 )

$ ( 5,297,910 )

Balance December 31, 2022

$ ( 35,880,128 )

$ ( 1,593,672 )

Common shares issued for settlement of claims

Stock-based compensation

4 unchanged sentences

$ ( 3,915,385 )

Balance June 30, 2023

Balance December 31, 2023

$ ( 38,894,909 )

$ ( 3,132,956 )

Balance September 30, 2023

Balance March 31, 2024

$ ( 39,346,113 )

4 unchanged sentences

Consolidated Statements of Cash Flows

For the nine months ended

September 30, 2024

September 30, 2023

For the three months ended

March 31, 2025

March 31, 2024

Operating Activities:

2 unchanged sentences

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

Amortization of discounts

Penalty on redemption of Preferred B shares

Loss on settlement

Stock-based compensation

Loss on cryptocurrency transactions

Change in fair value of cryptocurrencies

Change in fair value of derivative liabilities

( 1,254,247 )

Changes in operating assets and liabilities:

2 unchanged sentences

Accrued payroll

Customer deposit

Net cash provided by (used in) operating activities

Investing Activities:

Proceeds from sale of cryptocurrencies

Purchase of cryptocurrencies

Net cash provided by (used in) investing activities

Advance of unsecured funds in connection with proposed business acquisition

Net cash used in investing activities

Financing Activities:

Payments on preferred B shares

Proceeds from convertible notes payable

Proceeds from related party advances

Payments on convertible notes

Net cash provided by (used in) financing activities

Proceeds from sale of common shares not yet issued

Repayment of related party advances

Net cash provided by financing activities

Net change in cash

4 unchanged sentences

Income taxes paid

Supplemental Disclosures of Noncash Financing Information:

Convertible notes issued in exchange for cryptocurrency

Note payable issued in exchange for cryptocurrency

Cryptocurrency used to pay accounts payable

See accompanying notes to the unaudited consolidated

8 unchanged sentences

(“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.

Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 2024, as reported in the Form 10-K for the fiscal year ended December 31, 2024 of the Company,

have been omitted.

NOTE 2 – Summary of Significant Accounting

10 unchanged sentences

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.

The Company will continue to evaluate for segments as it expands its operations.

Fair Value Measurements

11 unchanged sentences

Schedule of liabilities measured at fair value

Fair Value Measurements at September 30, 2024

Fair Value Measurements at March 31, 2025

Derivative liabilities

2 unchanged sentences

The Company had no assets valued using level 1,

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

level 2, or level 3 inputs as of March 31, 2025 or December 31, 2024.

Derivative Financial Instruments

15 unchanged sentences

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

The Company has entered into digital asset mining

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

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.

Our High Performance Computing (“HPC”)

hosting operations will generate revenue by providing colocation, cloud, and connectivity services to customers in exchange for a fee.

The HPC hosting operation provides colocation, facilities operations, security, and other services to third-party HPC customers to support

workloads for machine learning and artificial intelligence.

The Company has not yet generated any revenue as of March 31, 2025.

Stock-Based Compensation

8 unchanged sentences

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

The Company accounts for equity-based transactions

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

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

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

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

Long-Lived Assets – Cryptocurrencies

We account for our cryptocurrencies, intangible

assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards

Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for

the Impairment or Disposal of Long-Lived Assets.

ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration

given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable.

Our cryptocurrencies are deemed to have an indefinite useful life;

therefore amounts are not amortized, but rather are assessed for impairment

as further discussed in our impairment policy.

Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized

over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision

to the remaining period of amortization.

If the estimate of useful life is changed the remaining carrying amount of the intangible asset

is amortized prospectively over the revised remaining useful life.

Costs of internally developing, maintaining, or restoring intangible

assets are recognized as an expense when incurred.

Reclassifications

Certain reclassifications have been made to our

prior year’s consolidated financial statements to conform to our current year presentation.

These reclassifications had no effect

on our previously reported results of operations or accumulated deficit.

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,

9 unchanged sentences

companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption

The Company is evaluating the impact that this ASU may have on its consolidated financial statements.

The Company adopted the standard effective January 1, 2025.

