What changed in this filing

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Item 1. Financial Statements

2026-05-28 compared with 2025-11-14 · 816 added, 705 removed, 257 unchanged (86% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Prepaid expenses and other current assets

Other current assets

Total current assets

2 unchanged sentences

Deferred Offering Costs

Fixed assets, net

Right of use asset

Construction in progress

LIABILITIES AND STOCKHOLDERS’ EQUITY

2 unchanged sentences

Accrued payroll

Convertible notes payable

Convertible notes payable, net of discounts

Notes payable

Notes payable – related parties

Customer deposit - current

Deferred Revenue

Derivative liabilities

–Right of use liability - current

Total current liabilities

Right of use liability

Customer deposit

1 unchanged sentence

Commitments and contingencies

Stockholders’ deficit:

Preferred shares, $ 0.001 par value, 5,000,000 shares authorized September 30, 2025 and December 31, 2024;

none issued and outstanding

Common shares, $ 0.001

par value, 7,000,000,000 and 950,000,000

shares authorized September 30, 2025 and December 31, 2024;

2,438,304,765

and 390,687,459

shares issued and outstanding, September 30, 2025 and December 31, 2024

Stockholders’ Equity (Deficit):

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

Series D Preferred Shares, 2

shares authorized;

Par value $ 0.001 ;

shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively

Common shares, 7,000,000,000 shares authorized;

Par value $ 0.001 ;

3,546,009,459 and 2,998,158,602 shares issued and outstanding, March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

2 unchanged sentences

( 65,114,259 )

Total Stockholders’ deficit

Stockholders’ equity (deficit) attributable to Edgemode, Inc.

( 7,775,744 )

( 18,807,799 )

Total liabilities and stockholders’ deficit

Non controlling interest

Total stockholders’ equity (deficit)

( 7,844,906 )

( 18,807,799 )

Total liabilities and stockholders’ equity (deficit)

See accompanying notes to the unaudited consolidated

3 unchanged sentences

For the three months ended

For the nine months ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Operating expenses:

General and administrative expenses

Acquisition expenses

Loss on cryptocurrencies

3 unchanged sentences

( 22,115,141 )

Other income (expense):

Other expense:

Interest expense

( 1,201,433 )

( 5,900,783 )

Other expense

Refund of equipment deposit

Change in fair value of derivatives

( 1,279,091 )

( 1,431,143 )

Loss on settlement

Total other income (expense), net

( 1,017,534 )

( 1,062,198 )

Income (loss) before provision for income taxes

( 1,398,272 )

Loss before provision for income taxes

( 5,719,067 )

1 unchanged sentence

Provision for income taxes

Net income (loss)

( 5,719,067 )

( 20,872,081 )

Net loss attributable to non controlling interest

Net loss attributable to Edgemode, Inc.

$ ( 5,649,905 )

$ ( 20,872,081 )

Loss per common share – basic

2 unchanged sentences

3,112,533,113

1,635,383,066

Weighted average shares outstanding - diluted

3,112,533,113

1,635,383,066

See accompanying notes to the unaudited consolidated

1 unchanged sentence

Edgemode, Inc.

Consolidated Statements of Stockholders’ Equity

For the three and nine months ended September 30,

2025 and 2024

Consolidated Statements of Stockholders’

For the three months ended March 31, 2026 and

Stockholders'

Non-Controlling

Balance December 31, 2025

1 unchanged sentence

$ ( 65,114,259 )

Stock-based compensation

$ ( 18,807,799 )

( 20,872,081 )

Balance March 31, 2025

( 61,357,049 )

( 3,915,385 )

Shares issued for cash

Shares issued for settlement of

accrued salary

Shares issued for asset acquisition

1,260,246,354

Shares issued for conversion of

notes payable and settlement of derivative

Shares issued for compensation

Stock options issued for settlement of accrued salary

Stock-based compensation

( 3,827,281 )

Balance June 30, 2025

2,302,384,959

( 65,184,330 )

Shares issued for inducement of

convertible notes

Shares issued for conversion of

notes payable and settlement of derivative

Shares issued for deferred offering

Shares issued for cash, net of offering costs

Shares issued for note inducement

Shares issued for conversion of notes payable

Shares issued for compensation

Relief of warrant derivative liability

upon conversion of notes payable

Establishment of derivative liability

upon issuance of convertible notes

Shares issued for exchange of options

Shares issued for cashless exercise of warrants

Relief of warrant derivative liability upon exercise of warrants

Common stock options issued for Joint Venture- acquisition costs

( 5,649,905 )

( 5,719,067 )

Balance September 30, 2025

Balance March 31, 2026

3,546,009,459

4 unchanged sentences

$ ( 4,723,015 )

Balance March 31, 2024

( 39,346,113 )

( 3,584,160 )

Balance June 30, 2024

( 39,661,591 )

( 3,899,638 )

Stock-based compensation

( 20,872,081 )

Balance September 30, 2024

Balance March 31, 2025

$ ( 61,357,049 )

4 unchanged sentences

Consolidated Statements of Cash Flows

For the nine months ended

September 30, 2025

September 30, 2024

For the three months ended

March 31, 2026

March 31, 2025

Operating Activities:

Net income (loss)

$ ( 5,719,067 )

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Amortization of discounts

Depreciation expense

Loss on settlement of notes payable

Amortization of debt discount

Day one interest charge on derivative liabilities

Stock-based compensation

2 unchanged sentences

( 9,724,722 )

