Edgemode, Inc. 10-Q

EDGEMODE, INC. 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________________ to ________________ Commission file number 000-55647 EDGEMODE, INC. (Exact name of registrant as specified in its charter) Nevada 47-4046237 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 110 E. Broward Blvd. , Suite 1700 , Ft. Lauderdale , FL 33301 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 707 ) 687-9093 Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ There were 2,385,404,765 shares of the registrant’s common stock outstanding as of August 14, 2025. TABLE OF CONTENTS Page PART I – FINANCIAL INFORMATION 3 Item 1. Financial Statements (Unaudited) 3 Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Stockholders’ Equity (Deficit) 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements 7 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 17 Item 3. Quantitative and Qualitative Disclosures about Market Risk 20 Item 4. Controls and Procedures 20 PART II – OTHER INFORMATION 21 Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Mine Safety Disclosures 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signatures 22 Exhibit Index 23 Unless the context otherwise indicates, when used in this report, the terms the “Company,” “Edgemode”, “we,” “us, “our” and similar terms refer to Edgemode, Inc. and our wholly owned subsidiary, Edgemode, a Wyoming corporation. Our corporate website is www.edgemode.io. There we make available copies of Edgemode documents, news releases and our filings with the U.S. Securities and Exchange Commission including financial statements. Unless specifically set forth to the contrary, the information that appears on our website is not part of this report. 2 PART I – FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Edgemode, Inc. Consolidated Balance Sheets (Unaudited) June 30, 2025 December 31, 2024 ASSETS Current assets: Cash $ 15,801 $ 103 Prepaid expenses 12,929 1,368 Other current assets 180,053 – Total current assets 208,783 1,471 Intangible assets – cryptocurrencies – 32 Fixed assets, net 4,149,773 Land 880,000 – Total assets $ 5,238,556 $ 1,503 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable and accrued expenses $ 1,156,365 $ 724,217 Accrued payroll 407,990 1,616,090 Convertible notes payable 152,611 323,732 Notes payable 35,000 35,000 Notes payable – related parties 1,772,825 32,725 Customer deposit - current 75,952 – Derivative liabilities 828,306 1,992,754 Total current liabilities 4,429,049 4,724,518 Customer deposit 227,662 – Total liabilities 4,656,711 4,724,518 Commitments and contingencies – – Stockholders’ equity (deficit): Preferred shares, $ 0.001 par value, 5,000,000 shares authorized June 30, 2025 and December 31, 2024; none issued and outstanding – – Common shares, $ 0.001 par value, 7,000,000,000 and 950,000,000 shares authorized June 30, 2025 and December 31, 2024; 2,302,384,959 and 390,687,459 shares issued and outstanding, June 30, 2025 and December 31, 2024, respectively 2,302,384 390,687 Additional paid-in capital 63,463,791 35,371,266 Accumulated deficit ( 65,184,330 ) ( 40,484,968 ) Total stockholders’ deficit 581,845 ( 4,723,015 ) Total liabilities and stockholders’ deficit $ 5,238,556 $ 1,503 See accompanying notes to the unaudited consolidated financial statements. 3 Edgemode, Inc. Consolidated Statements of Operations (unaudited) For the three months ended For the six months ended June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024 Operating expenses: General and administrative expenses $ 3,262,408 $ 380,819 $ 25,377,515 $ 717,418 Loss on cryptocurrencies – 4,600 34 4,600 Total operating expenses 3,262,408 385,419 25,377,549 722,018 Loss from operations ( 3,262,408 ) ( 385,419 ) ( 25,377,549 ) ( 722,018 ) Other income (expense): Interest expense ( 20,377 ) ( 18,132 ) ( 31,564 ) ( 42,552 ) Other expense – ( 60 ) – ( 60 ) Refund of equipment deposit – 150,000 – 150,000 Change in fair value of derivatives ( 396,443 ) ( 61,867 ) 857,804 ( 152,052 ) Loss on settlement ( 148,053 ) – ( 148,053 ) – Total other income (expense), net ( 564,873 ) 69,941 678,187 ( 44,664 ) Loss before provision for income taxes ( 3,827,281 ) ( 315,478 ) ( 24,699,362 ) ( 766,682 ) Provision for income taxes – – – – Net loss ( 3,827,281 ) ( 315,478 ) ( 24,699,362 ) ( 766,682 ) Loss per common share - basic $ ( 0.00 ) $ ( 0.00 ) $ ( 0.02 ) $ ( 0.00 ) Loss per common share - diluted $ ( 0.00 ) $ ( 0.00 ) $ ( 0.02 ) $ ( 0.00 ) Weighted average shares outstanding – basic 2,119,785,143 390,687,459 1,260,012,814 390,687,459 Weighted average shares outstanding - diluted 2,119,785,143 390,687,459 1,260,012,814 390,687,459 See accompanying notes to the unaudited consolidated financial statements. 