What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-04-13 compared with 2025-05-02 · 1033 added, 527 removed, 421 unchanged (79% of the section changed)

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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

To the Board of Directors and

Stockholders of Edgemode, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Edgemode,

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

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

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

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

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

accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Edgemode, Inc.

(the Company) as of December 31, 2025 and 2024, and the related consolidated statements of operations,

changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2025,

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

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,

and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025 in conformity

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

Going Concern

The accompanying consolidated financial statements have been prepared

assuming the Company will continue as a going concern.

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

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

doubt about its ability to continue as a going concern.

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

The accompanying consolidated financial statements

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

As discussed in Note 3 to the consolidated financial statements,

the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2025 which

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

Management’s plans regarding these matters are also described

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

Basis for Opinion

These consolidated financial statements are the responsibility of the

Company’s management.

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

on our audits.

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

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

federal securities laws and the applicable rules

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

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

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

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

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

an audit of its internal control over financial reporting.

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

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

control over financial reporting.

These consolidated financial statements are the

responsibility of the Company’s management.

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

statements based on our audits.

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

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

federal securities laws and

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

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material

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

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

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

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Our audits included performing procedures to assess

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

that respond to those risks.

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

consolidated financial statements.

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

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

We believe that our audits provide

a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from

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

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

challenging, subjective, or complex judgments.

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

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

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

The critical audit matter communicated below is

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

to the audit committee and that:

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

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

The communication of critical audit matters does not alter

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

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

Derivatives Arising from Convertible Notes

The valuation of derivative liabilities arising from convertible notes

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

These liabilities

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

The determination of fair value

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

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

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

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

Given the significance of these liabilities to the financial statements

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

subjective inputs.

The valuation of derivative liabilities arising

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

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

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

and involve substantial management judgment.

To form our overall opinion on the financial statements,

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

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

value measurement.

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

fair value of the derivative liabilities.

Given the significance of these liabilities to

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

challenging evaluations of subjective inputs.

/s/ M&K CPAS, PLLC

PCAOB ID 2738

We have served as the Company’s auditor

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

The Woodlands, TX

April 13, 2026

Edgemode, Inc.

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Total current assets

Unsecured Advances

Deferred Offering Costs

Equipment, Net

Intangible assets - cryptocurrencies

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Accrued payroll

Equipment notes payable

Deferred Revenue

Notes payable

Notes payable – related parties

Convertible notes payable

Convertible notes payable, net of discounts

Derivative liabilities

Total current liabilities

Deferred Revenue- Long Term

Total liabilities

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

zero issued and outstanding December 31, 2024 and 2023

Common shares, $ 0.001 par value, 950,000,000 shares authorized;

Series D Preferred Shares, 2 and 0 shares authorized;

Par value $ 0.001 ;

2 and 0 shares issued and outstanding, December 31, 2025 and 2024, respectively

Common shares, 7,000,000,000 and 950,000,000 shares authorized;

par value $ 0.001 ;

2,998,158,602 and 390,687,459 shares issued and outstanding, December 31, 2025 and 2024, respectively

Additional paid-in capital

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General and administrative expenses

Loss on cryptocurrencies

Gain/Loss on cryptocurrencies

Impairment of assets

Total operating expenses

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Interest expense

( 6,101,722 )

Penalty on prepayment of Preferred B shares

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Loss on settlement

Gain on settlement of liabilities

Other expense

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$ ( 1,590,059 )

Loss per common share - basic and diluted

Weighted average shares outstanding - basic and diluted

Loss per common share - basic

Loss per common share- diluted

Weighted average shares outstanding - basic

1,948,494,875

Weighted average shares outstanding - diluted

1,948,494,875

The accompanying notes are an integral part of

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Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

For the years ended December 31, 2025 and 2024

Mezzanine Equity

Stockholders’

Balance December 31,

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$ ( 3,132,956 )

Common shares issued for settlement of claims

Stock-based compensation

( 1,590,059 )

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( 4,723,015 )

Shares issued for cash

Shares issued for acquisition

1,260,246,354

Shares issued for settlement of

accrued salary

Series D shares issued for settlement

of accrued salary

Shares issued for note inducement

Shares issued for conversion of

notes payable

Shares issued for commitment fee

Shares issued for Compensation

Shares issued for cashless exercise

of stock options

Shares issued for cashless exercise

of stock warrants

Stock based compensations

Settlement of salary for modification

Relief of warrant derivative liability

upon settlement of notes

Relief of warrant derivative liability

upon exercise of warrants

Establishment of warrant derivative

liability upon issuance of convertible notes

( 31,395,924 )

Balance December 31, 2023 (Restated)

( 31,395,924 )

( 24,629,291 )

Balance December 31, 2025

2,998,158,602

$ ( 65,114,259 )

$ ( 18,807,799 )

The accompanying notes are an integral part of

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For the Year Ended

December 31, 2024

December 31, 2023

Operating Activities:

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$ ( 1,590,059 )

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

Interest expense on principal default

Interest expense charge for day one derivative loss

Prepayment on penalty of Preferred B shares

Adjustments to reconcile net loss to net cash provided

by (used in) operating activities:

Amortization of debt discount

Impairment of fixed assets and land

Change in fair value of cryptocurrency

Change in fair value of derivative liabilities

( 18,892,429 )

Day one interest charge on derivative liabilities

Stock-based compensation

Loss on cryptocurrency transactions

Loss on settlement

Gain on settlement of liabilities

Loss on settlement of Notes Payable

( 124,562,621 )

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Accrued payroll

Net cash provided by operating activities

Deferred Revenue

Net cash provided by operating

Investing Activities:

Proceeds from sale of cryptocurrencies

Cash paid for business acquisition

Advance of unsecured funds in connection with business

Purchase of Property & Equipment

Purchase of cryptocurrencies

Net cash provided by (used in) investing activities

Net cash provided by (used in)

investing activities

Financing Activities:

Proceeds from notes payable

Proceeds from issuance of common shares, net of offering

Proceeds from related party advances

Payments of related party advances

Payments of convertible notes

Payments on notes payable

Net cash used in financing activities

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Supplemental Disclosures of Noncash Financing Information:

Convertible notes issued in exchange for cryptocurrency

Note payable issued in exchange for cryptocurrency

Repayment of note payable using cryptocurrency

Cryptocurrency used to pay accrued salaries

Cryptocurrency used to pay accounts payable

Shares issued for business

Note issued for business acquisition

Shares issued for settlement

of accrued salary

Series D preferred issued

for settlement of accrued salary

Modification of stock options

for settlement of accrued salary

Conversion of notes payable

and derivative liabilities

Relief of warrant derivative

liability upon settlement of notes

Relief of warrant derivative

liability upon exercise of warrants

Establishment of new derivative

liability on warrants

Shares issued for inducement

into convertible notes

Derivative liability upon

note issuance

Shares issued for deferred

offering costs

Shares issued for cashless

exercise of stock warrants

Shares issued for cashless

exercise of stock options

Convertible note issued for

accounts payable

The accompanying notes are an integral part of

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involved in a number of prior business ventures, all of which were unsuccessful and which it has abandoned.

After the merger described

below, the Company became a cryptocurrency mining company and is currently in the process of purchasing cryptocurrency mining equipment

to restart its mining operations.

Subsequent Events.