Interest expense added to principal

Derivative liability charged to interest at note inception

( 1,254,247 )

Right of use asset amortization

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

Other current assets

Accounts payable and accrued expenses

3 unchanged sentences

Investing Activities:

Purchase of property and equipment

Cash paid for asset acquisition

Advance of unsecured funds in connection with proposed business acquisition

Purchase of cryptocurrencies

Net cash provided by (used in) investing activities

Cash used for development of leased properties

Net cash used in investing activities

Financing Activities:

Proceeds from sale of common share

Proceeds from sale of common shares

Proceeds from sale of common shares not yet issued

Proceeds from convertible notes payable

Payments on convertible notes payable

Repayment of related party advances

Proceeds from related party advances

Proceeds from convertible notes

Payments on convertible notes

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Net change in cash

4 unchanged sentences

Income taxes paid

Supplemental Disclosures of Noncash Financing Information:

Shares issued for asset acquisition

Note Payable assumed for asset acquisition

Shares issued for settlement of accrued salary

Modification of stock options for settlement of accrued salary

Supplemental Disclosures of Noncash Investing and Financing Information:

Conversion of notes payable and derivative liabilities

Relief of warrant derivative liability upon settlement of notes

Establishment of new derivative liability on warrants

Shares issued for inducement into convertible notes recorded as discount on notes

Derivative liability upon note issuance recorded as discount on notes

Shares issued for deferred offering costs

Relief of warrant derivative liability upon exercise of warrants

Shares issued for inducement into convertible notes

Derivative liability upon note issuance

Amortization of deferred offering costs

Shares issued for cashless exercise of stock warrants

Common shares issued for conversion of common stock options

Establishment of right

See accompanying notes to the unaudited consolidated

2 unchanged sentences

Notes to the Consolidated Financial Statements

NOTE 1 – Basis of Presentation

The accompanying unaudited interim financial statements

of Edgemode, Inc.

(“we”, “our”, “Edgemode” or the “Company”) have been prepared in accordance

with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission

(“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s

Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC.

In the opinion of management, all adjustments,

consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for

the interim periods presented have been reflected herein.

The results of operations for our interim periods are not necessarily indicative

of the results to be expected for the full year.

Notes to the financial statements that would substantially duplicate the disclosure contained

in the audited financial statements for fiscal 2024, as reported in the Form 10-K for the fiscal year ended December 31, 2024 of the Company,

have been omitted.

NOTE 1 – Company Overview

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.

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” or the “Joint Venture Company”) 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

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

The principal of BAIF is Jose

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”).

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 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.

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

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

(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.

NOTE 2 – Summary of Significant Accounting

Basis of presentation

The accompanying unaudited interim financial statements

have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities

and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto

contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC.

opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position

and the results of operations for the interim periods presented have been reflected herein.

The results of operations for our interim

periods are not necessarily indicative of the results to be expected for the full year.

Notes to the financial statements that would substantially

duplicate the disclosure contained in the audited financial statements for fiscal 2025, as reported in the Form 10-K for the fiscal year

ended December 31, 2025 of the Company, have been omitted.

Principals 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.

Variable Interest Entities

The Company evaluates its ownership interests

and other arrangements involving legal entities to determine whether the entities are subject to consolidation under the variable interest

entity (“VIE”) model in accordance with ASC 810, Consolidation .

A legal entity is determined to be a VIE when, by

design, either:

· The entity lacks sufficient equity to finance its activities without additional subordinated financial

· The equity holders, as a group, lack the characteristics of a controlling financial interest;

· The voting rights of the equity holders are not proportionate to their economic interests and substantially

all activities are conducted on behalf of an investor with disproportionately few voting rights.

The Company consolidates a VIE when it is determined

to be the primary beneficiary of the entity.

The Company is considered the primary beneficiary when it has:

The power to direct the activities that most significantly impact the VIE’s economic performance;

The obligation to absorb losses or the right to receive benefits from the VIE that could potentially be

significant to the VIE.

In determining whether the Company is the primary

beneficiary, management evaluates qualitative and quantitative factors, including governance rights, decision-making authority, contractual

arrangements, capital structure, sharing of economic risks and rewards, and related-party relationships.

The Company continuously reassesses whether it

is the primary beneficiary of a VIE as facts and circumstances change.

Assets and liabilities of consolidated VIEs are

presented separately on the consolidated balance sheets where material.

The interests of third parties in consolidated VIEs are presented

as noncontrolling interests.

Intercompany balances and transactions are eliminated in consolidation.

Use of Estimates

4 unchanged sentences

It is reasonably possible that changes in estimates will occur in the near term.

Principals of consolidation

The accompanying consolidated financial statements

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

Analytics Production, Ltd.

All intercompany transactions and balances have been eliminated in consolidation.

Segment Reporting

The Company manages its operations as a single

segment for the purpose of assessing performance and making operating decisions.

The Company’s Chief Operating Decision Maker (“CODM”)

is its executive management committee.

The CODM allocates resources and evaluates the performance of the Company using information about

net income from operations.

All significant operating decisions are based upon an analysis of the Company as one operating segment,

which is the same as its reporting segment.

The Company will continue to evaluate for segments as it expands its operations.

Fair Value Measurements

Generally accepted accounting principles define fair

value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market

participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs

used to measure fair value using the following definitions (from highest to lowest priority):

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable.