4 Edgemode, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) For the three and six months ended June 30, 2025 and 2024 (Unaudited) Total Common Additional Stockholders' Common Stock Paid-In Accumulated Equity/ Shares Amount Capital Deficit (deficit) Balance December 31, 2024 390,687,459 $ 390,687 $ 35,371,266 $ ( 40,484,968 ) $ ( 4,723,015 ) Stock-based compensation – – 21,679,711 – 21,679,711 Net loss – – – ( 20,872,081 ) ( 20,872,081 ) Balance March 31, 2025 390,687,459 390,687 57,050,977 ( 61,357,049 ) ( 3,915,385 ) Shares issued for cash 38,510,911 38,511 261,489 – 300,000 Shares issued for settlement of accrued salary 513,320,326 513,320 1,026,641 – 1,539,961 Shares issued for asset acquisition 1,260,246,354 1,260,246 1,890,370 – 3,150,616 Shares issued for conversion of notes payable and settlement of derivative 92,119,909 92,120 548,388 – 640,508 Shares issued for compensation 7,500,000 7,500 18,750 – 26,250 Stock options issued for settlement of accrued salary – – 100,000 – 100,000 Stock-based compensation – – 2,567,176 – 2,567,176 Net loss – – – ( 3,827,281 ) ( 3,827,281 ) Balance June 30, 2025 2,302,384,959 $ 2,302,384 $ 63,463,791 $ ( 65,184,330 ) $ 581,845 Balance December 31, 2023 390,687,459 $ 390,687 $ 35,142,231 $ ( 38,665,874 ) $ ( 3,132,956 ) Net loss – – – ( 451,204 ) ( 451,204 ) Balance March 31, 2024 390,687,459 $ 390,687 $ 35,142,231 $ ( 39,117,078 ) $ ( 3,584,160 ) Net loss – – ( 315,478 ) ( 315,478 ) Balance June 30, 2024 390,687,459 $ 390,687 $ 35,142,231 $ ( 39,432,556 ) $ ( 3,899,638 ) See accompanying notes to the unaudited consolidated financial statements. 5 Edgemode, Inc. Consolidated Statements of Cash Flows (unaudited) For the six months ended June 30, 2025 June 30, 2024 Operating Activities: Net loss $ ( 24,699,362 ) $ ( 766,682 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 24,273,137 – Change in fair value of cryptocurrencies 34 4,600 Depreciation expense 101,758 – Loss on settlement of notes payable 148,053 – Amortization of debt discount – 11,231 Change in fair value of derivative liabilities ( 857,804 ) 152,052 Changes in operating assets and liabilities: Prepaid expenses ( 11,561 ) 18,890 Other current assets 90,026 – Accounts payable and accrued expenses 176,757 45,725 Accrued payroll 431,861 532,137 Customer deposit 303,614 – Net cash used in operating activities ( 43,487 ) ( 2,047 ) Investing Activities: Purchase of property and equipment ( 47,915 ) – Cash paid for business acquisition ( 183,000 ) Purchase of cryptocurrency – ( 4,600 ) Net cash used in investing activities ( 230,915 ) ( 4,600 ) Financing Activities: Proceeds from sale of common share 300,000 – Repayment of related party advances ( 9,900 ) Proceeds from related party advances – 16,725 Payment of convertible notes – ( 10,000 ) Net cash provided by financing activities 290,100 6,725 Net change in cash 15,698 78 Cash - beginning of period 103 298 Cash - end of period $ 15,801 $ 376 Supplemental Disclosures: Interest paid $ – $ – Income taxes paid $ – $ – Supplemental Disclosures of Noncash Financing Information: Shares issued for asset acquisition $ 3,150,616 $ – Note Payable assumed for asset acquisition $ 1,750,000 $ – Shares issued for settlement of accrued salary $ 1,539,961 $ – Modification of stock options for settlement of accrued salary $ 100,000 $ – Conversion of notes payable and derivative liabilities $ 640,508 $ – See accompanying notes to the unaudited consolidated financial statements. 6 Edgemode, Inc. Notes to the Consolidated Financial Statements (Unaudited) NOTE 1 – Basis of Presentation The accompanying unaudited interim financial statements of Edgemode, Inc. (“we”, “our”, “Edgemode” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 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 Policies Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Principals of consolidation The accompanying consolidated financial statements include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, Edgemode, Edgemode Mine Co UK Limited and Synthesis Analytics Production Ltd (“SAPL”). All intercompany 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 Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. 7 The following fair value hierarchy tables present information about the Company’s liabilities measured at fair value on a recurring basis: Schedule of liabilities measured at fair value Fair Value Measurements at June 30, 2025 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 828,306 Fair Value Measurements at December 31, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 1,992,754 The Company had no assets valued using level 1, level 2, or level 3 inputs as of June 30, 2025 or December 31, 2024. Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are recorded in the consolidated statements of operations. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. 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 charges colocation fees for the use of its facilities, and other related fees. In addition, digital colocation customers typically pay for energy used in connection with the customer colocation services agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of energy used by the customer on the site. The Company satisfies the performance obligation when the customer has the ability to direct the use and obtain substantially all of the remaining benefits of the good or service. Revenue is recognized over time as customers simultaneously receive and consume the benefits because another party would not need to substantially reperform the work completed by the Company were that other party to fulfill the remaining performance obligation to the customer. Revenue is recognized upon confirmation of the Company’s power usage by the electricity provider and billed at the rates outlined in each customer contract on a monthly basis. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. 