Our subsidiary, Edgemode Wyoming,

was incorporated in the State of Wyoming in March 2020.

Between 2021 and 2023, we attempted to become a key figure in Bitcoin mining but

lacked the necessary funding to finance the purchase of Bitcoin mining hardware and hosting contracts.

As a result, since late 2023 and

throughout 2024, our business activities primarily consisted of identifying and evaluating suitable acquisition transaction candidates,

which led to transition from cryptocurrency mining to digital infrastructure colocation services and HPC hosting.

Effective April 7, 2025, Edgemode, Synthesis Analytics Production, Ltd.

(“SAPL”) and Adler Capital

Limited (“ACL”) closed on the Share Exchange dated April 7, 2025 (the “Share Exchange”).

In accordance with the Share Exchange, SAPL agreed to transfer 100 % of SAPL’s

outstanding capital stock to Edgemode in exchange for 1,260,246,354 shares of Edgemode common stock, par value $0.001 per share, which

represented approximately 55% of the Company’s outstanding common stock at the Effective Time.

The Company accounted for the acquisition

as an asset acquisition under ASC 805 as SAPL did not meet the definition of a business as it did not contain a full set of integrated

inputs and outputs at the time of closing.

Following the closing of the Share Exchange, Edgemode,

through SAPL, its wholly owned subsidiary, intended to design, build, and operate digital infrastructure for HPC with the goal of becoming

a leading provider of digital colocation services.

Pursuant to a letter dated December 8, 2025, and a complaint filed by the Company in

the United States District Court for the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and

rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr.

the termination of the option to purchase common stock issued to Dr.

Adler under the Employment Agreement and the termination of such

agreement for “cause” as defined under the agreement.

Among other material breaches, without limitation, the Company has discovered

that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered

and subject to liens.

On October 15, 2025, the Company and Blackberry

AIF (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate Solutions

Cayman Limited, a Cayman Island entity (“DC Estate Solutions”) which was organized by the Company on October 23, 2025.

November 6, 2025, DC Estate Solutions and BAIF entered into a share purchase agreement (the “SPV SPA”).

DC Estate Solutions

was initially owned and controlled 75% by the Company and 25% by BAIF.

The principal of BAIF is Jose Mora.

DC Estate Solutions has acquired

five property leases, which were previously assigned to and held by BAIF, consisting of 100 hectares of land each located in the Spain

cities of Malpica, Caceres, Vianos, Cordoba and Torrecampo (the “Spain Leases”).

The Spain Leases are held by wholly owned

subsidiaries of DC Estate Solutions.

The Spain Leases are for an average term of 35 years at an initial total average cost of $ 96,000

per month for all sites.

As a condition of each lease, the payments are subject to meeting certain milestones, such as obtaining a favorable

urban compatibility reports and connection points.

Under the terms of the Spain Leases, the Company will pay approximately $ 15,000 to

the owners of the Cordoba site in 2026.

No further payments are expected in 2026.

Subsequent to December 31, 2025, and effective January

22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate Solutions,

which (i) amends and restates the MOU and (ii) supplements the SPV SPA.

Pursuant to the SPA, DC Estate Solutions acquired the equity interests

of five special purpose vehicles (the “SPVs”):

(i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300

MW, (iii) DC Estate Vianos SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW.

As a result of the acquisition

of the SPVs, DC Estate Solutions also acquired the Spain Leases.

Pursuant to the JVA, DC Estate Solutions shall

be owned and controlled 50.1 % by the Company and 49.9 % by BAIF.

The purpose of the JVA is to manage and coordinate the development of

high-performance computing data center (the “Data Centers”) sites on the properties governed by the Spain Leases.

Substantially,

all material decisions of the JVA and Joint Venture Company shall require the unanimous consent of the Company and BAIF.

Under the JVA,

the Company agreed to fund DC Estate Solutions with $3,500,000 USD as follows:

(i) $250,000 USD, which was previously paid upon the execution

of the MOU, (ii) $250,000 USD, which was previously paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a

notarial public deed in Spain in connection with the transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable

in monthly installments of $125,000 USD commencing on March 1, 2026.

The funds shall be distributed by DC Estate Solutions to BAIF.

Company also agreed to grant to BAIF, or its assignee, a non-qualified option to purchase up to 250,000,000 shares of the Company’s

common stock (the “First Mora Option”) at an exercise price of $ 0.02 per share.

The First Mora Option is fully vested and

exercisable upon the grant date and terminates on the earlier of (i) five years following the date of the First Mora Option or (ii) the

termination of the JVA.

See Note 13 “ Subsequent Events .”

On June 3, 2022 the Company changed its name from

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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 Wyoming, Edgemode Mine Co UK Limited, and

Synthesis Analytics Production, Ltd.

All intercompany transactions and balances have been eliminated in consolidation.

Segments Reporting

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The Company had no assets valued using level 1,

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

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

Derivative Financial Instruments

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

The Company has entered into digital asset mining

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

The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the

Company provides computing power to the mining pool operator.

In exchange for providing computing power, the Company is entitled to a

Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by us to the mining

pool as a percentage of total network hash rate, and other inputs.

We are entitled to consideration even if a block is not successfully

placed by the mining pool operator.

The terms of the agreement provides that neither party can dispute settlement terms after thirty-five

days following settlement.

The Company’s Full-Pay-Per-Share is based on the proportion of computing power the Company contributed

to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

Providing computing power in digital asset transaction

verification services is an output of the Company’s ordinary activities.

The provision of providing such computing power is the

only performance obligation in the Company’s contracts with mining pool operators.

The transaction consideration the Company receives,

if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than

the fair value at contract inception or the time the Company has earned the award from the pools.

The consideration is all variable.

it is not probable that a significant reversal of cumulative revenue will not occur, the amount of consideration recognized is constrained

to the amount of consideration received, at which time revenue is recognized.

There is no significant financing component in these transactions.

Fair value of the cryptocurrency award received

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

Under current GAAP, crypto assets held by the

Company are accounted for as indefinite-lived intangible assets.

Those assets are tested for impairment annually and more frequently if

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

If the carrying amount of the asset exceeds

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

further discussion under Recent Accounting Pronouncements.

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

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

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.

The Company expenses advertising costs as they

are incurred.

The Company had no advertising costs for the year ended December 31, 2025 and 2024.

Deferred Offering Costs

The Company had capitalized qualified direct costs

related to its efforts to raise capital through a sale of its common stock in a private offering as of December 31, 2023.

Deferred offering

costs will be deferred until the completion of the private offering, at which time they will be reclassified to additional paid-in capital

as a reduction of the offering proceeds.

Due to the delays in the financing, during the year ended December 31, 2023, $ 264,706 of deferred

offering costs were expensed, which included in general and administrative expenses in the accompanying statement of operations.

related to its efforts to raise capital through a sale of its common stock in a private offering related to the issuance of 25,000,000

shares of common stock with a value of $ 495,000 as of December 31, 2025.

and amortized ratably upon sales under the offering, and upon

completion, they will be reclassified to additional paid-in capital as a reduction of the offering proceeds.

If the Company terminates

the offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses.

Recent Accounting Pronouncements

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Segment Reporting (Topic 280) :

Improvements to Reportable Segment Disclosures, which requires disclosure of incremental

segment information on an annual and interim basis.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim

periods within fiscal years beginning after December 15, 2024 on a retrospective basis.