The following fair value hierarchy tables present

information about the Company’s liabilities measured at fair value on a recurring basis:

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 hi ghest

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.

following fair va lue hierarchy tables present information about the Company’s liabilities measured at fair value on a recurring

Schedule of liabilities measured at fair value

Fair Value Measurements at September 30, 2025

Fair Value Measurements at March 31, 2026

Derivative liabilities

1 unchanged sentence

Derivative liabilities

The Company had no assets valued using level 1, level

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

The Company had no assets valued using level 1,

level 2, or level 3 inputs as of March 31, 2026 or December 31, 2025.

Derivative Financial Instruments

Derivatives are measured at their fair value on the

balance sheet.

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.

Changes in fair value are

recorded in the consolidated statements of operations.

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.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

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.

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

4 unchanged sentences

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.

The Company is currently developing certain leased

properties for the future development of high performance data centers The Company anticipates selling the leased properties once they

reach a ready to build status or lease the properties to customers after the high performance data centers are built.

The Company has

no t yet generated any revenue as of March 31, 2026.

Stock-Based Compensation

8 unchanged sentences

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

Reclassifications

Certain reclassifications have been made to our prior

year’s consolidated financial statements to conform to our current year presentation.

These reclassifications had no effect on our

previously reported results of operations or accumulated deficit.

The Company expenses advertising costs as they

are incurred.

The Company had no advertising costs for the three months ended March 31, 2026 and 2025.

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 will be 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.

During the three months ended March 31, 2026, the Company amortized $ 6,258 of costs against the offering proceeds and has a remaining

$ 488,742 of costs expected to be amortized.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill

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

Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).

ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value

each reporting period with changes in fair value recognized in net income.

The amendments also improve the information provided to investors

about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes

during the reporting period.

ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earning as of the

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

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

Company adopted the standard effective January 1, 2025.

As a result of the de minimis balances of cryptocurrencies held as of December

31, 2024 and the current fair value as of September 30, 2025, the Company recorded all changes in fair value in the current period with

no cumulative effect on the opening balance of retained earnings.

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

Taxes (Topic 740) :

Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes.

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

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.

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

2025-01 , Clarifying the Effective Date (“ASU 2025-01”).

The amendments are intended to enhance

disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about

certain income statement expense line items.

The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning

after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

Early adoption is permitted.

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

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

NOTE 3 – Going Concern

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 September 30, 2025, the Company had not yet achieved

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 March 31, 2026, the Company had not yet achieved

profitable operations and expects to incur further losses as it has suspended its operations until such time, if any, that the Company

receives adequate funding, all of which raise substantial doubt about the Company’s ability to continue as a going concern.

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

Subsequent Events.” The Company’s ability to continue as a going concern is dependent upon its ability to

generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising

from normal business operations when they come due.

Management has no formal plan in place to address this concern.

NOTE 4 – Related Party Transactions

Pursuant to the terms of the Share Exchange (as defined

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

officer of Synthesis Analytics Production, Ltd., an England and Wales private company (“SAPL”), was appointed to fill the

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.

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.

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

During the nine months ended September 30, 2025,

in satisfaction of $ 769,989

of the accrued salary for each of Mr.

Faulkner and Mr.

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

Simon Wajcenberg 256,660,163

shares of restricted common stock at a conversion price of $0.003 per share and (2) amended options held by each of Mr.

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

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

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

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

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

of the 2022 Options and 2023 options.

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

As a result of the

removal of the vesting conditions on the outstanding options, the Company recorded $ 21,679,711

in stock-based compensation during the nine months ending September 30, 2025.

In addition, in satisfaction of $ 50,000

of the accrued salary for each of Mr.

Faulkner and Mr.

Wajcenberg, the Company amended each of Mr.

Faulkner and Mr.

Wajcenberg options

to purchase up to:

(1) 31,979,352

shares of the Company’s common stock dated January 31, 2022, exercisable at $0.06 per share (the “January 2022 Grants”);

(2) 76,619,303

shares of the Company’s common stock dated September 12, 2022, as amended, exercisable at $0.10 per share (the “September

2022 Grants”) and (3) 77,000,000

shares of the Company’s common stock dated March 1, 2023, exercisable at $0.04 per share (the “2023 Grants”;

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

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.

The common stock options have an exercise

price of $0.005, are exercisable immediately, and have a term of 5 years.

As of September 30, 2025 and December 31, 2024 the

On February 10, 2026 the board of directors of

the Company 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 $ 0.006 exercisable for a term of five years.

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, 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 Company’s board of directors.

As of March 31, 2026 and December 31, 2025, the

Company owed the executive officers of the Company $ 877,489 and $ 455,989 in accrued payroll for services performed.

As of September 30, 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.

During the nine months ending September 30, 2025, An officer paid $ 1,620 on behalf of the Company and the Company

repaid $ 9,900 of the amounts owed.

NOTE 5 – Asset Acquisition

Effective April 7, 2025 (the “Effective Time”

or “Closing Date”), Edgemode, SAPL and Adler Capital Limited, a company registered in Hong Kong, and the sole shareholder

of SAPL (“ACL”), closed on a Share Exchange Agreement dated April 7, 2025 (the “Share Exchange”).