8 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 December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”). This ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earning as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company 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 June 30, 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, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company 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. The 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 on its disclosures. NOTE 3 – Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2025, the Company had not yet generated any revenues or achieved profitable operations and expects to incur further losses as it continues the development of 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 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 Pursuant to the terms of the Share Exchange (as defined below) 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 and appoint 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. Adler’s 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. 9 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. Adler with 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 termination. During the six months ended June 30, 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 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 six months ending June 30, 2025. In addition, 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 to: (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. The change in exercise price did not result in any additional incremental value in excess of the salary settled. Pursuant to the Share Exchange, Mr. Faulkner and 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 issuance of stock option grants to purchase up to 257,193,133 shares of common stock to each Mr. Faulkner and Mr. Wajcenberg. The common stock options have an exercise price of $0.005, are exercisable immediately, and have a term of 5 years. As of June 30, 2025 and December 31, 2024 the Company owed the executive officers of the Company $ 407,990 and $ 1,616,090 in accrued payroll for services performed. As of June 30, 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. During the six months ending June 30, 2025, the Company repaid $ 9,900 of the amounts owed. NOTE 5 – Asset Acquisition 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 with a fair value of $ 3,150,616 based on the closing price on the closing date. At the time of acquisition SAPL owns a piece of land, various power and connection agreements to the Marviken data center and an option to enter into a lease for a 1,100 square meter building at the Marviken location. At the time of the acquisition the option agreement had a remaining term of 9 months, which the Company will make 9 remaining monthly payments of approximately $30,000. As of June 30, 2025, the Company has six months remaining on the option term with an estimated value of $ 180,053 classified under other current assets on the accompanying balance sheet. As of June 30, 2025, no additional payments have been made on the option agreement and the Company owes, $ 270,079 , which is included in accounts payable and accrued expenses on the balance sheet. As part of the consideration for the transaction, the Company agreed to assume the $ 1,750,000 promissory note issued by Marviken TWO AB dated December 4, 2024. The loan will bear interest at a rate of 5% and has a maturity date of December 3, 2027. 10 The Company determined the acquisition should be accounted for as an asset acquisition as SAPL did not contain an integrated set of inputs and outputs under ASC 805. The aggregate purchase price was comprised as follows: Schedule of aggregate purchase price Cash $ 183,000 Note payable 1,750,000 Fair value of common shares issued 3,150,616 Total Purchase Consideration $ 5,083,616 The Company allocated the aggregate purchase price as follows: Land $ 880,000 Power purchase agreement 4,203,616 Total Purchase Consideration $ 5,083,616 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. 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. As of the date of this report, there are no outstanding shares of preferred stock. Series B On July 19, 2022, the Company designated 1,000,000 shares of its original 5,000,000 authorized shares of preferred stock as Series B Preferred Stock with a $ 0.001 par value and a stated value of $1.00 per share. The Series B Convertible Preferred Stock ranks senior to the common stock with respect to dividends and right of liquidation and has no voting rights. The Series B Convertible Preferred Stock has an 8 % cumulative annual dividend. In the event of default, the dividend rate increases to 22%. The Company may not, 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%. The Series B Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series B Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable and will be accounted for as a liability under ASC 480. As of June 30, 2025, there are no shares of the Series B Convertible Preferred Stock outstanding. Series C On March 3, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series C Preferred Stock (the “Certificate of Designation”). Pursuant to the Certificate of Designation, the Company’s Board of Directors designated a new series of the Company’s preferred stock, the Series C Preferred Stock, par value $ 0.001 per share. The Certificate of Designation authorized the Company to issue one share of Series C Preferred Stock. The share was issued to the Company’s Chief Executive Officer. The Series C Preferred Stock is not convertible, 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. 11 Common shares As of June 30, 2025, the Company has authorized 7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of June 30, 2025, has issued 2,302,384,959 shares of common stock. All of the common shares have the same voting rights and liquidation preferences. 