The Company has implemented this ASU during the

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

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

Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

Improvements to Reportable 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

earnings as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting

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

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

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.

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 December 31, 2025, the Company recorded all changes in fair value in the current period with

no cumulative effect on the opening balance of retained earnings.

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

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on a prospective basis while retrospective application is permitted.

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

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

In November 2024, the FASB issued ASU

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

the Effective Date (“ASU 2025-01”).

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

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

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

years beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the effect of this pronouncement

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At December 31,2025, the Company had not yet achieved

profitable operations and expects to incur further losses in the development of its business, 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 but considers

that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance

of additional funding being available.

profitable operations and expects to incur further losses and requires significant capital to continue its operations and, there are

no assurances that the Company will receive 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.

Related Party Transactions

During the year ended December 31, 2023, the Company

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

Isaacs agreed to a reduction

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

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

No additional amounts are owed to Mr.

Isaacs as of December 31, 2024.

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

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

Officer of the Company, respectively.

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

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

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

Officer of the Company, respectively.

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

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

New York Stock Exchange, or another equivalent market.

On March 3, 2023, the Company granted to each

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

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

years (the “Stock Options”).

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

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

As of December 31, 2024 and 2023 the Company owed

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

During the year ended December 31, 2024 and 2023,

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

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 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,

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

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

Adler subsequently resigned from the board.

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

Pursuant to a letter dated December 8, 2025, and a complaint filed by the Company in the United States District Court for

the Southern District of Florida, the Company intends to seek rescission of the Share Exchange and rescind the shares of Company common

stock issued to ACL pursuant to the Share Exchange and the Company has sent notice to Dr.

Adler for the termination of the option to purchase

common stock issued to Dr.

Adler under the Employment Agreement and the termination of such agreement for “cause” as defined

under the agreement.

Among other material breaches, without limitation, the Company has discovered that the real property and material

assets of SAPL were encumbered at the time of the closing of the Share Exchange and remain encumbered and subject to liens.

During the year ended December 31, 2025, in satisfaction

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

Faulkner and Mr.

Wajcenberg, the Company (1) agreed to issue to each of Charles Faulkner

and Simon Wajcenberg 256,660,163 shares of restricted common stock at a conversion price of $0.003 per share and (2) amended options held

by each of Mr.

Faulkner and Mr.

Wajcenberg to (i) purchase up to 76,619,603 shares of the Company’s common stock at an exercise

price of $0.10 per share, as amended on March 3, 2023, which vest upon the closing of the purchase of at least $15 million of crypto mining

equipment (the “2022 Options”) and (ii) purchase up to 77,000,000 shares of the Company’s common stock at an exercise

price of $0.04 per share, which shall vest upon the Company closing on the purchase of at least $15 million of crypto mining equipment

(the “2023 Options”), to eliminate the vesting requirements of the 2022 Options and 2023 options.

The 2022 Options and 2023

Options are fully vested as of February 1, 2025.

As a result of the removal of the vesting conditions on the outstanding options, the

Company recorded $ 24,246,887 in stock-based compensation during the year ending December 31, 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

(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 options were

revalued on the modification date for the change in exercise price using a the Black-Scholes option pricing model and the fair value of

the options under the new terms as compared to the old terms did not result in an incremental increase in fair 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.

On December 10, 2025, the Company issued

Faulkner and Mr.

Wajcenberg each 1

share of Series D Preferred stock in exchange for the settlement of accrued salaries of $ 386,000

for each of the officers.

The Company determined that the shares had value in excess of the stated value in the amount of $ 4,514,533 ,

which the Company recorded as compensation expense to the officers.

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

the Company owed the executive officers of the Company $ 455,989 and $ 1,616,090 in accrued payroll for services performed.

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

the Company owed the executive officers $ 24,455 and $ 32,725 , respectively, for working capital advances.

The advances are non-interest

bearing and are due on demand.

Asset Acquisition

Effective April 7, 2025 (the “Effective

Time” or “Closing Date”), Edgemode, SAPL and ACL the Share Exchange.

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.

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 December 31, 2025, the option

term with an estimated value of $ 180,053 classified under other current assets on the accompanying balance sheet.

As of December 31, 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.

As a result of the transaction, the loan is included in the balance of the

Notes payable – related parties on the accompanying balance sheet.

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

Power purchase agreement

Total Purchase Consideration

Subsequent to the closing of the acquisition,

the Company learned of material breaches of the Share Exchange whereby the Company was not able to take possession of the assets as described.

As further described in Note 12 Commitments and Contingencies, the Company has file a lawsuit against ACL seeking rescission of

the Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant

to the Share Exchange and damages related thereto.

As a result of the uncertainty, the Company has fully impaired the assets from the

SAPL acquisition as of December 31, 2025.

Unsecured advances

On October 15, 2025, the Company and Blackberry

AIF SL (“BAIF”) entered into a memorandum of understanding (the “MOU”) for the purposes of organizing DC Estate

Solutions Cayman Limited, a Cayman Island entity (the “SPV”) which was organized by the Company on October 23, 2025.

execution of the MOU the Company paid BAIF $ 250,000 and the Company paid BAIF an additional $ 250,000 on the closing of the SPV SPA.

addition, the Company has paid an additional $ 13,827 on behalf of BAIF for various expense incurred as part of the transaction.

are unsecured and bear no interest.

See “Note 13.

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

Preferred shares

26 unchanged sentences

determined that the preferred stock is mandatorily redeemable and will be accounted for as a liability under ASC 480.

During the year ended December 31, 2022, the Company

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

On January 25, 2023, the Company redeemed the

Preferred B shares and paid to the holder a total of $ 270,549 which included the stated value of $ 212,500 , $ 6,190 in accrued dividends

and the early redemption premium of $ 51,859 .

As of December 31, 2025, there are no shares of

the Series B preferred shares outstanding.

10, 2025, the Company filed with the Nevada Secretary of State a Certificate of Designation of Series D Preferred Stock.

Pursuant to the

Series D Preferred Stock Certificate of Designation, the Board designated a new series of the Company’s preferred stock, the Series

D Preferred Stock, par value $ 0.001 per share.

The Series D Preferred Stock Certificate of Designation authorized the Company to issue

2 shares of Series D Preferred Stock.

Pursuant to the Series D Preferred Stock Certificate

of Designation, holders of Series D Preferred Stock are entitled to vote together with the holders of common stock on all matters submitted

to a vote of shareholders and each share of Series D Preferred Stock entitles the holder to voting power equal to 25.5% of the issued

and outstanding shares of the Company’s common stock.

The Series D Preferred Stock are not convertible, do not earn dividends, and

are not redeemable.

10, 2025, the Company issued to each of the officers 1 share of Series D Preferred stock in exchange for the settlement of accrued salaries

of $ 386,000 for each of the officers.

The Company determined that the shares had value in excess of the stated value in the amount of

$ 4,514,533 , which the Company recorded as compensation expense to the officers.

Common shares

The Company has authorized 950,000,000 shares

of common stock, par value of $ 0.001 , and as of December 31, 2024 has issued 390,687,459 shares of common stock.

All of the common shares

have the same voting rights and liquidation preferences.

As of December 31, 2025, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of December 31, 2025, has issued 2,998,158,602 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 8 below, the Company issued

shares of common stock for the conversion of notes payable.

