What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 373 added, 335 removed, 349 unchanged (67% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2025

June 30, 2025

December 31, 2024

Current assets:

Prepaid expenses and other current assets

Prepaid expenses

Other current assets

Total current assets

Intangible assets – cryptocurrencies

Unsecured advances

Fixed assets, net

LIABILITIES AND STOCKHOLDERS’ EQUITY

6 unchanged sentences

Customer deposit - current

Share purchase liability

Derivative liabilities

3 unchanged sentences

Commitments and contingencies

Stockholders’ deficit:

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

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, 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

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

Additional paid-in capital

2 unchanged sentences

( 40,484,968 )

Stockholders’ deficit

( 3,915,385 )

Total stockholders’ deficit

( 4,723,015 )

5 unchanged sentences

For the three months ended

March 31, 2025

March 31, 2024

For the six months ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Operating expenses:

4 unchanged sentences

( 3,262,408 )

Other expense:

( 25,377,549 )

Other income (expense):

Interest expense

Other expense

Refund of equipment deposit

Change in fair value of derivatives

Total other expense, net

Loss on settlement

Total other income (expense), net

Loss before provision for income taxes

( 3,827,281 )

( 24,699,362 )

Provision for income taxes

4 unchanged sentences

Weighted average shares outstanding – basic

2,119,785,143

1,260,012,814

Weighted average shares outstanding - diluted

2,119,785,143

1,260,012,814

See accompanying notes to the unaudited consolidated

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Consolidated Statements of Stockholders’

For the three months ended March 31, 2025 and

Equity (Deficit)

For the three and six months ended June 30,

2025 and 2024

Stockholders'

8 unchanged sentences

( 3,915,385 )

Shares issued for cash

Shares issued for settlement of accrued salary

Shares issued for asset acquisition

1,260,246,354

Shares issued for conversion of notes payable and settlement of derivative

Shares issued for compensation

Stock options issued for settlement of accrued salary

Stock-based compensation

( 3,827,281 )

Balance June 30, 2025

2,302,384,959

$ ( 65,184,330 )

Balance December 31, 2023

4 unchanged sentences

$ ( 3,584,160 )

Balance June 30, 2024

$ ( 39,432,556 )

$ ( 3,899,638 )

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Consolidated Statements of Cash Flows

For the three months ended

March 31, 2025

March 31, 2024

For the six months ended

June 30, 2025

June 30, 2024

Operating Activities:

4 unchanged sentences

Change in fair value of cryptocurrencies

Depreciation expense

Loss on settlement of notes payable

Amortization of debt discount

Change in fair value of derivative liabilities

( 1,254,247 )

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Prepaid expenses

Other current assets

Accounts payable and accrued expenses

1 unchanged sentence

Customer deposit

Net cash provided by (used in) operating activities

Net cash used in operating activities

Investing Activities:

Advance of unsecured funds in connection with proposed business acquisition

Purchase of property and equipment

Cash paid for business acquisition

Purchase of cryptocurrency

Net cash used in investing activities

Financing Activities:

Proceeds from sale of common shares not yet issued

Proceeds from sale of common share

Repayment of related party advances

Proceeds from related party advances

Payment of convertible notes

Net cash provided by financing activities

5 unchanged sentences

Income taxes paid

Supplemental Disclosures of Noncash Financing Information:

Shares issued for asset acquisition

Note Payable assumed for asset acquisition

Shares issued for settlement of accrued salary

Modification of stock options for settlement of accrued salary

Conversion of notes payable and derivative liabilities

See accompanying notes to the unaudited consolidated

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The accompanying consolidated financial statements

include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, Edgemode and Edgemode Mine Co UK Limited.

All intercompany

transactions and balances have been eliminated in consolidation.

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

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Schedule of liabilities measured at fair value

Fair Value Measurements at March 31, 2025

Fair Value Measurements at June 30, 2025

Derivative liabilities

2 unchanged sentences

The Company had no assets valued using level 1,

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

level 2, or level 3 inputs as of June 30, 2025 or December 31, 2024.

Derivative Financial Instruments

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workloads for machine learning and artificial intelligence.

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

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

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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

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.

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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.

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.

Company is currently evaluating the effect of this pronouncement on its disclosures.

NOTE 3 – Going Concern

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of assets and liabilities should the Company be unable to continue as a going concern.

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.

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

During the three months ended March 31, 2025,

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

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

Adler and appoint Dr.

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

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,

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.

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

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

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.

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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

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.

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;

the “Option Grants”), to reduce the exercise price of the Option Grants to $ 0.005

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.

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.

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.

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and are due on demand.

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.

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

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.

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

Schedule of aggregate purchase price

Fair value of common shares issued

Total Purchase Consideration

The Company allocated the aggregate purchase

price as follows:

Power purchase agreement

Total Purchase Consideration

NOTE 6 – Equity

Preferred shares

We are authorized to issue 5,000,000

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 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.

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

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is mandatorily redeemable and will be accounted for as a liability under ASC 480.

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

As of June 30, 2025, there are no shares of the Series

B Convertible Preferred Stock outstanding.

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Common shares

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.

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

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

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

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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

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

Exercise price

Expected term

2.5 - 5 years

311.87%-401.47%

Dividend Yield

Risk-free rate

3.73% - 3.82%

Common stock option fair value

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 three months ended March 31, 2025:

activity for the six months ended June 30, 2025:

Schedule of stock option activity

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Outstanding, December 31, 2024

Outstanding, March 31, 2025

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

1,028,772,533

Outstanding, June 30, 2025

1,427,057,202

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 2.5 years as of March 31, 2025.

was 4.07 years as of June 30, 2025.

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

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The following table summarizes the stock warrant

activity for the three months ended March 31, 2025:

activity for the six months ended June 30, 2025:

Schedule of stock warrant activity

1 unchanged sentence

Outstanding, December 31, 2024

Outstanding, March 31, 2025

Outstanding, June 30, 2025

The weighted average remaining life of all outstanding

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

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

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

As of June 30, 2025, the intrinsic value for the warrants vested and outstanding was $ 0 .

NOTE 7 – Notes Payable and Convertible

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Notes Payable

The Company has outstanding notes 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.

1 unchanged sentence

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.

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 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

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

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 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.

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 .

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.”

Derivative Liabilities.” In addition, see further

discussion under “ Note 11.

Subsequent Events” for subsequent conversions.

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

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”).

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,

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

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

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

following the 180-day anniversary from the issuance date, as defined in the Promissory Notes, convert all or any part of the outstanding

and unpaid amount of the Promissory Notes into fully paid and non-assessable shares of Common Stock.

If the Promissory Notes are not repaid

on or prior to the maturity date, the conversion price will be $0.20 or 50% of the preceding five-day VWAP on the six-month anniversary,

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

to claim any preferable terms from any future securities, excluding certain exempt issuances.

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

NOTE 8 – Derivative Liabilities

5 unchanged sentences

Schedule of assumptions for derivative liabilities

As of March 31, 2025

As of June 30, 2025

Conversion Option

6 unchanged sentences

Derivative liability fair value

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

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of June 30, 2025

As of December 31, 2024

5 unchanged sentences

Exercise price

$ 0.0004-0.01

Derivative liability fair value

3 unchanged sentences

The table below presents the change in the fair

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

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

Fair value on the date of issuance related to principal default

Fair value settled to equity upon conversion

Fair value on the date of issuance related to warrants issued

Change in fair value of derivatives

( 1,254,247 )

Fair value as of March 31, 2025

Fair value as of June 30, 2025

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 $ 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.

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

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.

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.

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

9 unchanged sentences

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 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.

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 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 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.

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.

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