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 September 30, 2025, the Company has three

months remaining on the option term with an estimated value of $ 180,053 classified under other current assets on the accompanying balance

As of September 30, 2025, no additional payments have been made on the option agreement and the Company owes, $ 270,079 , which is

included in accounts payable and accrued expenses on the balance sheet.

As part of the consideration for the transaction,

the Company agreed to assume the $ 1,750,000 promissory note issued by Marviken TWO AB dated December 4, 2024.

The loan will bear interest

at a rate of 5% and has a maturity date of December 3, 2027.

The Company determined the acquisition should be accounted

for as an asset acquisition as SAPL did not contain an integrated set of inputs and outputs under ASC 805.

The aggregate purchase price was comprised as follows:

Schedule of aggregate purchase price

Fair value of common shares issued

Total Purchase Consideration

Power purchase agreement

Total Purchase Consideration

NOTE 6 – Unsecured Advances

During the nine months ended September 30, 2025,

the Company advanced $ 260,000

of cash for working capital needs to Blackberry AIF S.L.

As of March 31, 2026 and December 31, 2025, the

Company owed the executive officers $ 24,445 , respectively, for working capital advances.

The advances are non-interest bearing and are

due on demand.

NOTE 5 – Joint Venture Investment

On October 15, 2025, the Company and BAIF entered

into the MOU for the purposes of organizing DC Estate Solutions Cayman Limited, a Cayman Island.

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.

advances were made in connection with the acquisition of the outstanding shares of BAIF for the purpose of financing the buildout of

properties for HPC facilities leased by BAIF.

See “Note 11 – Subsequent Events.”

Effective January 22, 2026, the Company entered

into the JVA by and among the Company, BAIF and DC Estate Solutions, which (i) amends and restates the MOU and (ii) supplements the SPV

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

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 50.1%

by the Company and 49.9%

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.

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.

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

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.

Further, effective January 27, 2026, the Company,

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

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

The Villasequilla and Tomelloso data centers shall each

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

to DC Estate Solutions.

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

be assigned to DC Estate Solutions.

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

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

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

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

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

The Company also agreed to grant to BAIF,

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

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

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

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

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

Pursuant to the Second Addendum, the parties

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

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

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

of execution of the Second Addendum.

The exchange resulted in a de-minimus increase in fair value and as a result no additional expense was recognized.

The Company consolidates DC Estates Solutions,

as pursuant to the governing operating agreement, the Company has the power to direct the activities that most significantly impact DC

Estates Solutions’ economic performance, as a result of its unconditional funding obligation.

Accordingly, the Company determined

that it controls DC Estates Solutions and consolidates the entity in its consolidated financial statements.

From the date of formation through March 31,

2026, the joint venture had no reportable operations.

As of March 31, 2026, the balance sheet of the joint ventures consists of:

Schedule of balance sheet of joint ventures

Construction in Progress

Right of use assets

Right of use liabilities

Total Liabilities

NOTE 6 – Equity

Preferred shares

We are authorized to issue 5,000,000 shares of preferred

We are authorized to issue 5,000,000 shares of

preferred stock.

Shares of preferred stock may be issued from time to time in one or more series as may be determined by our Board.

The voting powers

and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series will be established

by the Board.

Our directors may issue preferred stock with multiple votes per share and dividend rights which would have priority over

any dividends paid with respect to the holders of our common stock.

In connection with the Transaction, the only outstanding preferred

stock was converted into common stock.

As of the date of this report, there are no outstanding shares of preferred stock.

On July 19, 2022, the Company designated 1,000,000

shares of its original 5,000,000 authorized shares of Preferred Stock as Series B Preferred Stock with a $ 0.001 par value and a stated

value of $1.00 per share.

The Series B Convertible Preferred Stock ranks senior to the common stock with respect to dividends and right

of liquidation and has no voting rights.

The Series B Convertible Preferred Stock has an 8 % cumulative annual dividend.

In the event of

default, the dividend rate increases to 22%.

The Company may not, 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.

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 September 30, 2025, there are no shares of the

Series B preferred shares outstanding.

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

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

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

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

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

Series C Preferred Stock.

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

The Series C Preferred Stock is not convertible,

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

Holders of Series C Preferred Stock shall only be entitled

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

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

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

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

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

voting powers and preferences, the relative rights of each such series and the qualifications, limitations and restrictions of each series

will be established by the Board.

Our directors may issue preferred stock with multiple votes per share and dividend rights which would

have priority over any dividends paid with respect to the holders of our common stock.

In connection with the Charter Amendment (as defined

below), the only outstanding preferred stock was converted into common stock.

As of the date of this report, there are 2 outstanding shares

of preferred stock.

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

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

The Series D Preferred Stock Certificate of Designation authorized the Company to issue 2

shares of Series D Preferred Stock.

On December 10, 2025, the Company issued to each of

the officers 1

share 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.

Common shares

As of September 30, 2025, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of September 30, 2025, has issued 2,438,304,765 shares of common stock.

As of March 31, 2026, the Company has authorized

7,000,000,000 shares of common stock, par value of $ 0.001 , and, as of March 31, 2026, has issued 3,546,009,459 shares of common stock.

All of the common shares have the same voting rights and liquidation preferences.

On February 27, 2025, the board of directors of the

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

stock to 7 billion.

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

The Charter Amendment was effective on April 7, 2025.

As discussed in Note 5 above, the Company issued 1,260,246,354

shares of common stock for the acquisition of SAPL.