As discussed in Note 8 below, the Company issued

shares of common stock in connection with the issuance of convertible notes payable.

During the year ended December 31, 2025, the Company

received $ 500,000 in cash proceeds for the sale of 45,177,578 shares of common stock.

During the year ended December 31, 2025, the Company

issued 21,833,333 shares of restricted common stock for services to outside consultants for an aggregate value of $ 540,850 .

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

During the year ended December 31, 2025, the Company’s

Chief Financial Officer exercised outstanding options on a cashless basis and 404,005,115 shares were issued in exchange.

During the year ended December 31, 2025, holders

of 161,000,000 common stock warrants exercised on a cashless basis and 124,098,722 common shares were issued in exchange.

Equity Line of Credit Agreement

On September 4, 2025, the Company entered into

a Common Stock Purchase Agreement (the “Purchase Agreement”) with Alumni Capital LP, a Delaware limited partnership (“Alumni

Capital”), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one

or more transactions, a number of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”)

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

The Purchase Agreement expired on

December 31, 2023.

In exchange for Alumni Capital entering into the

Purchase Agreement, the Company issued 2,521,008 shares of Common Stock to Alumni Capital upon execution of the Purchase Agreement (the

“Initial Commitment Shares”).

Alumni Capital represented to the Company, among other things, that it was an “accredited

investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities

The Company shares of Common Stock, including the Commitment Shares, are being offered and sold under the Purchase Agreement

in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act

and Rule 506(b) of Regulation D promulgated thereunder.

The securities sold may not be offered or sold in the United States absent registration

or an applicable exemption from registration requirements.

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

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

The Commitment shares were valued

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

On March 30, 2023, the Company entered into a

settlement agreement with a previous note holder for settlement of outstanding claims of a note payable that had been paid in full previously.

Per the terms of the settlement agreement, the Company issued 250,000 shares of common stock, and as a result the Company recorded a loss

on settlement of $ 9,975 .

a Securities Purchase Agreement (the “ELOC Agreement”) with an Accredited Investor (“Investor”).

Pursuant to the

ELOC Agreement, the Company agreed to sell, and the Investor agreed to purchase up to $ 50,000,000 (the “Commitment Amount”)

of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”).

The transactions contemplated by the ELOC Agreement

are subject to the Company registering the Investor’s resale of the Purchase Shares on a registration statement to be filed with

the Securities and Exchange Commission (“SEC”).

Concurrent with the execution of the ELOC Agreement, the Company entered into

a registration rights agreement with the Investor (the “Registration Rights Agreement”).

Pursuant to the Registration Rights

Agreement, the Company agreed to file a registration statement on Form S-1 (the “ELOC Registration Statement”) with the SEC

covering the resale of the Purchase Shares sold under the ELOC, within 45 days of the date of execution of the ELOC Agreement and Registration

Rights Agreement and to use its best efforts to have the Registration Statement and any amendment declared effective by the SEC at the

earliest possible date.

The registration rights granted under the Registration Rights Agreement are subject to certain conditions and

limitations and are subject to customary indemnification and contribution provisions.

In connection with entering into the ELOC Agreement,

the Company agreed to immediately issue to the Purchaser, 25,000,000 restricted shares of common stock as commitment shares.

The commitment

shares were recorded at their fair value based on the closing price on date of issuance, or $ 495,000 and are recorded as deferred offering

cost and will reduce the net proceeds received once the ELOC shares are sold.

As of December 31, 2025, no shares have been sold

under the ELOC.

See Note 13 “ Subsequent Events ” for subsequent sales under the ELOC.

Stock Options

During the year ended December 31, 2023, the Company

granted to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively,

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

five years (the “Stock Options”).

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

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

The Company used the black-scholes option

pricing model to value the options and determined a fair value of $ 4,814,035 .

As of December 31, 2024, the Company had not met the contingent

vesting requirements, and as such no amounts have been expensed related to these 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.

The modification resulted in a de-minimus increase in fair

value and as a result no additional expense was recognized

During the year ended December 31, 2025, the Company

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

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

The amendment reduces the exercise price

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

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

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

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

(including Dr.

Adler) at an exercise price of $0.005, which vested immediately and have a term of 5 years.

During the year ended December 31, 2025, the Company

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

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

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

historical exercise data to estimate the expected term.

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

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

Officer and Chief Financial Officer of the Company, respectively.

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

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

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

The amendment resulted in no additional incremental

fair value being recorded.

As of December 31, 2024, the Company has $ 22,529,707

of value remaining to be expensed based upon completions of milestones, of which $ 21,679,711 is contingently subject to expense recognition

based on the timing of when the Company is able to close on a purchase of at least $15 million of crypto mining equipment as describe

above, and $ 0 of remaining amortization to expensed pursuant to the vesting terms.

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.

Pursuant to a letter dated December 8, 2025, and

a complaint filed by the Company in the United States District Court for the Southern District of Florida, the Company intends to seek

rescission of the Share Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange and the Company

has sent notice to Dr.

Adler for the termination of the option to purchase common stock issued to Dr.

Adler under the Employment Agreement

and the termination of such agreement for “cause” as defined under the agreement.

Among other material breaches, without limitation,

the Company has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share

Exchange and remain encumbered and subject to liens.

See Note 12 “ Commitments and Contingencies .”

The fair value of the common stock options was

estimated using a black-scholes model with the following assumptions:

Schedule of 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 year ended December 31, 2025 and 2024,

the Company recorded $ 24,246,887 and $ 0 , respectively of stock-based compensation related to the common stock option transactions.

of December 31, 2025, the Company has $849,996 of value remaining to be expensed based upon completions of milestones.

The following table summarizes the stock option

activity for the years ended December 31, 2024 and 2023:

activity for the year ended December 31, 2025:

Schedule of stock option activity

2 unchanged sentences

Outstanding, December 31, 2024

1,028,772,533

( 442,792,088

( 385,789,700

Outstanding, December 31, 2025

9 unchanged sentences

The following table summarizes the stock warrant

activity for the year ended December 31, 2024 and 2023:

Schedule of stock warrant

activity for the years ended December 31, 2025 and 2024:

Schedule of stock warrant activity

Weighted-Average Exercise Price Per Share

1 unchanged sentence

Outstanding, December 31, 2024

Recapitalization

( 161,000,000

Outstanding, December 31, 2025

As of December 31, 2024, the intrinsic value for

the options vested and outstanding was $ 0 .

On September 15, 2025, as a result of the new

issuance of convertible notes with an exercise price lower than the current exercise price listed in the notes, 9,230,000 of the outstanding

warrants were repriced to the new exercise price with a reciprocal increase in the number of outstanding warrants.

As a result the Company

issued 452,270,000 new warrants and all warrants have an exercise price of $ 0.01 .

The Company did not record any additional expense or

deemed dividend upon the reprice event under the provision of ASC 815-40.

The weighted average remaining life of all outstanding stock

warrants was 0.89 years as of December 31, 2025.

Notes Payable

Pursuant to the merger agreement, the Company

acquired outstanding note payables in the amount of $ 35,000 .

The Company has outstanding notes payables in

the amount of $ 35,000 .

These loans were advanced as due on demand and no communication has been received from the original lenders.