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 was effective on April 7, 2025. As discussed in Note 5 above, the Company issued 1,260,246,354 shares of common stock for the acquisition of SAPL. As discussed in Note 4 above, the Company issued 513,320,326 shares of common stock for the forgiveness of $ 1,539,961 of accrued salary. The shares issued had a fair value of $ 1,283,301 of the date of issuance, and as such the Company recorded the value forgiven in excess of the fair value as a contribution of capital. As discussed in Note 7 below, the Company issued 92,119,909 shares of common stock for the conversion of notes payable. During the six months ended June 30, 2025, the Company received $ 300,000 in cash proceeds for the sale of 38,510,911 shares of common stock. During the six months ended June 30, 2025, the Company issued 7,500,000 shares of restricted common stock for services to for an aggregate value of $ 26,250 . On the date of issuance, the shares are fully earned and non-forfeitable. Stock Options 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. In addition, as discussed in Note 4 above, the Company amended 371,197,910 options to reduce the exercise price to $0.005. During the six months ended June 30, 2025, the Company issued stock options to purchase up to 900,175,966 shares of common stock as discussed in Note 4 above to the directors of the Company at an exercise price of $0.005, which vested immediately and have a term of 5 years. During the six months ended June 30, 2025, the Company issued stock options to purchase up to 128,596,567 shares of common stock to a consultant of the Company at an exercise price of $0.005, which vested immediately and have a term of 5 years. The fair value of the common stock options was estimated using a black-sholes model with the following assumptions: Assumptions used for valuation Stock price $ 0.0025 Exercise price $ 0.005 Expected term 2.5 - 5 years Volatility 311.87%-401.47% Dividend Yield 0 % Risk-free rate 3.73% - 3.82% Common stock option fair value $ 2,567,176 12 During the six months ended June 30 2025 and 2024, the Company recorded $ 24,246,887 and $ 0 , respectively of stock-based compensation related to the common stock option transactions. As of June 30, 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 six months ended June 30, 2025: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2024 398,284,669 $ 0.09 Granted 1,028,772,533 0.005 Exercised – – Forfeited – – Expired – – Outstanding, June 30, 2025 1,427,057,202 $ 0.011 As of June 30, 2025, the Company had 1,426,919,729 stock options that were exercisable and 137,473 that were in dispute. The weighted average remaining life of all outstanding stock options was 4.07 years as of June 30, 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 June 30, 2025, the intrinsic value for the options vested and outstanding was $ 3,639,923 and $ 3,640,968 , respectively. Stock Warrants The following table summarizes the stock warrant activity for the six months ended June 30, 2025: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2024 9,530,000 $ 0.50 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, June 30, 2025 9,530,000 $ 0.50 The weighted average remaining life of all outstanding stock warrants was 1.39 years as of June 30, 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 June 30, 2025, the intrinsic value for the warrants vested and outstanding was $ 0 . 13 NOTE 7 – Notes Payable and Convertible Notes Payable Notes Payable 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. 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 (“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 April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a maturity date of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023. The April Promissory Note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. During the six months ended June 30, 2025 the Company issued 15,431,359 shares for the conversion of the outstanding principal and accrued interest of $ 31,564 . As of June 30, 2025, the note has been settled in full. 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. During the six months ended June 30, 2025 the Company issued 15,000,000 shares for the conversion of outstanding principal of $ 30,870 . As of June 30, 2025 and December 31, 2024, the balance on the note is $ 47,303 and $ 94,439 , respectively, with a remaining unamortized discount of $ 0 . On August 4, 2023, the Company entered into a 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”). The Company received net proceeds of $ 60,000 in consideration of issuance of the August Promissory Note after original issue discount of $ 7,200 and legal fees of $ 4,250 . The aggregate debt discount of $11,450 is being amortized to interest expense over the respective term of the note. The August Promissory Note shall incur a one-time interest charge of 13%, which is added to the principal balance, has a maturity date of May 24, 2024 , and requires monthly payments of $ 8,971 beginning on September 15, 2023. The August Promissory Note is convertible into common shares of the Company at any time following an event of default at a rate of 71% of the lowest trading price of the Company’s common stock during the twenty prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. As of June 30, 2025 the balance on the note is $ 105,307 , 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.” In addition, see further discussion under “ Note 11. Subsequent Events” for subsequent conversions. 