Edgemode, Inc. 10-K

Item 8. Financial Statements and Supplementary Data. F-1 Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2025 and 2024 F-5 Consolidated Statements of Cash Flows for years ended December 31, 2025 and 2024 F-6 Notes to Consolidated Financial Statements 33 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 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, 2025 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 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. 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 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. F- 1 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 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 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 We have served as the Company’s auditor since 2021. The Woodlands, TX April 13, 2026 2738 F- 2 Edgemode, Inc. Consolidated Balance Sheets December 31, 2025 December 31, 2024 ASSETS Current assets: Cash $ 248,367 $ 103 Prepaid expenses and other current assets 18,791 1,368 Total current assets 267,158 1,471 Unsecured Advances 513,827 – Deferred Offering Costs 495,000 – Land – – Equipment, Net – – Intangible assets - cryptocurrencies 51 32 Total assets $ 1,276,036 $ 1,503 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued expenses $ 1,175,090 $ 724,217 Accrued payroll 455,989 1,616,090 Deferred Revenue 75,951 – Notes payable 35,000 35,000 Notes payable – related parties 1,774,445 32,725 Convertible notes payable, net of discounts 915,137 323,732 Derivative liabilities 15,424,561 1,992,754 Total current liabilities 19,856,173 4,724,518 Deferred Revenue- Long Term 227,662 Total liabilities 20,083,835 4,724,518 Commitments and contingencies – Stockholders' deficit: Preferred shares, $ 0.001 par value, 5,000,000 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 1 – 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 2,998,159 390,687 Additional paid-in capital 43,308,300 35,371,266 Accumulated deficit ( 65,114,259 ) ( 40,484,968 ) Stockholders' deficit ( 18,807,799 ) ( 4,723,015 ) Total liabilities and stockholders' deficit $ 1,276,036 $ 1,503 The accompanying notes are an integral part of these consolidated financial statements. F- 2 Edgemode, Inc. Consolidated Statements of Operations For the Year Ended December 31, 2025 December 31, 2024 Revenue $ – $ – Cost of revenue – – Gross margin – – Operating expenses: General and administrative expenses 32,443,691 1,403,929 Gain/Loss on cryptocurrencies 34 4,599 Impairment of assets 4,828,220 – Total operating expenses 37,271,945 1,408,528 Loss from operations ( 37,271,945 ) ( 1,408,528 ) Other income (expense): Interest expense ( 6,101,722 ) ( 56,488 ) Penalty on prepayment of Preferred B shares – – Refund of equipment deposit – 425,000 Change in fair value of derivatives 18,892,429 ( 1,795,664 ) Loss on settlement ( 148,053 ) – Other expense – 1,245,621 Total other income (expense), net 12,642,654 ( 181,531 ) Loss before provision for income taxes ( 24,629,291 ) ( 1,590,059 ) Provision for income taxes – – Net loss $ ( 24,629,291 ) $ ( 1,590,059 ) Loss per common share - basic $ ( 0.013 ) $ ( 0.00 ) Loss per common share- diluted $ ( 0.013 ) $ ( 0.00 ) Weighted average shares outstanding - basic 1,948,494,875 390,687,459 Weighted average shares outstanding - diluted 1,948,494,875 390,687,459 The accompanying notes are an integral part of these consolidated financial statements. F- 3 Edgemode, Inc. Consolidated Statements of Changes in Stockholders’ Deficit For the years ended December 31, 2025 and 2024 Series D Preferred Common Additional Preferred Stock Common Stock Paid-In Accumulated Stockholders Shares Awards Shares Amount Capital Deficit Deficit Balance December 31, 2023 – $ – 390,687,459 $ 390,687 $ 35,371,266 $ ( 38,894,909 ) $ ( 3,132,956 ) Net loss – – – – – ( 1,590,059 ) ( 1,590,059 ) Balance December 31,2024 – – 390,687,459 390,687 35,371,266 ( 40,484,968 ) ( 4,723,015 ) Shares issued for cash – – 45,177,578 45,178 454,822 – 500,000 Shares issued for acquisition – – 1,260,246,354 1,260,246 1,890,370 – 3,150,616 Shares issued for settlement of accrued salary – – 513,320,326 513,320 1,026,241 – 1,539,961 Series D shares issued for settlement of accrued salary 2 1 – – 5,286,532 – 5,286,533 Shares issued for note inducement – – 38,650,000 38,650 542,907 – 581,557 Shares issued for conversion of notes payable – – 175,139,715 175,141 1,243,325 – 1,418,466 Shares issued for commitment fee – – 25,000,000 25,000 470,000 – 495,000 Shares issued for Compensation – – 21,833,333 21,833 519,017 – 540,850 Shares issued for cashless exercise of stock options – – 404,005,115 404,005 ( 404,005 ) – – Shares issued for cashless exercise of stock warrants – – 124,098,722 124,099 ( 124,099 ) – – Stock based compensations – – – – 24,246,887 – 24,246,887 Settlement of salary for modification of options – – – – 100,000 – 100,000 Relief of warrant derivative liability upon settlement of notes – – – – 52,096 – 52,096 Relief of warrant derivative liability upon exercise of warrants – – – – 4,028,465 – 4,028,465 Establishment of warrant derivative liability upon issuance of convertible notes – – – – ( 31,395,924 ) – ( 31,395,924 ) Net loss – – – – – ( 24,629,291 ) ( 24,629,291 ) Balance December 31, 2025 2 $ 1 2,998,158,602 $ 2,998,159 $ 43,308,300 $ ( 65,114,259 ) $ ( 18,807,799 ) The accompanying notes are an integral part of these consolidated financial statements. F- 4 Edgemode, Inc. Consolidated Statements of Cash Flows For the Year Ended December 31, 2025 December 31, 2024 Operating Activities: Net loss $ ( 24,629,291 ) $ ( 1,590,059 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization of debt discount 360,551 11,231 Depreciation 303,312 – Impairment of fixed assets and land 4,828,220 – Change