In April 2023, the Company utilized an existing

marginal lending facility with SFOX, a digital assets broker.

The marginal lending facility allows the Company to borrow funds up to a

maximum aggregate amount of $ 50,000 to finance its investment activities in digital assets.

The terms of the marginal lending facility

include an interest rate on the borrowed funds of 11 % and the maximum borrowing period under the facility is 28 days, the facility can

be rolled over provided there is sufficient collateral.

The facility is secured by a pledged collateral of digital assets.

is required to maintain a collateral balance equal to 110% of the outstanding principal balance with the lender.

As of December 31, 2023,

the collateral balance was returned and the loan balance has been settled in full.

Equipment Notes Payable

16 unchanged sentences

On April 11, 2023, the Company entered into a

Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company

sold the investor an unsecured promissory note in the principal amount of $ 60,760 (the “April Promissory Note”).

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

legal fees of $ 4,250 .

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

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

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

The April Promissory Note is convertible into

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

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

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

of $ 0 as of December 31, 2024.

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

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

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

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

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

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

The aggregate debt discount of $6,962

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

The Convertible Note is convertible into common shares of

the Company beginning on the sixth-month anniversary, at a rate of 65% average of the three of the lowest prices for the preceding 15

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.

As of December 31, 2024 and 2023, the balance on the note was $ 94,439 , with a remaining unamortized discount

of $ 0 as of December 31, 2024.

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 year ended December 31, 2025 the Company issued 15,431,359 shares for the conversion of the

outstanding principal and accrued interest of $ 31,564 .

As of December 31, 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 year ended December 31, 2025 the Company issued 51,805,600 shares for the conversion of the outstanding

principal and accrued interest of $ 107,426 .

As of December 31, 2025, the note has been settled in full.

On August 4, 2023, the Company entered into a

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

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 December 31, 2024 and 2023, the balance on the

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

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.

During the year ended December 31, 2025 the Company issued 46,214,206 shares for the conversion of the

outstanding principal and accrued interest of $ 98,436 .

As of December 31, 2025, the note has been settled in full.

On October 20, 2023, the Company received notice

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

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.

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

1 unchanged sentence

The fair value of the derivative on the date of default

was charged directly to interest expense, as the notes are passed due.

See further discussion under Note 10.

Other Convertible Promissory Notes

was charged directly to interest expense, as the notes are past due.

On April 25, 2023, the Company entered into a

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

in the principal amount of $ 60,000 .

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

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

The Promissory Note has a prepayment percentage

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

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

the note was $ 60,000 .

The note is past due.

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 year ended December 31, 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 December 31, 2025, the note has been settled in

In addition, on April 26, 2023, the Company entered

into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible

promissory note in the principal amount of $ 57,502 Promissory Note.

The Company received gross proceeds of $ 57,502 in consideration of

issuance of the Promissory Note.

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

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

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

The note is past due.

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,

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

On the 180-day anniversary date the resulting conversion price

is equal to $0.01 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.

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 year ended December 31, 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 December 31, 2025, the note has been

settled in full.

On August 15, 2025,

the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company sold the accredited

investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 .

The Company received net proceeds of $ 60,000

after original issue discount of $ 13,600

and legal fees of $ 8,000 .

The Promissory Note shall incur a one-time interest charge of 15 %

equal to $ 12,240 , which is added to the principal balance, has a maturity date of May

The 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.

The aggregate debt discount of $ 33,840

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

As of December 31, 2025, the balance on the note is

September 2, 2025, the Company entered into a securities purchase agreement with ClearThink, pursuant to which the Company sold

ClearThink the “First Promissory Note” in the principal amount of $ 172,500

for which the Company received net proceeds of $ 150,000 after

original issue discount of $ 22,500 .

First Promissory Note shall incur a one-time interest charge of 12 %

equal to $ 20,700 , which is added to the principal balance, has a maturity date of August

The note is convertible into common shares of the Company after 180 days, at a rate of $0.01, but in the event the

trading price is below $ 0.01

for 5 consecutive trading days the conversion price resets to $ 0.0075 ;

if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days.

aggregate debt discount of $ 43,200

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

As of December 31, 2025, the balance on the note is

September 9, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the Company

sold the accredited investor an unsecured original issue discount promissory note in the principal amount of $ 81,600 for which The

Company received net proceeds of $ 60,000 after original issue discount of $ 13,600 and legal fees of $ 8,000 .

The 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.

The aggregate debt discount of $ 21,600 is being amortized to interest expense over the respective term of the

As of December 31, 2025, the balance on the note is $ 93,840 .

September 15, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the

Company sold an accredited investor an unsecured original issue discount promissory note in the principal amount of $ 287,500

for which the Company received net proceeds of $ 244,000 after

original issue discount of $ 37,500

and legal fees of $ 6,000 .

Promissory Note shall incur a one-time interest charge of 10 %

equal to $ 28,750 ,

which is added to the principal balance, and has a maturity date of September

In connection with the agreement, the Company issued to the accredited

investor 8,500,000

shares of common stock as inducement shares with relative fair value of $ 174,517

which was recorded as a discount on the note.

The note is convertible into common shares of the Company, at the lower of

of the lowest price for the preceding 10 trading days.

As a result of the variable conversion rate, the conversion feature must be

separated from the note resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of

issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest

See further discussion under “Note 9.

Derivative Liabilities .” The aggregate debt

discount of $ 316,250

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

As of December 31, 2025, the balance on the note is

September 18, 2025, the Company entered into a securities purchase agreement with an accredited investor, pursuant to which the

Company sold an unsecured original issue discount promissory note in the principal amount of $ 115,000

for which the Company received net proceeds of $ 94,000 after

original issue discount of $ 15,000

and legal fees of $ 6,000 .

Promissory Note shall incur a one-time interest charge of 10 %

equal to $ 9,200 , which is added to the principal balance, and has a maturity date of September

In connection with the agreement, the Company issued to the accredited

investor 3,400,000

shares of common stock as commitment shares.

The proceeds from the sale of the unsecured original issue discount promissory note

shall be used for working capital.

The Company paid $ 6,000

to the accredited investor and its counsel for legal fees.

The note is convertible into common shares of the Company, at a rate of

$0.01 and if after 180 days, the trading price is below $ 0.01

for 5 consecutive trading days the conversion price resets to $ 0.0075 ;

if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days.

result of the variable conversion rate on the other outstanding notes, the conversion feature must be separated from the note

resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of issuance was recorded as

a debt discount up to the face value of the note with the excess being charged directly to interest expense.

See further discussion

under “Note 9.

Derivative Liabilities .” The aggregate debt discount of $ 121,000

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

As of December 31, 2025, the balance on the note is

September 23, 2025, the Company entered into a security purchase agreement with an accredited investor, pursuant to which the

Company sold an unsecured original issue discount promissory note in the principal amount of $ 143,750

for which the Company received net proceeds of $ 119,000 after

original issue discount of $ 18,750

and legal fees of $ 6,000 .

Promissory Note shall incur a one-time interest charge of 10 %

equal to $ 14,375 , which is added to the principal balance, and has a maturity date of September

In connection with the agreement, the Company issued to the accredited

investor 4,250,000

shares of common stock as inducement shares with a relative fair value of $ 71,400

which was recorded as a discount on the note The note is convertible into common shares of the Company, at the lower of

of the lowest price for the preceding 10 trading days.

