Edgemode, Inc. 10-Q

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