As discussed in Note 4 above, the Company issued 513,320,326

shares of common stock for the forgiveness of $ 1,539,961 of accrued salary.

The shares issued had a fair value of $ 1,283,301 of the date

of issuance, and as such the Company recorded the value forgiven in excess of the fair value as a contribution of capital.

As discussed in Note 7 below, the Company issued 175,139,715

shares of common stock for the conversion of notes payable.

As discussed in Note 7 below, the Company issued 20,400,000

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

During the nine months ended September 30, 2025, the

Company received $ 300,000 in cash proceeds for the sale of 38,510,911 shares of common stock.

During the nine months ended September 30, 2025, the

Company issued 15,000,000 shares of restricted common stock for services to an outside consultant for an aggregate value of $ 192,750 .

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

During the three months ended March 31, 2026,

the Company has issued an aggregate of 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.

During the three months ended March 31, 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.

During the three months ended March 31, 2026,

the Company has issued an aggregate of 5,991,570 shares of common stock for the conversion of $ 40,000 in principal on outstanding convertible

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”).

On September 4, 2025, the Company entered into

a Securities Purchase Agreement (the “ELOC Agreement”) with an accredited investor purchaser.

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

the Company agreed to sell, and the purchaser 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”).

16 unchanged sentences

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

As of September 30, 2025, no shares have been sold

under the ELOC.

During the three months ended March 31, 2026,

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

See Note 11 “ Subsequent

Events ” for subsequent sales under the ELOC.

Stock Options

As discussed in Note 4 above, the Company modified

307,239,206 options that were previously vesting upon certain milestones to remove the vesting conditions and become exercisable immediately.

As a result, the Company recognized $ 21,679,711 of expense related to these options.

In addition, as discussed in Note 4 above, the Company

amended 371,197,910 options to reduce the exercise price to $0.005.

During the nine months ended September 30, 2025, the

Company issued stock options to purchase up to 900,175,966 shares of common stock as discussed in Note 4 above to the directors of the

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

During the nine months ended September 30, 2025, the

Company issued stock options to purchase up to 128,596,567 shares of common stock to a consultant of the Company at an exercise price

of $0.005, which vested immediately and have a term of 5 years.

The fair value of the common stock options was estimated

using a black-sholes model with the following assumptions:

Schedule of assumptions used for valuation

Exercise price

Expected term

2.5 - 5 years

Dividend Yield

Risk-free rate

3.73% - 3.82%

Common stock option fair value

During the nine months ended September 30, 2025 and

2024, the Company recorded $ 24,246,887 and $ 0 , respectively of stock-based compensation related to the common stock option transactions.

As of September 30, 2025, the Company has $849,996 of value remaining to be expensed based upon completions of milestones.

The following table summarizes the stock option activity

for the nine months ended September 30, 2025:

On January 22, 2026, as discussed in Note 5, the

Company granted 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.

The options were valued using

the Black-Scholes option pricing model and determined to have a fair value of $ 7,999,650 which were recorded as acquisition costs in the

accompanying consolidated statement of operations.

On January 22, 2026, as discussed in Note 5, the

Company granted 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.

The options were valued using

the Black-Scholes option pricing model and determined to have a fair value of $ 4,949,786 which were recorded as acquisition costs in the

accompanying consolidated statement of operations.

10, 2026, the board of directors of the Company (the “Board”) 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.

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

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.

The following table summarizes the stock option

activity for the three months ended March 31, 2026:

Schedule of stock option activity

2 unchanged sentences

1,100,000,000

Outstanding, September 30, 2025

Cancelled/Expired

( 400,000,000 )

As of September 30, 2025, the Company had 1,426,919,729

stock options that were exercisable and 137,473 that are in dispute.

The weighted average remaining life of all outstanding stock options

was 3.82 years as of September 30, 2025.

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

stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end.

As of September

30, 2025, the intrinsic value for the options vested and outstanding was $ 47,598,995 and $ 47,604,357 , respectively.

Outstanding, March 31, 2026

1,298,475,414

As of March 31, 2026, the Company had 598,337,941

stock options that were exercisable, 700,000,000 that are exercisable upon meeting certain performance vesting conditions and 137,473

that were in dispute.

The weighted average remaining life of all outstanding stock options was 4.06 years as of March 31, 2026.

has $ 10,497,922 of value remaining to be expensed based upon completions of milestones.

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 March 31, 2026, the intrinsic value for the options vested and outstanding was $ 1,942,721

and $ 3,413,876 , respectively.

Stock Warrants

The following table summarizes the stock warrant activity

for the nine months ended September 30, 2025:

The following table summarizes the stock warrant

activity for the three months ended March 31, 2026:

Schedule of stock warrant activity

1 unchanged sentence

Outstanding, December 31, 2025

Outstanding, September 30, 2025

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, 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 466,970,000

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.

average remaining life of all outstanding stock warrants was 1.14 years as of September 30, 2025.

NOTE 8 – Notes Payable and Convertible Notes

( 84,000,000 )

Outstanding, March 31, 2026

The weighted average remaining life of all outstanding

stock warrants was 0.65 years as of March 31, 2026.

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

of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period

As of March 31, 2026, the intrinsic value for the warrants vested and outstanding was $ 0 .

NOTE 7 – Notes Payable and Convertible

Notes Payable

The Company has outstanding notes payables in the

amount of $ 35,000 .

Notes Payable

The Company has outstanding notes payables in

the amount of $ 35,000 .