in fair value of cryptocurrency 34 4,599 Change in fair value of derivative liabilities ( 18,892,429 ) 1,795,664 Day one interest charge on derivative liabilities 5,665,276 – Stock-based compensation 29,302,270 – Loss on settlement of Notes Payable 148,053 ( 124,562,621 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 17,423 ) 18,890 Accounts payable and accrued expenses 550,241 68,087 Accrued payroll 1,251,860 954,889 Deferred Revenue 303,613 – Net cash provided by operating activities ( 825,713 ) 17,680 Investing Activities: Cash paid for business acquisition ( 183,000 ) – Advance of unsecured funds in connection with business acquisition ( 513,827 ) – Purchase of Property & Equipment ( 47,916 ) – Purchase of cryptocurrencies – ( 4,600 ) Net cash provided by (used in) investing activities ( 744,743 ) ( 4,600 Financing Activities: Proceeds from notes payable 1,327,000 – Proceeds from issuance of common shares, net of offering costs 500,000 – Proceeds from related party advances – 16,725 Payments of related party advances ( 8,280 ) – Payments of convertible notes – ( 30,000 ) Net cash used in financing activities 1,818,720 ( 13,275 _ Net change in cash 248,264 ( 195 ) Cash - beginning of period 103 298 Cash - end of period $ 248,367 $ 103 Supplemental Disclosures: Interest paid $ – $ – Income taxes paid $ – $ – Supplemental Disclosures of Noncash Financing Information: Shares issued for business acquisition $ 3,150,616 $ – Note issued for business acquisition $ 1,750,000 $ – Shares issued for settlement of accrued salary $ 1,539,961 $ – Series D preferred issued for settlement of accrued salary $ 772,000 $ – Modification of stock options for settlement of accrued salary $ 100,000 $ – Conversion of notes payable and derivative liabilities $ 1,418,466 $ – Relief of warrant derivative liability upon settlement of notes $ 52,096 $ – Relief of warrant derivative liability upon exercise of warrants $ 4,028,465 $ – Establishment of new derivative liability on warrants $ 31,395,924 $ – Shares issued for inducement into convertible notes $ 581,557 $ – Derivative liability upon note issuance $ 210,857 $ – Shares issued for deferred offering costs $ 495,000 $ – Shares issued for cashless exercise of stock warrants $ 124,102 $ – Shares issued for cashless exercise of stock options $ 404,005 $ – Convertible note issued for accounts payable $ 20,000 $ – The accompanying notes are an integral part of these consolidated financial statements. F- 5 Edgemode, Inc. Notes to the Consolidated Financial Statements Note 1. Basis of Presentation Edgemode, Inc. (“we,” “our,” the “Company”) was incorporated in Nevada on January 21, 2011. Since its incorporation, the Company has attempted to become involved in a number of prior business ventures, all of which were unsuccessful and which it has abandoned. 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. 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 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. On 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. The 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 Fourth Wave Energy Inc. to Edgemode, Inc. F- 6 Note 2. Summary of Significant Accounting Policies Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“US GAAP”). The accompanying financial statements include all the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the financial statements for the years presented have been included. Principles of consolidation The accompanying consolidated financial statements 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 The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term. Risks and Uncertainties The Company's business and operations are sensitive to general business and economic conditions in the United States and other countries that the Company operates in. A host of factors beyond the Company's control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its operations. Cash and Cash Equivalents The Company considers short-term, highly liquid investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. F- 7 Fair Value Measurements Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The following fair value hierarchy table presents information about the Company’s liabilities measured at fair value on a recurring basis: Schedule of liabilities measured at fair value Fair Value Measurements at December 31, 2025 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 15,424,561 Fair Value Measurements at December 31, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 1,992,754 The Company had no assets valued using level 1, level 2, or level 3 inputs as of December 31, 2025 or December 31, 2024. Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are recorded in the consolidated statements of operations. F- 8 Income Taxes Income taxes are provided for the tax effects of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Any deferred tax items of the Company have been fully valued based on the determination of the Company that the utilization of any deferred tax assets is uncertain. The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s financial statements, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. Revenue Recognition We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation. Our High Performance Computing (“HPC”) hosting operations will generate revenue by providing colocation, cloud, and connectivity services to customers in exchange for a fee. The HPC hosting operation provides colocation, facilities operations, security, and other services to third-party HPC customers to support workloads for machine learning and artificial intelligence. The Company charges colocation fees for the use of its facilities, and other related fees. In addition, digital colocation customers typically