As a result of the variable conversion rate the conversion feature must be

separated from the note resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of

issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest

See further discussion under “Note 9.

Derivative Liabilities .” The aggregate debt discount

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

As of December 31, 2025, the balance on the note is

September 23, 2025, the Company entered into a second security purchase agreement with an accredited investor, pursuant to which the

Company sold an unsecured original issue discount promissory note in the principal amount of $ 143,750

for which the Company received net proceeds of $ 119,000 after

original issue discount of $ 18,750

and legal fees of $6,000 .

The Promissory Note shall incur a one-time interest charge of 10 %

equal to $ 14,375 , which is added to the principal balance, and has a maturity date of September

In connection with the agreement, the Company issued to the accredited

investor 4,250,000

shares of common stock as inducement shares with a relative fair value of $ 71,400

which was recorded as a discount on the note.

The note is convertible into common shares of the Company, at the lower of

of the lowest price for the preceding 10 trading days.

As a result of the variable conversion rate the conversion feature must be

separated from the note resulting in derivative liability accounting under ASC 815.

The fair value of the derivative on the date of

issuance was recorded as a debt discount up to the face value of the note with the excess being charged directly to interest

See further discussion under “Note 9.

Derivative Liabilities .” The aggregate debt discount

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

As of December 31, 2025, the balance on the note is

On October 3, 2025, the Company entered into

a securities purchase agreement dated September 30, 2025 with an accredited investor, pursuant to which the Company sold an

unsecured original issue discount promissory note in the principal amount of $ 287,500 .

The Company received net proceeds of $ 250,000

after original discount of $ 37,500 .

The promissory note shall incur a one-time interest charge of 12 %

equal to $ 34,500 , which is added to the principal balance and matures on August

Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue

discount promissory note, the Company issued 17,000,000

shares of the Company’s common stock to the accredited investor with a relative fair

value of $ 178,620

which was recorded as a discount on the note .

The note is convertible into common shares of the Company after 180 days,

at a rate of $0.01, but in the event the trading price is below $ 0.01

for 5 consecutive trading days the conversion price resets to $0.0075;

if the trading price falls below $ 0.0075

for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days.

The aggregate debt discount of $ 16,120

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

As of December 31, 2025, the balance on the note is

On October 8, 2025, the Company issued a

convertible promissory note to an accredited investor for $ 20,000

to settle outstanding amounts owed to the investor.

The note has a maturity date of October

8, 2026 and bears interest at a rate of 10 %.

The note is convertible into common shares of the Company after 180 days, at a rate of 85 %

of the lowest closing bid price for the five trading days preceding the conversion date.

As of December 31, 2025, the balance on the

note is $ 20,000 .

On October 9, 2025, the Company entered into

the “Second Promissory Note” with ClearThink in the principal amount of $ 115,000 .

The Company received net proceeds of $ 100,000

after original discount of $ 15,000 .

The Second Promissory Note shall incur a one-time interest charge of 12 %

equal to $ 13,800 ,

which is added to the principal balance and matures on August

The note is convertible into common shares of the Company after 180 days, at a rate of $ 0.01 ,

but in the event the trading price is below $ 0.01

for 5 consecutive trading days the conversion price resets to $ 0.0075 ;

if the trading price falls below $0.0075 for 5 consecutive days, the fixed price is eliminated and re-adjusted every 21 days.

aggregate debt discount of $ 28,800

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

As of December 31, 2025, the balance on the note is

On November 26, 2025, we issued a

convertible promissory note dated November 20, 2025 to an accredited investor in the aggregate principal amount of $ 143,750

(the “November 2025 Note”).

The Company received net proceeds of $ 125,000

after original discount of $ 18,750 .

The promissory note shall incur a one-time interest charge of 12 %

equal to $ 18,750 , which is added to the principal balance and matures on November

Pursuant to the securities purchase agreement, as consideration for the purchase of the unsecured original issue

discount promissory note, the Company issued 1,250,000

shares of the Company’s common stock to the accredited investor with a relative fair

value of $ 25,794

which was recorded as a discount on the note .

The November 2025 Note is convertible at a price of $ 0.01

per share and, in the event that, 180 days after the date of issuance, the closing price of our common stock is less than $0.01 per

share for more than five consecutive trading days, the conversion price shall reset to $ 0.0075 .

The aggregate debt discount of $ 63,294

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

As of December 31, 2025, the balance on the note is

During the years ended December 31, 2025 and 2024,

the Company recorded debt discount amortization expense of $ 360,551 and $ 11,231 , respectively and expects to amortize the remaining $855,743

of discount over the remaining maturities of the outstanding notes.

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:

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

4 unchanged sentences

Expected term

1.96-2.40 years

Exercise price

10 unchanged sentences

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

All fair value measurements related to the derivative

liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.

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 year ended December 31, 2025 and 2024:

Schedule of change in the fair value of derivative liabilities

Schedule of fair value of derivative liability

Fair value as of December 31, 2023

Fair value on the date of issuance related to principal default

Fair value on the date of issuance related to warrants issued

Extinguishment due to repayment

Change in fair value of derivatives

Fair value as of December 31, 2024

Extinguishment due to repayment

Establishment of derivative liability upon issuance of notes

Establishment of derivative liability on tainted warrants

Extinguishment due to conversion

Extinguishment due to exercise of warrants

( 4,028,465 )

Change in fair value of derivatives

( 18,892,429 )

Fair value as of December 31, 2025

The total impact of derivative liabilities recognized

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

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

The fair value of the derivatives related to the principal default

on the notes was charged directly to interest expense.

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

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

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

in fair value of derivatives.

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 $ 18,892,429

during the year ended December 31, 2025 and total loss of $ 1,795,664

during the year ended December 31, 2024.

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

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

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

Cryptocurrency Assets

6 unchanged sentences

Cryptocurrency at December 31, 2023

Additions of cryptocurrency – convertible notes

Additions of cryptocurrencies – other notes

Cryptocurrency used for payment of account payable

Cryptocurrency used for payment of salaries

Cryptocurrency used for payment of other notes

Sale of cryptocurrencies for cash proceeds

Realized loss on sale/exchange of cryptocurrencies

Purchases of cryptocurrency

Loss on cryptocurrency

Cryptocurrency at December 31, 2024

15 unchanged sentences

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

Schedule of component of income tax expense (benefit)

Schedule of income tax provision

For the Years Ended

December 31, 2025

December 31, 2024

Benefit attributable to operating loss

Non-deductible

Valuation allowance

Provisions for income taxes

Expected tax at statutory rates

$ ( 5,172,151 )

$ ( 333,912 )

Temporary Difference - stock based compensation

Temporary Difference - change in fair value of derivative

( 3,967,410 )

Current Year Change in Valuation Allowance

Income tax expense

The amount taken into income as deferred tax assets

12 unchanged sentences

which the Company believes to be cancelled.

The total number of stock options being contested is 137,473 , which are still shown as issued

and outstanding in Note 6 above.

The total number of stock options being contested is 137,473 ,

which are still shown as issued and outstanding in Note 7 above.

As disclosed under Note 4, the Employment Agreement

between the Company and Dr.

Adler was terminated following the Company’s discovery that SAPL and ACL breached material representations

and warranties under the Share Exchange.