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

Convertible notes payable

1800 Diagonal Lending Notes

On April 11, 2023, the Company entered into a Securities

Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC (“1800 Diagonal”), an accredited investor, pursuant

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

The Company received net proceeds of $ 50,000 in consideration of the issuance of the April Promissory Note after original issue discount

of $ 6,510 and legal fees of $ 4,250 .

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

term of the note.

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

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

The April Promissory Note

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

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 nine months ended September 30, 2025 the Company issued 15,431,359 shares for the conversion of the outstanding

principal and accrued interest of $ 31,564 .

As of September 30, 2025, the note has been settled in full.

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

into an additional Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal, pursuant to which the Company sold the investor

an unsecured promissory note in the principal amount of $ 56,962 , which bears interest at a rate of 8 %, or 22% in the event of default,

and matures on April 11, 2024 (the “Convertible Note”).

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

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

The aggregate debt discount of $6,962 is being

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

The Convertible Note is convertible into common shares of the Company,

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

In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued

interest combined.

During the nine months ended September 30, 2025 the Company issued 51,805,600 shares for the conversion of the outstanding

principal and accrued interest of $ 107,426 .

As of September 30, 2025, the note has been settled in full.

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

During the nine months ended September 30, 2025 the Company issued 46,214,206 shares for the conversion of the outstanding principal

and accrued interest of $ 98,436 .

As of September 30, 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.

See further discussion under “Note 8.

Derivative Liabilities.”

Other Convertible Promissory Notes

On April 25, 2023, the Company entered into a Securities

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

amount of $ 60,000 (the “April 25, 2023 Note”).

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

April 25, 2023 Note.

The April 25, 2023 Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023 .

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

the nine months ended September 30, 2025 the Company issued 31,500,000 shares for the settlement of the outstanding principal and accrued

interest of $ 63,000 , which resulted in a loss on settlement of $ 75,600 .

As of September 30, 2025, the note has been settled in full.

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

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

promissory note in the principal amount of $ 57,502 (the “April 26, 2023 Note”).

The Company received gross proceeds of $ 57,502

in consideration of issuance of the April 26, 2023 Note.

The April 26, 2023 Note shall bear interest at a rate of 10 % and have a maturity

date of May 26, 2023 .

The April 26, 2023 Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending

on the maturity date.

During the nine months ended September 30, 2025 the Company issued 30,188,550 shares for the settlement of the outstanding

principal and accrued interest of $ 60,377 , which resulted in a loss on settlement of $ 72,453 .

As of September 30, 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

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 .

2 unchanged sentences

The Promissory Note shall incur a one-time interest charge

of 15 %, 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 $ 21,600 is being amortized to interest expense over the respective term of the note.

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 Promissory Note shall incur a one-time interest charge

of 12 %, 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 $ 22,500 is being amortized to interest expense over the respective term of the note.

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.

During the three months ended March

31, 2026, the Company repaid $ 42,420 of the note balance and the lender converted $ 40,000 into common shares.

See Note 6 “ Equity .”

As of March 31, 2026, the balance on the note is $ 11,420 .

See Note 11 “ Subsequent Events ” for subsequent settlement

September 2, 2025, the Company entered into a securities purchase agreement with ClearThink Capital Partners, LLC (“ClearThink”),

pursuant to which the Company sold ClearThink the “First Promissory Note” in the principal amount of $ 172,500 for which the

Company received net proceeds of $ 150,000 after original issue discount of $ 22,500 .

First Promissory Note shall incur a one-time interest charge of 12 % equal to $ 20,700 , which is added to the principal balance, has a maturity

date of August 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 March 31, 2026, the balance on the note is $ 193,200 .

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

4 unchanged sentences

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

As of March 31, 2026, the balance on the note is $ 93,840 .

See Note 11 “ Subsequent Events ” for subsequent settlement

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

1 unchanged sentence

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 %, 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 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 8.

Liabilities.” The aggregate debt discount of $ 287,500 is being amortized to interest expense over the respective term of the note.

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 8.

Derivative Liabilities .” The aggregate debt discount of $ 316,250 is being amortized to interest expense

over the respective term of the note.

As of March 31, 2026, the balance on the note is $ 316,250 .

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

2 unchanged sentences

The promissory

Note shall incur a one-time interest charge of 10 %, which is added to the principal balance, and has a maturity date of September 18,

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 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.

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

See further discussion under “Note 8.

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

to interest expense over the respective term of the note.

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

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

As of March 31, 2026, the balance on the note is $ 124,200 .

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

2 unchanged sentences

The promissory note shall incur

a one-time interest charge of 10 %, which is added to the principal balance, and has a maturity date of September 23, 2026 .

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 8.

Derivative Liabilities.” The aggregate debt discount of $ 143,750

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

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 %, which is added to the principal balance, and has a maturity date of September 23,

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,

In connection with the agreement, the Company issued to the accredited investor 4,250,000

8 unchanged sentences

The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note.

During the nine months ended September 30, 2025, the

Company recorded debt discount amortization expense of $ 30,933 and expects to amortize the remaining $730,500 of discount over the remaining

maturities of the outstanding notes.

As of March 31, 2026,

the balance on the note is $ 158,125 .

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 8.

Liabilities.” The aggregate debt discount of $ 158,125 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, 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

On March 30, 2026, after 180 days, the note became convertible into shares of common stock.