pay for energy used in connection with the customer colocation services agreement on a pass-through basis, which may be on a fixed or variable basis calculated on the portion of energy used by the customer on the site. The Company satisfies the performance obligation when the customer has the ability to direct the use and obtain substantially all of the remaining benefits of the good or service. Revenue is recognized over time as customers simultaneously receive and consume the benefits because another party would not need to substantially reperform the work completed by the Company were that other party to fulfill the remaining performance obligation to the customer. Revenue is recognized upon confirmation of the Company’s power usage by the electricity provider and billed at the rates outlined in each customer contract on a monthly basis. Stock-Based Compensation The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance. F- 9 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. Advertising 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 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 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) : 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 earning as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption permitted. The Company adopted the standard effective January 1, 2025. As a result of the de minimis balances of cryptocurrencies held as of December 31, 2024 and the current fair value as of 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, Income Taxes (Topic 740) : Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company adopted this standard effective January 1, 2025, which did not have a material impact on the Company’s condensed consolidated financial statements. In November 2024, the FASB issued ASU 2024-03 , Disaggregation of Income Statement Expenses , and in January 2025, the FASB issued ASU 2025-01 , Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures. F- 10 Note 3. Going Concern These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At December 31,2025, the Company had not yet achieved 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. Note 4. Related Party Transactions 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 and appoint Dr. Adler as Chief Technology Officer of Edgemode (the “Adler Employment Agreement”). Pursuant to the terms of the Adler Employment Agreement, Dr. Adler will be paid an annual base salary of $ 400,000 and has been issued a five-year non-qualified stock option to purchase up to 385,789,700 shares of Edgemode common stock at an exercise price of $0.005. Additionally, based on Dr. Adler’s time devoted to Edgemode, he will be entitled to receive a quarterly bonus of $150,000. These terms are based on full-time engagement and it has been agreed that Dr. Adler will have a 50% engagement for the first three months of his employment. Dr. 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. Adler with 30 days’ prior written notice. In the event of termination without cause, Edgemode would continue to pay Dr. Adler his annual base salary and any benefits for the lesser of: (i) the balance of the term of the Adler Employment Agreement or (ii) 12 months from the date of termination, together with any performance bonuses (as defined in the Adler Employment) which may have been earned as of the date of termination. 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. F- 11 In addition, in satisfaction of $ 50,000 of the accrued salary for each of Mr. Faulkner and Mr. Wajcenberg, the Company amended each of Mr. Faulkner and Mr. Wajcenberg options to purchase up to: (1) 31,979,352 shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January 2022 Grants”); (2) 76,619,303 shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10 per share (the “September 2022 Grants”) and (3) 77,000,000 shares of the Company’s common stock dated March 1, 2023, exercisable at $0.04 per share (the “2023 Grants”; the January 2022 Grants, September 2022 Grants, and the March 2023 Grants; collectively the “Option Grants”), to reduce the exercise price of the Option Grants to $ 0.005 per share. The 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. Faulkner and Mr. Wajcenberg entered into amendments to their Executive Employment Agreements, to increase their base salary to $ 400,000 per annum and a quarterly bonus of up to $ 150,000 at the discretion of the Board. Additionally, the Board approved the issuance of stock option grants to purchase up to 257,193,133 shares of common stock to each Mr. Faulkner and Mr. Wajcenberg. The common stock options have an exercise price of $0.005, are exercisable immediately, and have a term of 5 years. On December 10, 2025, the Company issued to Mr. 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. Note 5. 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. At the time of acquisition SAPL owns a piece of land, various power and connection agreements to the Marviken data center and an option to enter into a lease for a 1,100 square meter building at the Marviken location. At the time of the acquisition the option agreement had a remaining term of 9 months, which the Company will make 9 remaining monthly payments of approximately $30,000. As of 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. F- 12 The Company determined the acquisition should be accounted for as an asset acquisition as SAPL did not contain an integrated set of inputs and outputs under ASC 805. The aggregate purchase price was comprised as follows: Schedule of aggregate purchase price Cash $ 183,000 Note payable 1,750,000 Fair value of common shares issued 3,150,616 Total Purchase Consideration $ 5,083,616 Land $ 880,000 Power purchase agreement 4,203,616 Total Purchase Consideration $ 5,083,616 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. Note 6. 