Pursuant to a letter dated December 8, 2025, the Company intends to seek rescission of the Share

Exchange and rescind the shares of Company common stock issued to ACL pursuant to the Share Exchange.

The Company has also sent notice

Adler for the termination of the option to purchase common stock issued to Dr.

Adler under the Employment Agreement and the termination

of such agreement for “cause” as defined under the agreement.

Among other material breaches, without limitation, the Company

has discovered that the real property and material assets of SAPL were encumbered at the time of the closing of the Share Exchange and

remain encumbered and subject to liens.

On December 19, 2025, a lawsuit was filed in the

Clark County District Court of Nevada against the Company, Charles Faulkner and Simon Wajcenberg, the Company’s Chief Executive

Officer and Chief Financial Officer, respectively.

The plaintiffs were Dr.

Niclas Adler, who previously acted as Chief Technology Officer

of the Company and as a member of the Company’s board of directors, and Adler Capital Limited.

The complaint alleged breaches of fiduciary duty,

wrongful termination and breach of contract in connection with Dr.

Adler’s employment agreement with the Company and the related

equity awards.

The relief sought against the Company included enforcement of the Share Exchange, employment agreement and option agreement,

compensatory damages, punitive damages, accounting, prejudgment and post judgement interest, reasonable attorney fees, cost of suit, a

judicial declaration of the parties’ respective rights and obligations.

On January 21, 2026, Dr.

Adler and Adler Capital Limited

voluntarily dismissed the lawsuit without prejudice.

On January 15, 2026, the Company filed a lawsuit

against SAPL and ACL in the United States District Court for the Southern District of Florida.

The Company is seeking rescission of the

Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant

to the Share Exchange and damages related thereto.

The Company expects SAPL and ACL to file a counterclaim.

At this time, the Company is unable to predict

the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings.

An adverse judgement

or settlement could have a material adverse effect on the financial condition and results of operations of the Company.

Subsequent Events

BAIF Acquisition

Subsequent to December 31, 2025, and effective

January 22, 2026, the Company entered into a Joint Venture Agreement (the “JVA”) by and among the Company, BAIF and DC Estate

Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV SPA.

Pursuant to the SPA, DC Estate Solutions acquired the

equity interests of the five SPVs:

(i) DC Estate Córdoba SL 300MW, (ii) DC Estate Cáceres SL 300 MW, (iii) DC Estate Vianos

SL 300 MW, (iv) DC Estate Malpica SL 300 MW and (v) DC Estate Torrecampo SL 300 MW.

As a result of the acquisition of the SPVs, DC Estate

Solutions also acquired the Spain Leases.

Pursuant to the JVA, DC Estate Solutions shall

be owned and controlled 50.1% by the Company and 49.9% by BAIF.

The purpose of the JVA is to manage and coordinate the development of

the Data Center sites on the properties governed by the Spain Leases.

Substantially, all material decisions of the JVA and Joint Venture

Company shall require the unanimous consent of the Company and BAIF.

Under the JVA, the Company agreed to fund DC Estate Solutions with

$3,500,000 USD as follows:

(i) $250,000 USD, which was previously paid upon the execution of the MOU, (ii) $250,000 USD, which was previously

paid upon execution of the SPA, (iii) $375,000 USD paid on the effectiveness of a notarial public deed in Spain in connection with the

transfer of the SPVs to the JVA on the Effective Date, and (iv) $2,625,000 USD payable in monthly installments of $125,000 USD commencing

on March 1, 2026.

The funds shall be distributed by DC Estate Solutions to BAIF.

The Company also agreed to grant to BAIF, or its assignee,

the First Mora Option to purchase up to 250,000,000 shares of the Company’s common stock at an exercise price of $0.02 per share.

The First Mora Option is fully vested and exercisable upon the grant date and terminates on the earlier of (i) five years following the

date of the First Mora Option or (ii) the termination of the JVA.

Additionally, pursuant to the JVA, DC Estate Solutions’

equity interests in the SPVs are subject to the Company making minimum aggregate cash payments and contributions to DC Estate Solutions

(including amount payable under the SPV SPA) in the amount of $8,750,000 USD, which shall be distributed to BAIF.

If the Company fails

to make such payments, BAIF may foreclose on the pro rata amount of equity interests in the SPVs.

In the event of any sale or lease of

a Data Center, profits of DC Estate Solutions shall be shared equally by and between the Company and BAIF.

In the event DC Estate Solutions

develops the Data Centers and sells such Data Centers, BAIF will be entitled to a bonus as defined under the JVA.

Further, effective January 27, 2026, the Company,

BAIF and DC Estate Solutions entered into the Addendum to the JVA to account for the development of additional data centers in (i) Villasequilla,

Spain 600 MW, (ii) Tomelloso, Spain 450 MW and (iii) Tocumen, Panama 1000 MW.

The Villasequilla and Tomelloso data centers shall each

be owned by Spanish special purpose vehicles, DC Villasequilla SL and DC Tomelloso SL, respectively, and shall subsequently be assigned

to DC Estate Solutions.

The Tocumen data center shall be owned by a Panamanian special purpose vehicle, DC Tocumen SA, which shall subsequently

be assigned to DC Estate Solutions.

The Company, in addition to the already agreed upon $125,000 USD monthly payments, agreed to fund

the development of the additional Data Centers by paying a minimum of $2,400,000 USD payable in monthly installments of $100,000 USD monthly

payments to DC Estate Solutions commencing on May 1, 2026 for a minimum of 24 months, thereby increasing the minimum BAIF Funding amount

to a total of $11,150,000 USD.

The funds shall be distributed by DC Estate Solutions to BAIF.

The Company also agreed to grant to BAIF,

or its assignee, the Second Mora Option to acquire 150,000,000 shares of the Company’s common stock at an exercise price of $0.02

The Second Mora Option is fully vested and exercisable as of the grant date and terminates on the earlier of (i) five years

following the date of the Second Mora Option or (ii) the termination of the JVA.

On March 23, 2026, the Company, BAIF and DC Estate

Solutions entered into a second addendum (the “Second Addendum”) to the JVA.

Pursuant to the Second Addendum, the parties

(1) increase the capacity of the Spain-based data centers to 4,350 MW and (2) exchange the stock options to purchase an aggregate

of 400,000,000 shares of common stock of the Company issued to BAIF or its assignees issued under the JVA for 400,000,000 shares of the

Company’s restricted common stock to BAIF or its assignees with the such shares being fully paid and non-assessable on the date

of execution of the Second Addendum.

Legal Proceedings

On January 15, 2026, the Company filed a lawsuit

against SAPL and ACL in the United States District Court for the Southern District of Florida.

The Company is seeking rescission of the

Share Exchange and temporary injunctive relief to prevent SAPL and ACL from transferring the shares of common stock received pursuant

to the Share Exchange and damages related thereto.

The Company expects SAPL and ACL to file a counterclaim.

At this time, the Company is unable to predict

the outcome of the litigation or estimate the ultimate financial exposure, if any, that may result from the proceedings.

An adverse judgement

or settlement could have a material adverse effect

on the financial condition and results of operations

of the Company.

Common Share issuances

Subsequent to December 31, 2025, the Company has issued

16,500,000 shares of restricted common stock for services to outside consultants.

On the date of issuance, the shares are fully earned

and non-forfeitable.