As a result of the de minimis balances of cryptocurrencies

held as of December 31, 2024 and the current fair value as of March 31, 2025, the Company recorded all changes in fair value in the current

period with no cumulative effect on the opening balance of retained earnings.

In December 2023, the FASB issued ASU 2023-09,

4 unchanged sentences

on a prospective basis while retrospective application is permitted.

The Company adopted this standard effective January 1, 2025, which

did not have a material impact on the Company’s condensed consolidated financial statements.

In November 2024, the FASB issued ASU

2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying

the Effective Date (“ASU 2025-01”).

The amendments are intended to enhance disclosures regarding an entity’s

costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items.

amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal

years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the effect of this pronouncement

7 unchanged sentences

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.

investors should not place undue reliance on these efforts.

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

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

arising from normal business operations when they come due.

At March 31, 2025, 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.

Subsequent Events.” 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.

During the three months ended March 31, 2025,

in satisfaction of $ 769,989 of the accrued salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company (1) agreed to issue to each

of Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock at a conversion price 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.

As the shares have not been issued as of March 31, 2025, the Company has not recorded

the settlement of the liability and the accrued salary remains outstanding.

As a result of the removal of the vesting conditions on the

outstanding options, the Company recorded $ 21,679,711 in stock based compensation during the three months ending March 31, 2025.

As of March 31, 2025 and December 31, 2024

the Company owed the executive officers of the Company $ 1,817,951 and $ 1,616,090 in accrued payroll for services performed.

As of March 31, 2025 and December 31, 2024, the

Company owed the executive officers $ 22,825 and $ 32,725 , respectively, for working capital advances.

The advances are non-interest bearing

and are due on demand.

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

During the three months ending March 31, 2025, the Company repaid $ 9,900 of the amounts owed.

NOTE 5 – Unsecured advances

During the three months ended March 31,

2025, the Company advanced $ 183,000

of cash for working capital needs to Synthesis Analytics Production Ltd.

The advances are unsecured and bear no interest.

loans were made in connection with the acquisition of the outstanding shares of SAPL for the purpose of financing the buildout of

the HPC facility owned by SAPL.

See “Note 11.

Subsequent Events” for details on the closing of the acquisition.

NOTE 6 – 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.

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.

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

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 Charter Amendment (as defined below), the only outstanding preferred stock was converted into common stock.

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

On July 19, 2022, the Company designated 1,000,000

4 unchanged sentences

The Series B Convertible Preferred Stock has an 8 % cumulative annual dividend.

In the event of

default, the dividend rate increases to 22%.

The Company may not, with consent of a majority of the holders of Series B Convertible Preferred

Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of incorporation, create any other

class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares of Series B Convertible Preferred

Stock, or liquidate or dissolve the Company.

Beginning 180 days from issuance, the Series B Convertible Preferred Stock may be converted

into common stock at a price based on 65% of the average of the two lowest trading prices during the 15 days prior to conversion.

Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties

of default, the dividend rate increases to 22%.

The Company may not, without 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%.

3 unchanged sentences

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.

As of March 31, 2025, there are no shares of the Series

B Convertible Preferred Stock outstanding.

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.

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.

As of March 31, 2025, the Company has authorized

950,000,000 shares of common stock, par value of $ 0.001 , and, as of March 31, 2025, has issued 390,687,459 shares of common stock.

of the common shares have the same voting rights and liquidation preferences.

See “Note 11.

Subsequent Events” for disclosure

on the increase in authorized shares.

During the three months ended March 31, 2025,

the Company received $ 300,000 in cash proceeds for the sale of 38,510,911 shares of common stock.

As of March 31, 2025, the shares have

not been issued as the Company did not have sufficient authorized shares and as such has recorded this as a share purchase liability in

the accompanying balance sheet.

The shares were issued on April 19, 2025.

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.

As discussed in Note 4 above, the Company modified

307,239,206 options that were previously vesting upon certain milestones to remove the vesting conditions and become exercisable immediately.

As a result, the Company recognized $ 21,679,711 of expense related to these options.