As a result, the company recorded the

fair value of the derivative liability which was charged directly to interest expense.

As of March 31, 2026, the balance on the note is

On October 8, 2025, the Company issued a convertible

promissory note to an accredited investor for $ 20,000 to settle outstanding amounts owed to the investor.

The note has a maturity date

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

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

rate of 85 % of the lowest closing bid price for the five trading days preceding the conversion date.

As of March 31, 2026, 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 March 31, 2026, 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 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 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 March 31, 2026, the balance on the note is $ 162,500 .

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 $ 71,000 .

The promissory note carries an interest rate 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.

The aggregate debt discount

of $ 10,250 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance on the note

is $ 81,250 .

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

The promissory note carries a one-time interest charge of 10 % of $ 8,625 which is added to the principal balance, payable on the

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

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 with

a relative fair value of $ 23,445 which was recorded as a discount on the 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.

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.

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 8.

Derivative Liabilities .” The aggregate

debt discount of $ 94,875 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance

on the note is $ 94,875 .

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 rate 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.

The aggregate debt discount

of $ 20,000 is being amortized to interest expense over the respective term of the note.

As of March 31, 2026, the balance on the note

is $ 150,000 .

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 % of $ 18,000 which is added to the principal balance, 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.

The aggregate debt discount of $ 46,000 is being

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

As of March 31, 2026, the balance on the note is $ 138,000 .

During the three months ended March 31, 2026

and 2025, the Company recorded debt discount amortization expense of $ 361,546 and

$ 0 , respectively and expects

to amortize the remaining $665,322 of discount over the remaining maturities of the outstanding notes.

NOTE 8 – Derivative Liabilities

5 unchanged sentences

Schedule of assumptions for derivative liabilities

As of September 30, 2025

As of March 31, 2026

Conversion Option

3 unchanged sentences

Exercise price

$ 0.0035-0.01

Derivative liability fair value

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

Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2026

As of December 31, 2025

3 unchanged sentences

Expected term

1.71-2.15 years

Exercise price

$ 0.0004-0.01

Derivative liability fair value

2 unchanged sentences

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 nine months ended September 30, 2025:

The table below presents the change in the fair

value of the derivative liability during the three months ended March 31, 2026:

Schedule of fair value of derivative liability

Fair value as of December 31, 2025

Establishment of derivative liability upon issuance of notes

Establishment of derivative liability on tainted warrants

Establishment of derivative liability upon issuance of notes and date they became convertible

Extinguishment due to conversion

Extinguishment due to exercise of warrants

( 2,565,487 )

Change in fair value of derivatives

( 9,724,722 )

Fair value as of September 30, 2025

Fair value as of March 31, 2026

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 $ 17,778,006 during the nine months ended September 30, 2025 and a day one loss charged to interest expense of $ 5,662,276 .

In addition, as a result of the variable conversion features, all other potentially dilutive instruments must also be recorded at fair

value pursuant to ASC 815.

NOTE 9 – Customer Deposits

On January 21, 2025, the Company entered into a Master

Services Agreement with Cudo Ventures Ltd (“Cudo), a cloud computing company.

Under this agreement, the Company will provide Tier

3 data center hosting infrastructure and colocation services to Cudo.

The Master Services Agreement supports a 1 MW capacity during a

five year term at our Marviken data center and is accompanied by a strict service level agreement to ensure 99% up time which can be terminated

early by either party if certain conditions are met.

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

container from Ecoblox.

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

a 50% premium for evening and weekend services.

In consideration of the services, the Company shall receive electricity fees passed through

at a variable base cost multiplied be estimated usage plus an admin charge capped at 5%.

The minimum fee increase of 3% is waived for

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

The monthly rental

payable is $ 75,887 .

On February 18, 2025, an initial payment of $ 303,549 was made to the Company consisting of a $ 227,662 deposit, which

is refundable at the end of the term of the Master Services Agreement, and the first month’s rental payment of $ 75,887 .

As of September

30, 2025, the Company has not yet provided any of the service obligations under the agreement.

NOTE 10 – Commitments and Contingencies

a total gain of $ 9,724,722 during the three months ended March 31, 2026.

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

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

On May 6, 2024, the Company entered into a lease

to lease its operating and office facility under a non-cancelable real property lease agreement that expires on May 31, 2026.

property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable

to the leased premise.

As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing

rate based on the information available at the commencement date in determining the present value of lease payments.

The components of lease expense were as follows:

Lease cost table

Three Months Ended

Operating lease cost

Total net lease cost

Supplemental balance sheet information related

to leases was as follows:

Supplemental balance sheet information

Operating leases:

Operating lease assets

Current portion of operating lease liabilities

Noncurrent operating lease liabilities

Total operating lease liabilities

Weighted average remaining lease term:

Operating leases

Weighted average discount rate:

Operating leases

Supplemental cash flow and other information related

to leases was as follows:

Supplemental cash flow information

Three Months Ended

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows used for operating leases

Financing cash flows used for finance leases

Leased assets obtained in exchange for lease liabilities:

Total operating lease liabilities

Total finance lease liabilities

The following is a maturity analysis of the annual undiscounted cash

flows of the operating lease liabilities on a fiscal year basis, including common area maintenance fees, under non-cancelable operating

leases as of March 31, 2026:

Lease amortization schedule

Fiscal Year Ending

Minimum Lease

2026 (9 months)

Total future undiscounted lease payments

Less interest

Present value of lease payments

Less current portion

Long-term operating lease liabilities

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.

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.

The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting.

1 unchanged sentence

which the Company believes to be cancelled.

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

No additional communication

has been received related to the claims from Taylor.

NOTE 11 – Subsequent Events

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 in consideration of issuance of the unsecured original discount promissory note and the proceeds from the sale

shall be used for working capital.

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.

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.

On October 9, 2025, the Company issued 6,666,667 shares

of restricted common stock to an accredited investor in consideration of gross proceeds of $200,000.

Subsequent to September 30, 2025, the Company has issued 6,833,333 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 September 30, 2025 and through November 12, 2025, the Company

has issued an aggregate of 112,773,601 shares of restricted common stock for the cashless exercise of an aggregate of 146,000,000 common

stock warrants held by 16 warrant holders.

Subsequent to September 30, 2025, the Company has issued 404,005,115

shares of restricted common stock for the cashless exercise of 442,792,088 common stock options by the Company’s chief financial

The Company and BAIF entered into a memorandum

of understanding dated October 15, 2025 (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.

On November 6, 2025 the SPV and BAIF entered

into a share purchase agreement (the “SPV SPA”).

The SPV is owned and controlled 75% by the Company and 25% by BAIF.

The principal

of BAIF is Jose Mora.

The SPV 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 the SPV.

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.

The Company and BAIF intend to use the Spain Leases

to develop and operate high-performance computing (HPC) datacenter sites.

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.

The Company intends to issue Mr.

Mora options to purchase

250,000,000 shares of the Company’s common stock at an exercise price to be determined prior to issuance.

In addition, the SPV will

enter into an employment agreement with Mr.

Mora with an annual base salary of $400,000 and additional equity and cash incentives.

Company intends to develop the sites as gas powered fully autonomous energy islands for Tier 3 level uptime AI data centers.

capacity to be developed across the 5 sites is anticipated to be up to 1.8 Gigawatts.

We believe that since the sites will be autonomous

energy islands no grid connection is required and there will be no material reliance on grid infrastructure.

Thereby, subject to financing,

reducing time to power for our data center clients to 18 months.

The total capacity of the sites is planned to be 360 MW per site.

application to connect to the local gas pipeline for gas supply has already been made and approval is expected to be received within 30

The Company is negotiating a power purchase agreement with an energy company to develop a 360MW gas turbine facility to convert

gas fuel into electricity.

In addition, the Company is in negotiation for a 90 MW gas Fuel cell power facility to be supplied under a

power purchase agreement for each site.

The Company will need to secure fibre connections, environmental permits and all necessary contractor

The sites will then be classed at Ready to Build (RTB) as the Company intends to sell the sites on a RTB basis.

We estimate the

Company will require $5 million of working capital to achieve full RTB status on all 5 sites.

Additional capital is required to develop

the sites and the further development of the datacenters to RTB will require substantial capital.

There are no assurances that the

Company will receive sufficient capital or will receive capital on reasonable terms.

In addition, there are no assurances the application

and permits will be received or that agreements will be completed or the datacenters ultimately developed and sold or become operational.

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

and outstanding in Note 6 “ Equity ” above.

As disclosed under Note 4, the Employment Agreement

between the Company and Dr.

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

and warranties under the Share Exchange.

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

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

The Company has also sent notice

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

Adler under the Employment Agreement and the termination

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

Among other material breaches, without limitation, the Company

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

remain encumbered and subject to liens.

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

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

Officer and Chief Financial Officer, respectively.

The plaintiffs were Dr.

Niclas Adler, who previously acted as Chief Technology Officer

of the Company and as a member of the Company’s board of directors, and ACL.

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.

11 – Subsequent Events

Common Share issuances

Subsequent to March 31, 2026, the Company has

issued 15,384,615 shares of common stock under the ELOC for cash proceeds of approximately $70,000.

Subsequent to March 31, 2026, the Company has

issued 121,222,798 shares of common stock for the conversion of $187,925 in principle and $28,750 in interest on outstanding convertible

Nevada Litigation

On April 16, 2026, ACL filed a verified derivative

complaint in the District Court of Clark County, Nevada (Case No.

A-26-944317-C) against Mr.

Faulkner and Mr.

Wajcenberg, individually,

and naming the Company as a nominal defendant, seeking, among other relief, appointment of a receiver or custodian over the Company and

a declaration that the Series D Preferred Stock issuance to Mr.

Faulkner and Mr.

Wajcenberg is invalid.

On May 27, 2026, the Court orally

denied ACL’s motion to appoint a receiver and issue a temporary restraining order, and a written order from the court memorializing

the oral ruling is anticipated.

Faulkner, Mr.

Wajcenberg, and the Company deny all allegations and intend to defend against the claims.

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.

Board appointment

On May 5, 2026, the Board of Directors (the “Board”)

of the Company, appointed Simon Kiero-Watson to fill the vacancy on the Board created by a prior director’s resignation from the

Board in September 2025.

He will serve as a director until the Company’s next annual meeting of stockholders or his earlier resignation

In consideration for his service as a director, Mr.

Kiero-Watson will receive 10,000,000 shares of the Company’s restricted

common stock and the Company has agreed to indemnify Mr.

Kiero-Watson as permitted by the SEC and Nevada law.

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

What changed 10-Q

Item 1. Financial Statements