14 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 “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 26, 2023 . 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. During the six months ended June 30, 2025 the Company issued 31,500,000 shares for the settlement of the outstanding principal and accrued interest of $ 63,000 , which resulted in a loss on settlement of $ 75,600 . As of June 30, 2025, the note has been settled in full. 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 26, 2023 . 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. During the six months ended June 30, 2025 the Company issued 30,188,550 shares for the settlement of the outstanding principal and accrued interest of $ 60,377 , which resulted in a loss on settlement of $ 72,453 . As of June 30, 2025, the note has been settled in full. NOTE 8 – Derivative Liabilities The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions: Schedule of assumptions for derivative liabilities As of June 30, 2025 Conversion Option Warrants Volatility 714.58% 714.58% Dividend Yield 0% 0% Risk-free rate 3.96% 3.96% Expected term 1 year 1.46-1.90 years Stock price $ 0.0076 $ 0.0076 Exercise price $ 0.0019-0.0021 $ 0.5 Derivative liability fair value $ 799,719 $ 72,372 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 2025 105,355,270 9,530,000 15 As of December 31, 2024 Conversion Option Warrants Volatility 406.93% 301.31% Dividend Yield 0% 0% Risk-free rate 4.16% 4.27% Expected term 1 year 1.71-2.15 years Stock price $ 0.003 $ 0.003 Exercise price $ 0.0004-0.01 $ 0.5 Derivative liability fair value $ 1,973,641 $ 19,112 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2024 668,516,113 9,530,000 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the six months ended June 30, 2025: Schedule of fair value of derivative liability Fair value as of December 31, 2024 $ 1,992,754 Fair value settled to equity upon conversion ( 306,644 ) Fair value on the date of issuance related to warrants issued – Change in fair value of derivatives ( 857,804 ) Fair value as of June 30, 2025 $ 828,306 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 $ 857,804 during the six months ended June 30, 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 On January 21, 2025, the Company entered into a Master Services Agreement with Cudo Ventures Ltd (“Cudo), a cloud computing company. 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 services. 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 $ 75,887 . On February 18, 2025, an initial payment of $ 303,549 was made to the Company consisting of a $ 227,662 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 . As of June 30, 2025, the Company has not yet provided any of the service obligations under the agreement. NOTE 10 – Commitments and Contingencies Legal Contingencies On February 8, 2022, the Company was notified of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. (“Taylor”). The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting. Taylor claims that the Company terminated the agreement unlawfully and therefore 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. NOTE 11 – Subsequent Events Subsequent to June 30, 2025 the Company issued 83,019,806 shares for the conversion of outstanding principal and accrued interest on the promissory notes of $217,340 with 1800 Diagonal. As of the date of this filing, all amounts owed under the 1800 Notes have been settled in full. 16 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes thereto, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The following discussion and analysis compares our consolidated results of operations for the three months ended June 30, 2025 (the “2025 Quarter”) with those for the three months ended June 30, 2024 (the “2024 Quarter”) and our consolidated results of operations for the six months ended June 30, 2025 (the “2025 Period”) with those for the six months ended June 30, 2024 (the “2024 Period”). Cautionary Note Regarding Forward-Looking Statements This report contains “forward-looking statements.” These statements include, among other things, statements regarding expanding our business and our liquidity as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our ability to raise capital to buy crypto mining machines we have commitments to purchase, regulatory issues which affect our business model, and those discussed under the caption "Risk Factors" in our Form 10-K for the year ended December 31, 2024 and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Business Overview Edgemode was incorporated under the laws of the State of Nevada in 2011. Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020. Between 2021 and 2023, we attempted to become a key figure in Bitcoin mining but lacked the necessary funding to finance the purchase of Bitcoin mining hardware and hosting contracts. As a result, since late 2023 and throughout 2024, our business activities primarily consisted of identifying and evaluating suitable acquisition transaction candidates, which led to transition from cryptocurrency mining to digital infrastructure colocation services and HPC hosting. Effective April 7, 2025, Edgemode, SAPL, and ACL closed on the Share Exchange dated April 7, 2025. 