Subsequent to December 31, 2025, and through April

10, 2026, the Company has issued an aggregate of 63,912,296 shares of restricted common stock for the cashless exercise of an aggregate

of 84,000,000 common stock warrants held by 3 warrant holders.

Subsequent to December 31, 2025, the Company has issued

55,397,351 shares of common stock under the ELOC for cash proceeds of approximately $632,125.

Subsequent to December 31, 2025, the Company has issued

5,991,570 shares of common stock for the conversion of $36,000 in principle on outstanding convertible notes.

Option Issuances

10, 2026 the board of directors approved grants to each of Charles Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief

Financial Officer of the Company, respectively, of options to purchase up to 350,000,000 shares of the Company’s common

stock at an exercise price equal to the closing sale price of the Company’s common stock as reported by OTC Markets on the trading

day immediately preceding the date of grant, exercisable for a term of five years (the “Stock Options”) in furtherance of

their employment agreements with the Company.

Each Stock Option shall each be a non-qualified option.

50% of the shares underlying

each Stock Option shall become vested and exercisable upon the closing of a purchase agreement between the Company, or the Company’s

subsidiaries, and a solid oxide fuel cell supplier for a minimum power capacity of 100 MW, as determined by the Company’s board

of directors (the “Board”), and the remaining 50% shall become vested and exercisable upon the closing of an AI data center

site sale agreement between the Company, or the Company’s subsidiaries, and a buyer which is for a minimum capacity of 100 MW, as

determined by the Board.

Subsequent to December 31, 2025, on April 8, 2026, the Company granted

Dmitry Strukov, a consultant of the Company, a stock option to purchase up to 23,750,000 shares of the Company’s common stock at

an exercise price of $0.0063 per share.

The grant was made in full satisfaction of accrued and unpaid fees in the amount of $149,617 payable

Strukov as of March 31, 2026 pursuant to that certain Consulting Services Agreement by and between Mr.

Strukov and the Company

dated May 3, 2022.

Convertible Notes

On January 12, 2026, the Company entered into

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

Under this agreement, the Company will provide Tier 3 data

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

early by either party if certain conditions are met.

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

container from Ecoblox.

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

a 50% premium for evening and weekend services.

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

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

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

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

The monthly rental payable is $75,887.18.

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

The Company shall initially provide the services through Synthesis

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

The Company is negotiating a formal agreement

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

Under the terms of the respective employment agreements

of Charles Faulkner and Simon Wajcenberg, Mr.

Faulkner and Mr.

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

as of February 1, 2025.

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

Faulkner and Mr.

Wajcenberg, the Company (1) issued to each of Charles Faulkner and Simon Wajcenberg 256,660,163 shares of restricted common stock at a

conversion price of $0.003 per share, and (2) amended options held by each of Mr.

Faulkner and Mr.

Wajcenberg to (i) purchase up to 76,619,603

shares of the Company’s common stock at an exercise price of $0.10 per share, as amended on March 3, 2023 which vest upon the closing

of the purchase of at least $15 million of crypto mining equipment (the “2022 Options”) and (ii) purchase up to 77,000,000

shares of the Company’s common stock at an exercise price of $0.04 per share, which shall vest upon the Company closing on the purchase

of at least $15 million of crypto mining equipment (the “2023 Options”), to eliminate the vesting requirements of the 2022

Options and 2023 options.

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

Under the terms of the respective employment agreements

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

Faulkner and Mr.

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

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

salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company amended each of Mr.

Faulkner and Mr.

Wajcenberg options to purchase up

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

2022 Grants”);

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

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

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

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

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

On February 27, 2025 the board of directors of

the Company adopted a resolution to amend the Company’s Articles of Incorporation to increase the number of authorized shares of

common stock to 7 billion.

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

C Preferred Stock.

The Charter Amendment become effective on April 7, 2025.

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

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

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

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

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

Series C Preferred Stock.

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

The Series C Preferred Stock is not convertible,

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

Holders of Series C Preferred Stock shall only be entitled

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

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

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

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

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

Effective April 7, 2025 (the “Effective

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

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

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

In accordance

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

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

stock at the Effective Time.

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

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

Following the closing of the Share Exchange, Edgemode,

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

a leading provider of digital colocation services.

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

change its name to EdgeMode Europe Limited.

The acquisition of SAPL has positioned us to enter

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

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

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

computing as well as machine learning and artificial intelligence.

The acquisition of SAPL will enable us to become

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

We believe that opportunities

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

colocation services to third parties engaged in HPC.

Pursuant to the terms of the Share Exchange the

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

of SAPL was appointed to fill the vacancy.

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

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

Pursuant to the terms of the

Adler Employment Agreement, Dr.

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

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

Additionally, based on Dr.

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

These terms are based on full-time engagement

and it has been agreed that Dr.

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

The Adler Employment Agreement may be terminated

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

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

date of such termination.

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

days’ prior written notice.

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

Adler his annual base

salary and any benefits for the lesser of:

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

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

Furthermore, the Company entered into a consultancy

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

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

Charlie Faulkner and Simon Wajcenberg, the current

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

Pursuant to the Share Exchange, Mr.

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

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

Additionally, the Board approved the following stock option grants

Faulkner, Mr.

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

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

of $0.005 per share;

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

of $0.005 per share;

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

On April 11, 2025, the holders of two promissory

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

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

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

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

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

common stock for services to be provided over three months.

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

a securities purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the investor

an original issue discount promissory note in the principal amount of $81,250 for which the Company received net proceeds of $75,000.

The promissory note carries an interest of 12% per annum and has maturity date of January 12, 2027.

The promissory note is convertible

into shares of the Company’s common stock 180 days after issuance at a price equal to 70% of the lowest traded price of the Company’s

common stock on its principal trading market during the 20 trading days preceding the date of conversion.

On January 27, 2026, the Company entered into

a securities purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the Investor

an unsecured original issue discount promissory note in the principal amount of $86,250 for which the Company received net proceeds of

Further, as consideration for the purchase of the promissory note, the Company also issued 1,050,000 shares of the Company’s

common stock to the investor as commitment shares.

The promissory note carries a one-time interest charge of 10%, payable on the maturity

date of January 27, 2026 or upon acceleration or prepayment of the promissory note.

The promissory note is convertible into common stock

of the Company at any time after the date of issuance at a conversion price equal to 70% of the lowest closing price of the Company’s

common stock on its principal trading market during the 10 trading days preceding the date of conversion.

On February 24, 2026, the Company entered into

a securities purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the investor

an original issue discount promissory note in the principal amount of $150,000 for which the Company received net proceeds of $130,000.

The promissory note carries an interest of 6% per annum and has maturity date of February 24, 2027.

The promissory note is convertible

into shares of the Company’s common stock 180 days after issuance at a price equal to 60% of the lowest traded price of the Company’s

common stock on its principal trading market during the 15 trading days preceding the date of conversion.

On March 5, 2026, the Company entered into a securities

purchase agreement with an accredited investor.

Pursuant to the securities purchase agreement, the Company sold the investor an original

issue discount promissory note in the principal amount of $120,000 for which the Company received net proceeds of $92,000.

The promissory

note carries a one-time interest charge of 10%, payable on the maturity date of December 15, 2026 or upon acceleration or prepayment of

the promissory note.

The 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.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data