As of March 31, 2025, the Company has $ 849,996

of value remaining to be expensed based upon completions of milestones,

The following table summarizes the stock option

activity for the nine months ended September 30, 2024:

activity for the three months ended March 31, 2025:

Schedule of stock option activity

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, September 30, 2024

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

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

Outstanding, March 31, 2025

As of March 31, 2025, the Company had 398,147,196

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

The weighted average remaining life of all outstanding stock options

was 3 years as of September 30, 2024.

was 2.5 years as of March 31, 2025.

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

31, 2025, the intrinsic value for the options vested and outstanding was $ 0 and $ 412 , respectively.

1 unchanged sentence

The following table summarizes the stock warrant

activity for the nine months ended September 30, 2024:

Schedule of stock warrant

activity for the three months ended March 31, 2025:

Schedule of stock warrant activity

Weighted-Average Exercise Price Per Share

Outstanding, December 31, 2024

Outstanding, September 30, 2024

Outstanding, March 31, 2025

The weighted average remaining life of all outstanding

stock warrants was 1.64 years as of March 31, 2025.

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

As of March 31, 2025, the intrinsic value for the warrants vested and outstanding was $ 0 .

NOTE 7 – Notes Payable and Convertible

1 unchanged sentence

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 .

The Company has outstanding notes 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

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”).

received net proceeds of $ 50,000 in consideration of issuance of the April Promissory Note after original issue discount of $ 6,510 and

legal fees of $ 4,250 .

The aggregate debt discount of $ 10,760 is being amortized to interest expense over the respective term of the note.

The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a maturity date

of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023.

The April Promissory Note is convertible into

common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days.

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

During the 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 .

On April 11, 2023, the Company entered into

a Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC (“1800 Diagonal”), 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 the 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 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 .

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.

As of March 31, 2025 and December

31, 2024, the balance on the note is $ 12,262 ,

with a remaining unamortized discount of $ 0 .

See “Note 11.

Subsequent Events” for discussion on subsequent conversions.

In addition, on April 11, 2023, the Company

entered into an additional Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal, pursuant to which the Company

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

which bears interest at a rate of 8 %,

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

11, 2024 (the “Convertible Note”).

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% of the 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 March 31, 2025 and December 31, 2024, the

balance on the note is $ 94,439 ,

with a remaining unamortized discount of $ 0 .

On August 4, 2023, the Company entered into a

Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company sold the investor

Securities Purchase Agreement with 1800 Diagonal, 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”).

10 unchanged sentences

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.

As of March 31, 2025 and December 31, 2024, the balance

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

On October 20, 2023, the Company received notice

from 1800 Diagonal, 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 past due.

See further discussion under “Note 8.

Derivative Liabilities.”

Other Convertible Promissory Notes

On April 25, 2023, the Company entered into a

Securities Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note

in the principal amount of $ 60,000 .

The Company received proceeds of $ 60,000 in consideration of issuance of the Promissory Note.

Promissory Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 .

The Promissory Note has a prepayment percentage

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

As of 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 .

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

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

The note is past due.

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 “April 25, 2023 Note”).

The Company received proceeds of $ 60,000

in consideration of issuance of the April 25, 2023 Note.

The April 25, 2023 Note shall bear interest at a rate of 10 %

and have a maturity date of May

The April 25, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and

ending on the maturity date.

As of March 31, 2025 and December 31, 2024, the balance on the April 25, 2023 Note is $ 60,000

and the note is past due.

See “Note 11.

Subsequent Events” for discussion on subsequent conversions.

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

(the “April 26, 2023 Note”).

The Company received gross proceeds of $ 57,502

in consideration of issuance of the April 26, 2023 Note.

The April 26, 2023 Note shall bear interest at a rate of 10 %

and have a maturity date of May

The April 26, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and

ending on the maturity date.

As of March 31, 2025 and December 31, 2024, the balance on the April 26, 2023 Note is $ 57,502

and the note is past due.

The April 25, 2023 Note and the April 26, 2023 Notes may be referred to as “the Promissory

See “Note 11.

Subsequent Events” for discussion on subsequent conversions.

The investors may in their option, at any time

3 unchanged sentences

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.

whichever is lower, subject to a floor conversion price of $0.01 per share.