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. Upon 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. In addition, the Company has paid an additional $ 13,827 on behalf of BAIF for various expense incurred as part of the transaction. The advances are unsecured and bear no interest. See “Note 13. Subsequent Events ” for details on the closing of the acquisition. Note 7. Equity Preferred shares We are authorized to issue 5,000,000 shares of preferred stock. Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board. The voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established by the Board. Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over any dividends paid with respect to the holders of our common stock. F- 13 Series B On July 19, 2022, the Company designated 1,000,000 shares of its original 5,000,000 authorized shares of Preferred Stock as Series B Preferred Stock (“Series B”) with a $ 0.001 par value and a stated value of $1.00 per share. The Series B Convertible Preferred Stock ranks senior to the common stock with respect to dividends and right of liquidation and has no voting rights. The Series B Convertible Preferred Stock has a 8 % cumulative annual dividend. In the event of default, the dividend rate increases to 22%. The Company may not, with consent of a majority of the holders of Series B Convertible Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of incorporation, create any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares of Series B Convertible Preferred Stock, or liquidate or dissolve the Company. Beginning 180 days from issuance, the Series B Convertible Preferred Stock may be converted into common stock at a price based on 65% of the average of the two lowest trading prices during the 15 days prior to conversion. The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance, subject to early redemption penalties of up to 25%. The Series B Convertible Preferred Stock must be redeemed by the Company 12 months following issuance if not previously redeemed or converted. Based on the terms of the Series B Convertible Preferred Stock, the Company determined that the preferred stock is mandatorily redeemable and will be accounted for as a liability under ASC 480. As of December 31, 2025, there are no shares of the Series B preferred shares outstanding. Series D On December 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. On December 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 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 Stock. The Charter Amendment was effective on April 7, 2025. As discussed in Note 5 above, the Company issued 1,260,246,354 shares of common stock for the acquisition of SAPL. As discussed in Note 4 above, the Company issued 513,320,326 shares of common stock for the forgiveness of $ 1,539,961 of accrued salary. The shares issued had a fair value of $ 1,283,301 of the date of issuance, and as such the Company recorded the value forgiven in excess of the fair value as a contribution of capital. As discussed in Note 8 below, the Company issued 175,139,715 shares of common stock for the conversion of notes payable. As discussed in Note 8 below, the Company issued 38,650,000 shares of common stock in connection with the issuance of convertible notes payable. F- 14 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 . On the date 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 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. F- 15 Stock Options As discussed in Note 4 above, the Company modified 307,239,206 options that were previously vesting upon certain milestones to remove the vesting conditions and become exercisable immediately. As a result, the Company recognized $ 21,679,711 of expense related to these options. In addition, as discussed in Note 4 above, the Company amended 371,197,910 options to reduce the exercise price to $0.005. 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 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 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 Stock price $ 0.0025 Exercise price $ 0.005 Expected term 2.5 - 5 years Volatility 311.87% - 401.47% Dividend Yield 0 % Risk-free rate 3.73% - 3.82% Common stock option fair value $ 2,567,176 F- 16 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. As 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 year ended December 31, 2025: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 398,284,669 $ 0.086 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2024 398,284,669 $ 0.086 Granted 1,028,772,533 $ 0.005 Exercised ( 442,792,088 ) $ ( 0.005 ) Forfeited ( 385,789,700 ) $ ( 0.005 ) Expired – – Outstanding, December 31, 2025 598,475,414 $ 0.019 As of December 31, 2025, the Company had 598,475,414 stock options that were exercisable and 137,473 that are in dispute. The weighted average remaining life of all outstanding stock options was 3.36 years as of December 31, 2025. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of December 31, 2025, the intrinsic value for the options vested and outstanding was $ 20,569,992 and $ 20,575,628 , respectively. Stock Warrants The following table summarizes the stock warrant activity for the years ended December 31, 2025 and 2024: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 9,530,000 $ 0.50 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2024 9,530,000 $ 0.50 Granted 452,270,000 $ 0.01 Exercised ( 161,000,000 ) $ 0.01 Forfeited – – Expired – – Outstanding, December 31, 2025 300,800,000 $ 0.01 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. F- 17 Note 8. Notes Payable Notes Payable The Company has outstanding notes payables in the amount of $ 35,000 . These loans were advanced as due on demand and no communication has been received from the original lenders. Equipment Notes Payable In 2021, the Company entered into multiple financing agreements whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreements required a down payments in the aggregate of $ 600,408 and 24 equal monthly payments. The Company used a 15% discount rate to determine the net present value of the loan value in the aggregate of $ 2,441,591 . On July 11, 2022, the Company terminated its agreements with the vendor for the financed equipment described above. As of December 31, 2023 the balance on the loans was $ 1,179,972 . As of December, 31, 2024, the Company received confirmation from the vendor that it accepted the termination and that no further amounts are due under the agreement. As such the Company has recorded a gain on settlement of liabilities of $ 1,245,621 for the equipment note payable and amounts recorded under accounts payable. Convertible notes payable 1800 Diagonal Lending Notes On April 11, 2023, the Company entered into a Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC (“1800 Diagonal”), an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,760 (the “April Promissory Note”). The Company received net proceeds of $ 50,000 in consideration of the issuance of the April Promissory Note after original issue discount of $ 6,510 and legal fees of $ 4,250 . The aggregate debt discount of $ 10,760 is being amortized to interest expense over the respective term of the note. The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a maturity date of March 11, 2024 , and requires monthly payments of $ 7,629 beginning on September 15, 2023. The April Promissory Note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. During the 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 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 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. F- 18 On August 4, 2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $ 71,450 (the “August Promissory Note”). The Company received net proceeds of $ 60,000 in consideration of issuance of the August Promissory Note after original issue discount of $ 7,200 and legal fees of $ 4,250 . The aggregate debt discount of $11,450 is being amortized to interest expense over the respective term of the note. The August Promissory Note shall incur a one-time interest charge of 13%, which is added to the principal balance, has a maturity date of May 24, 2024 , and requires monthly payments of $ 8,971 beginning on September 15, 2023. The August Promissory Note is convertible into common shares of the Company at any time following an event of default at a rate of 71% of the lowest trading price of the Company’s common stock during the twenty prior trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. 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, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the “1800 Notes”) that such notes were in default. The holder has made demand for the immediate payment of the 1800 Notes of a sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,009, together with accrued interest and default interest as provided for in the 1800 Notes. As a result of the default, the 1800 Notes became convertible into common stock and an additional $ 88,618 of principal was added to the note balance. In addition, as a result of the default the notes became convertible at a variable rate resulting in derivative liability accounting under ASC 815. The fair value of the derivative on the date of default was charged directly to interest expense, as the notes are past due. On April 25, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,000 (the “April 25, 2023 Note”). The Company received proceeds of $ 60,000 in consideration of issuance of the April 25, 2023 Note. The April 25, 2023 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 . The April 25, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date. During the 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 full. In addition, on April 26, 2023, the Company entered into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible promissory note in the principal amount of $ 57,502 (the “April 26, 2023 Note”). The Company received gross proceeds of $ 57,502 in consideration of issuance of the April 26, 2023 Note. The April 26, 2023 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 . The April 26, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date. During the 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 16, 2026 . 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 $ 93,840 . F- 19 On 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 . The 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 31, 2026 . 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 $ 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 $ 193,200 . On 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 note. As of December 31, 2025, the balance on the note is $ 93,840 . On 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 . The 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 15, 2026 . 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 $ 0.01 or 65 % 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 expense. 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 $ 316,250 . On 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 . The 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 18, 2026 . 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. As a 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 $ 124,200 . On 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 . 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 23, 2026 . 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 $ 0.01 or 65 % 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 expense. See further discussion under “Note 9. Derivative Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 158,125 . F- 20 On 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 23, 2026 . 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 $ 0.01 or 65 % 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 expense. See further discussion under “Note 9. Derivative Liabilities .” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note. As of December 31, 2025, the balance on the note is $ 158,125 . 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 31, 2026 . 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 $ 322,000 . 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 31, 2026 . 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 $ 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 $ 128,800 . 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 20, 2026 . 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 $ 162,500 . 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. F- 21 Note 9. Derivative Liabilities The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions: Schedule of assumptions for derivative liabilities As of December 31, 2025 Conversion Option Warrants Volatility 762.08% 762.08% Dividend Yield 0% 0% Risk-free rate 3.48% 3.48% Expected term 1 year 1 year Stock price $ 0.041 $ 0.041 Exercise price $ 0.01 $ 0.01-0.5 Derivative liability fair value $ 3,100,316 $ 12,324,245 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2025 75,670,000 300,800,000 As of December 31, 2024 Conversion Option Warrants Volatility 406.93% 301.31% Dividend Yield 0% 0% Risk-free rate 4.16% 4.27% Expected term 1 year 1.96-2.40 years Stock price $ 0.003 $ 0.003 Exercise price $ 0.0004-0.01 $ 0.5 Derivative liability fair value $ 1,973,641 $ 19,112 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of December 31, 2024 668,516,113 9,530,000 F- 22 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 fair value of derivative liability Fair value as of December 31, 2023 $ 197,090 Extinguishment due to repayment ( 232,274 ) Change in fair value of derivatives 2,027,937 Fair value as of December 31, 2024 1,992,754 Establishment of derivative liability upon issuance of notes 5,876,133 Establishment of derivative liability on tainted warrants 31,395,924 Extinguishment due to conversion ( 919,356 ) 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 $ 15,424,561 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. 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. Note 10. Cryptocurrency Assets The Company began cryptocurrency mining activities during the year ended December 31, 2021. In addition to mining activities, the Company conducts other business activities using its cryptocurrency assets as compensation. The below table represents the cryptocurrency activities during the years ended December 31, 2024 and 2023: Schedule of cryptocurrency Cryptocurrency at December 31, 2023 $ 32 Purchases of cryptocurrency 4,600 Loss on cryptocurrency ( 4,600 ) Cryptocurrency at December 31, 2024 32 Purchases of cryptocurrency 51 Loss on cryptocurrency ( 32 ) Cryptocurrency at December 31, 2025 $ 51 F- 23 Note 11. Income Taxes The cumulative tax effect at the expected rate of 21 % of significant items comprising the Company’s net deferred tax amount is as follows: Schedule of deferred tax assets and liabilities December 31, 2025 December 31, 2024 Deferred tax asset attributable to: Net operating loss $ 2,895,728 $ 1,206,300 Valuation allowance ( 2,895,728 ) ( 1,206,300 ) Net deferred income tax assets $ – $ – A reconciliation of income tax provision to the provision that would be recognized under the statutory rates is as follows: Schedule of income tax provision For the Years Ended December 31, 2025 December 31, 2024 Expected tax at statutory rates $ ( 5,172,151 ) 21 % $ ( 333,912 ) 21 % Temporary Difference - stock based compensation 6,153,477 ( 25 )% – 0 % Temporary Difference - change in fair value of derivative ( 3,967,410 ) 16 % – 0 % Other 106,807 0% 380,414 ( 24 )% Current Year Change in Valuation Allowance 2,879,278 ( 12 )% ( 46,502 ) 3 % Income tax expense $ – 0 % $ – 0 % The amount taken into income as deferred tax assets must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry. No provision for income taxes has been provided in these financial statements due to the net loss. At December 31, 2025, the Company has net operating loss carry forwards totaling approximately $ 13,800,000 , which will be carried forward to future periods. F- 24 Note 12. Commitments and Contingencies Legal Contingencies On February 8, 2022, the Company was notified of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. (“Taylor”). The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting. Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options which the Company believes to be cancelled. The total number of stock options being contested is 137,473 , 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 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. 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. F- 25 Note 13. 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 per share. 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 agreed to: (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. F- 26 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 On February 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 to Mr. 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. F- 27 Convertible Notes On January 12, 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 $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 $75,000. 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. F- 28 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.