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. SAPL will 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. Our goal is to utilize the assets we have acquired via the purchase of SAPL for HPC hosting operations, which will provide consistent dollar-based revenue and which represent substantially less risk than our historical digital asset self-mining operations. Our intent is to focus our business on development and marketing efforts to build data centers and expand our foundational HPC hosting customer base. 17 Business Strategy Our business strategy is to generate revenue and achieve profitability by building large-scale data center infrastructure configured for specialized computers performing specific, high-value applications such as cloud computing, machine learning, and artificial intelligence and maximizing the use of assets acquired in the SAPL acquisition. We intend to strategically develop and to work to make operational the infrastructure necessary to support our contractual commitments to our HPC customers and to support expected customer growth and additional demand by leveraging our data center expertise and capabilities. We intend to seek additional opportunities and to engage additional customers in the HPC hosting market to expand our business using our knowledge, expertise, and existing and future infrastructure where favorable market opportunities exist. Our strategy is focused on hyperscale cloud-based providers and enterprises, including potential customers that we believe have significant data center infrastructure needs that have not yet been outsourced or will require additional data center space and power to support their growth and their increasing reliance on technology infrastructure in their operations. We believe our capabilities for serving the needs of large hyperscale providers and enterprises will continue to enable us to capitalize on the growing demand for outsourced data center facilities in our markets and in new markets where our customers are located or plan to be located in the future. Our business strategy requires immediate funding of approximately $2,000,000 to enable us to commence our new operations and repay debt, as well as additional significant financing to develop and expand our new operations. There are no assurances that we will raise sufficient capital to execute our business plan or satisfy our liabilities. See the “Risk Factors” in our Form 10-K for the fiscal year ended December 31, 2024 and Form 8-K Current Report dated April 8, 2025. Products and Services High-Performance Computing Hosting HPC is a technology that uses clusters of powerful processors that work in parallel to process massive data sets and solve complex problems at extremely high speeds. The proliferation of data, as well as data-intensive and AI enabled applications and use cases, is driving demand for the computing power of HPC. Traditionally, HPC has involved an on-premises infrastructure, investing in supercomputers or computer clusters. Our HPC hosting revenue will be generated by licensing colocation data center space and related services to a licensee at our Marviken data center. These licensing agreements and orders include lease components, non-lease components (such as power delivery, physical security, maintenance and other billable expenses), as well as non-component elements such as taxes. Under these contracts, customers pay fixed payments (based on electric capacity) and variable payments on a recurring basis. HPC colocation leases may include all or portions of a data center, where customers may also lease office space to support their colocation operations where revenue is primarily based on power usage as well as square footage. On January 21, 2025, the Company entered into the Master Services Agreement with Cudo, a cloud computing company. 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 5 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 services. 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 the annual CPI increase is capped at 2% for the first three years and 5% for the final two years. The monthly rental payable is $75,887. On 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. The initial payment was primarily used to buildout the data center, including installing electrical and other infrastructure in order to support Cudo’s hardware through the advance of $183,000 to SAPL. The Master Services Agreement term commenced on April 8, 2025 when Cudo’s hardware was delivered to our data center. Critical Accounting Policies and Estimates We discuss the material accounting policies that are critical in making the estimates and judgments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, under the caption “Management’s Discussion and Analysis—Critical Accounting Policies and Estimates.” There has been no material change in critical accounting policies or estimates during the period covered by this report. 18 Recent Accounting Pronouncements For information on recent accounting pronouncements and impacts, see Note 1 to the unaudited condensed consolidated financial statements. Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024 Results of operations Our operating expenses for the three months ended June 30, 2025 (the “2025 Quarter”) was $3,262,408 compared to $380,819, for the three months ended June 30, 2024 (the “2024 Quarter”), an increase of 88%. In the 2025 Quarter, the Company incurred stock-based compensation expense of $26,250 compared to $0 for the 2024 Quarter. The stock-based compensation for the 2025 Quarter was related to shares issued to a consultant for services performed. Our other expense for the 2025 period was $564,873 compared to other income of $69,941 for the 2024 Quarter. Other expenses in the 2025 period was comprised of $20,377 in interest expense, $396,443 for the loss on the change in fair value of derivative liabilities and $148,053 on the loss on settlement of debt. Other expense in the 2024 Quarter was comprised of $45,552 in interest expense and $152,052 for the loss on the change in fair value of derivative liabilities offset by income of $150,000 on the refund of an equipment deposit. Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 Results of operations Our operating expenses for the six months ended June 30, 2025 (the “2025 Period”) was $25,377,549 compared to $722,018, for the six months ended June 30, 2024 (the “2024 Period”), an increase of 723%. In the 2025 Period, the Company incurred stock-based compensation expense of $24,273,137 compared to $0 for the 2024 Period. The stock-based compensation for the 2025 Quarter was related to the amendment of options to the officers of the Company and issuance of shares to an outside consultant. Our other income for the 2025 Period was 678,187 compared to other expense of $44,664 for the 2024 Period. Other income in the 2025 Period was comprised of $31,564 in interest expense, $857,804 for the gain on the change in fair value of derivative liabilities and $148,053 on the loss on settlement of debt. Other expense in the 2024 Period was comprised of $45,552 in interest expense, $60 in other expense and $152,052 for the loss on the change in fair value of derivative liabilities offset by income of $150,000 on the refund of an equipment deposit. Liquidity and Capital Resources As of August 14, 2025, the Company had approximately $3,000 of cash on hand. Historically, our liquidity was primarily derived from debt and equity investments from accredited investors. During the six months ended June 30, 2025, we received an initial payment of approximately $303,000 for colocation services to be provided by the Company. In addition, in April 2025 we sold 38,510,911 shares of restricted common stock to an accredited investor in consideration of $300,000. On April 7, 2025, we executed the Share Exchange with SAPL and, now, we are seeking to raise at least $2,000,000 to commence our HPC hosting operations and generate revenue. We require significant funding to develop our HPC operations. Subject to receiving funding, we expect that our operating expenses will increase as we attempt to develop our new HPC operations and we will devote additional resources toward new business opportunities. However, as set forth elsewhere in this report, our ability to develop our business and achieve our operational goals is dependent upon our ability to raise significant additional working capital. As the availability of this capital is unlikely, at this time, we are unable to quantify the expected increases in operating expenses in future periods. Summary of cash flows June 30, 2025 June 30, 2024 Net cash provided by (used in) operating activities $ (43,487 ) $ (2,047 ) Net cash used in investing activities $ (230,915 ) $ (4,600 ) Net cash provided by (used in) financing activities $ 290,100 $ 6,725 19 During the 2025 Quarter and the 2024 Quarter, our sources and uses of cash were as follows: Operating Activities During the 2025 period, cash used in operating activities of $43,487 primarily resulted from the Prepaid AI hosting services (customer deposits), offset by the net loss of $24,699,362 and stock-based compensation of $24,273,137, and change in the fair value of derivative liabilities of $857,804. During the 2024 period, cash used in operating activities of $2,047 primarily resulted from the net loss of $766,682 offset by change in fair value of derivative liabilities of $152,052, increases in accounts payable and accrued expenses of $45,725 and increases in accrued payroll of $532,137. Investing Activities During the 2025 Period, the Company paid $47,915 of cash for assets in the construction of the HPC facility as well as $183,000 in connection with the acquisition of SAPL. Cash used in investing activities in the 2024 Period of $4,600 resulted from the purchase of cryptocurrency assets. Financing Activities During the 2025 Period, the Company received $300,000 in cash proceeds in connection with the sale of shares of common stock of the Company, offset by repayments of related party advances of $9,900. In the 2024 Period, cash provided by financing activities of $6,725 consisted of $10,000 for the repayment of convertible notes payable, offset by proceeds from related party advances of $16,725. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable. ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures . We are required to maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this report, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective to ensure that the information relating to our company and required to be disclosed in our SEC reports is (i) recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures as a result of material weaknesses in our internal control over financial reporting resulting from limited segregation of duties and limited multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve, and report related party transactions. We will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the material weaknesses in our disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and administrative staff, allowing improved internal control over financial reporting. Changes in Internal Control Over Financial Reporting . There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) under the Exchange Act that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 20 PART II – OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS From time to time, the Company may become a party to legal actions or proceedings in the ordinary course of its business. As at June 30, 2025, there were no such actions or proceedings, either individually or in the aggregate, that, if decided adversely to the Company’s interests, the Company believes would be material to its operation or cash flow. ITEM 1A. RISK FACTORS While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Our “Risk Factors” in the Form 10-K for the fiscal year ended December 31, 2024 and Form 8-K Current Report dated April 8, 2025 describe some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS Except as otherwise previously disclosed or provided below, there were no unregistered sales of the Company’s equity securities during the six months ended June 30, 2025. During the three months ended June 30, 2025, the Company issued 7,500,000 shares of restricted common stock to an outside consultant for services performed. The shares were issued under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). During the three months ended June 30, 2025 the Company issued an aggregate of 92,119,909 shares of restricted common stock to the holders of three promissory notes pursuant to the conversion of outstanding promissory notes in satisfaction of $185,811 due under such promissory notes. The shares were issued under the exemption from registration provided by Section 3(a)(9) of the Securities Act. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not Applicable. ITEM 5. OTHER INFORMATION During the fiscal quarter ended June 30, 2025, no officers (as defined in Rule 16a-1(f)) or directors adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K). ITEM 6. EXHIBITS The exhibits listed in the accompanying “ Index to Exhibits ” are filed or incorporated by reference as part of this Form 10-Q. 21 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Dated: August 14, 2025 EDGEMODE, INC. By: /s/ Charlie Faulkner Charlie Faulkner Chief Executive Officer (Principal Executive Officer) By: /s/Simon Wajcenberg Simon Wajcenberg Chief Financial Officer (Principal Financial and Accounting Officer) 22 EXHIBIT INDEX Incorporated by Reference Exhibit No. Exhibit Description Form Date Number Filed or Furnished Herewith 2.1 Agreement and Plan of Merger and Reorganization + 8-K 12/8/2021 2.1 2.2 Share Exchange Agreement effective April 7, 2025 by and between Edgemode, Inc., Synthesis Analytics Production Ltd. and Adler Capital Limited (1) 8-K 4/8/2025 2.1 3.1 Certificate of Incorporation, as Amended and Restated 10-K 4/12/2022 3.1 3.1(a) Certificate of Amendment Increase in Authorized Common Stock effective April 7, 2025 8-K 4/8/2025 3.1 3.2 Bylaws 8-K 2/7/2022 3.1 3.2(a) Amendment No. 1 to the Bylaws 8-K 4/15/2022 3.1 3.3 Certificate of Designation of Series C Preferred Stock 8-K 3/4/2025 3.1 10.1 Master Services Agreement with Cudo Ventures 8-K 2/24/2025 10.1 10.2 Simon Wajcenberg Conversion Letter dated February 20, 2025 8-K 2/24/2025 10.2 10.3 Charles Faulkner Conversion Letter dated February 20, 2025 8-K 2/24/2025 10.3 10.4 Amendment to Simon Wajcenberg Stock Option Grant dated February 20, 2025 (2) 8-K 2/24/2025 10.4 10.5 Amendment to Charles Faulkner Stock Option Grant dated February 20, 2025 (2) 8-K 2/24/2025 10.5 10.6 Amendment to Simon Wajcenberg Stock Option Grant dated April 2, 2025 (2) 8-K 4/2/2025 10.1 10.7 Amendment to Charles Faulkner Stock Option Grant dated April 2, 2025 (2) 8-K 4/2/2025 10.2 10.8 Executive Employment Agreement Effective April 7, 2025 between Edgemode, Inc. and Niclas Adler (2) 8-K 4/8/2025 10.1 10.9 Consultancy Agreement by and between AI Capital Mineco Limited and Edgemode, Inc. effective April 7, 2025 8-K 4/8/2025 10.2 10.10 Form of Amendment No.1 to Executive Employment Agreement 8-K 4/8/2025 10.3 10.11 Form of Stock Option Grant (2) 8-K 4/8/2025 10.4 10.12 Power Purchase Agreement between SAPL and Marviken One dated December 27, 2024, as amended on February 20, 2025 (1) 8-K 4/8/2025 10.5 10.13 Building Lease between SAPL and Marviken One dated December 27, 2024 (1) 8-K 4/8/2025 10.6 10.14 Property Purchase Agreement between SAPL and Marviken One dated December 4, 2024 (1) 8-K 4/8/2025 10.7 10.15 Cooling Agreement between SAPL and Marviken One dated December 27, 2024 (1) 8-K 4/8/2025 10.8 10.16 5% Promissory Note issued by Synthesis Analytics Ltd. in favor of Marviken Two dated December 4, 2024 (1) 8-K 4/8/2025 10.9 10.17 Intellectual Property Agreement between SAPL and ACL dated August 31, 2024 (1) 8-K 4/8/2025 10.10 31.1 CEO Certification (302) Filed 31.2 CFO Certification (302) Filed 32.1 CEO Certification (906) Furnished 32.2 CFO Certification (906) Furnished 101.INS XBRL Instance Document Filed 101.SCH XBRL Taxonomy Extension Schema Document Filed 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document Filed 104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) + Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information. Copies of this filing (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Edgemode, Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301; Attention: Corporate Secretary. 23