Furthermore, the Promissory Notes contain a “most favored nation” provision that allows each investor

7 unchanged sentences

Schedule of assumptions for derivative liabilities

As of September 30, 2024

As of March 31, 2025

Conversion Option

6 unchanged sentences

Derivative liability fair value

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

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2025

As of December 31, 2024

Conversion Option

Dividend Yield

Risk-free rate

Expected term

1.71-2.15 years

Exercise price

$ 0.0004-0.01

Derivative liability fair value

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

All fair value measurements related to the derivative

1 unchanged sentence

The table below presents the change in the fair

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

value of the derivative liability during the three months ended March 31, 2025:

Schedule of fair value of derivative liability

Fair value as of December 31, 2024

Fair value on the date of cash repayments

Fair value on the date of issuance related to principal default

Fair value on the date of issuance related to warrants issued

Change in fair value of derivatives

Fair value as of September 30, 2024

( 1,254,247 )

Fair value as of March 31, 2025

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

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

Purchases of cryptocurrency

Loss on cryptocurrency

Cryptocurrency at September 30, 2024

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

a total gain of $ 1,254,247 during the three months ended March 31, 2025.

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 9 – Customer Deposits

January 21, 2025, the Company entered into a Master Services Agreement with Cudo Ventures Ltd (“Cudo), a cloud computing

Under this agreement, the Company will provide Tier 3 data center hosting infrastructure and colocation services to Cudo.

The Master Services Agreement supports a 1 MW capacity during a five year term at our Marviken data center and is accompanied by a

strict service level agreement to ensure 99% up time which 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

In consideration of the services, the Company shall receive electricity fees passed through at a variable base cost

multiplied be estimated usage plus an 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 three years and 5% for the final two years.

The monthly rental payable is

February 18, 2025, an initial payment of $ 303,549

was made to the Company consisting of a $ 227,661

deposit, which is refundable at the end of the term of the Master Services Agreement, and the first month’s rental payment

of $ 75,887 .

of March 31, 2025, the Company has not yet provided any of the service obligations under the agreement.

NOTE 10 – Commitments and Contingencies

3 unchanged sentences

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.

Taylor claims that the Company terminated the agreement unlawfully and therefore is 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.

10 – Subsequent Events

On January 21, 2025, the Company entered into

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

Under this agreement, the Company will provide Tier 3 data

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

early by either party if certain conditions are met.

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

container from Ecoblox.

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

a 50% premium for evening and weekend services.

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

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

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

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

The monthly rental payable is $75,887.18.

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

The Company shall initially provide the services through Synthesis

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

The Company is negotiating a formal agreement

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

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

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

No additional communication has been

received related to the claims from Taylor.

NOTE 11 – Subsequent Events

Under the terms of the respective employment agreements

of Charles Faulkner and Simon Wajcenberg, as of February 1, 2025, 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.

Wajcenberg had accrued salaries of $906,229 and

$819,989, respectively.

On February 20, 2025, in full satisfaction of $769,989 of the accrued salary for each of Mr.

Faulkner and Mr.

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

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

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

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

the vesting requirements of the 2022 Options and 2023 options.

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

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

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.

Also on February 20, 2025, to eliminate the options’ vesting requirements, the Company amended

the options held by 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.

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”).

The 2022 Options and 2023 Options are fully vested as of February 1, 2025.

The 256,660,163

shares for the settlement of accrued salary were issued on April 7, 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 for the Charter Amendment to increase the number

of authorized shares of common stock to 7 billion.

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

the holder of the Series C Preferred Stock.

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

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

The Certificate

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

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

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

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

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

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

Series C Preferred Stock.

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

The Series C Preferred Stock is not convertible,

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

Holders of Series C Preferred Stock shall only be entitled

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

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

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

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

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

Subsequent to September 30, 2024, the Company

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

additional amount owed.

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 was effective on April 7, 2025.

Effective April 7, 2025 (the “Effective

Time” or “Closing Date”), Edgemode, SAPL, an England and Wales private limited company, 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.

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.

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.

30 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 $0.005.

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 in consideration of gross proceeds of $300,000 received in March 2025.

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.

On May 7, 2025, the Company issued 5,633,803 shares

of common stock to 1800 Diagonal pursuant to partial conversion of $10,000 of the April Promissory Note.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements