Edgemode, Inc. Form 10-K

 false 2023 FY 0001652958

 2023-06-30

 2024-04-26

 EDGM:SoleShareholderMember

 2022-01-29

 EDGM:JosephIsaacsMember

 2022-01-29

 EDGM:JosephIsaacsMember

 2022-01-29

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel3Member

 EDGM:MrIsaacsMember

 2022-01-29

 EDGM:JosephIsaacsMember

 EDGM:MrIsaacsMember

 EDGM:OfficersAndAConsultantMember

 EDGM:MrIsaacsMember

 2023-01-24
 2023-01-25

 EDGM:OfficersMember

 2022-09-10
 2022-09-12

 srt: ChiefExecutiveOfficerMember

 2024-03-02
 2024-03-03

 srt: ChiefFinancialOfficerMember

 2024-03-02
 2024-03-03

 2023-01-31

 EDGM:UndeliveredEquipmentMember

 EDGM:CryptominingEquipmentMember

 EDGM:CryptominingEquipmentMember
 EDGM:SwitchFromEtheriumMiningMember

 EDGM:CryptominingEquipmentMember
 EDGM:PurchaseOfMiningEquipmentMember

 EDGM:CryptominingEquipmentMember
 EDGM:EquipmentPurchased2020Member

 us-gaap: SeriesAPreferredStockMember

 2020-12-31

 us-gaap: SeriesAPreferredStockMember

 2022-03-30

 2022-07-19

 2022-07-19

 2022-07-18
 2022-07-19

 EDGM:DiagonalLendingMember

 2023-01-24
 2023-01-25

 EDGM:StockIssuedForCashAndCrytocurrencyMember

 EDGM:ThirdPartyMember

 2023-03-29
 2023-03-30

 EDGM:CEOAndCFOMember

 EDGM:GeneralGrantMember

 EDGM:CEOAndCFOMember

 EDGM:ForCompanyListingOnNasdaqMember

 EDGM:CryptoMiningMilestoneMember

 EDGM:VestingTermsMember

 EDGM:OptionsInDisputeMember

 2023-01-31

 EDGM:EquipmentNotesPayableMember

 EDGM:NotesPayablesMember

 2023-04-30

 EDGM:NotesPayablesMember

 2023-04-29
 2023-04-30

 EDGM:EquipmentNotePayableMember

 2021-01-01

 EDGM:EquipmentNotePayableMember

 EDGM:EquipmentNotesPayableMember

 EDGM:EquipmentNotesPayableMember

 EDGM:EquipmentNotesPayableMember

 EDGM:AprilPromissoryNoteMember

 2023-04-11

 EDGM:AprilPromissoryNoteMember

 2023-04-10
 2023-04-11

 EDGM:AprilPromissoryNoteMember

 EDGM:ConvertibleNoteMember

 2023-04-11

 EDGM:ConvertibleNoteMember

 2023-04-10
 2023-04-11

 EDGM:ConvertibleNoteMember

 EDGM:AugustPromissoryNoteMember

 2023-08-04

 EDGM:AugustPromissoryNoteMember

 2023-08-03
 2023-08-04

 EDGM:AugustPromissoryNoteMember

 2023-04-25

 2023-04-24
 2023-04-25

 EDGM:PromissoryNotePurchaseAgreementMember

 2023-04-26

 EDGM:PromissoryNotePurchaseAgreementMember

 2023-04-24
 2023-04-26

 EDGM:PromissoryNotePurchaseAgreementMember

 us-gaap: MeasurementInputPriceVolatilityMember

 us-gaap: MeasurementInputPriceVolatilityMember
 EDGM:WarrantsMember

 us-gaap: MeasurementInputExpectedDividendRateMember

 us-gaap: MeasurementInputExpectedDividendRateMember
 EDGM:WarrantsMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember

 us-gaap: MeasurementInputRiskFreeInterestRateMember
 EDGM:WarrantsMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputExpectedTermMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputSharePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 us-gaap: MeasurementInputExercisePriceMember

 EDGM:WarrantsMember

 2022-02-08

 2023-10-01

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

 OR

 TRANSITION REPORT UNDER SECTION 13 OR 15( d) OF THE SECURITIES EXCHANGE ACT OF 1934

 FOR THE TRANSITION PERIOD FROM __________________
TO __________________________

 COMMISSION FILE NUMBER: 000-55647

 ( Exact
name of registrant as specified in its charter)

 Nevada

 47-4046237

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL

 33301

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including area code:

 707 - 687-9093

 Securities registered under Section 12(b) of the
Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 Not applicable

 Not applicable

 Securities registered under Section 12(g) of the
Act:

 Common stock, par value $0.001 per share

 (Title of class)

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act.

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.4.05
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act 915 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 State the aggregate market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average
bid and asked prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal
quarter. $ 3,217,231 on June 30, 2023.

 Indicate the number of shares outstanding of
each of the registrant's classes of common stock, as of the latest practicable date. 390,687,459 shares of common stock are issued
and outstanding as of April 26, 2024.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's Proxy Statement
for the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the
extent stated herein. Such proxy statement (or alternatively, a Form 10-K/A) will be filed with the Securities and Exchange Commission
(the "SEC") within 120 days of the registrant's fiscal year ended December 31, 2023.

 Page No.

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

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

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accounting Fees and Services.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Item 16.

 Form 10-K Summary

 i

 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION

 This report contains forward-looking statements
that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors
that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels
of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to,
"believe," "expect," "anticipate," "estimate," "intend," "plan,"
"targets," "likely," "aim," "will," "would," "could," and similar
expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations
and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and
financial needs. Forward-looking statements include, but are not limited to, statements about risks associated with:

 Risks related to our business, including:

 we have a history of losses;

 our auditors have raised substantial doubts about our ability to continue as a going concern;

 we have a working capital deficit and need to raise capital; and

 we are a shell company and lack current business operations.

 Risks related to the ownership of our securities, including:

 the applicability of penny stock rules; and

 material weaknesses in our internal controls over financial reporting; and

 the significant dilution to our shareholders upon the exercise of options and warrants and conversion of outstanding notes.

 You should read thoroughly this report and the
documents that we refer to herein with the understanding that our actual future results may be materially different from and/or worse
than what we expect. We qualify all of our forward-looking statements by these cautionary statements including those made in our Risk
Factors appearing elsewhere in this report. Other sections of this report include additional factors which could adversely impact our
business and financial performance. New risk factors emerge from time to time and it is not possible for our management to predict all
risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements. Except for our ongoing obligations
to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any
forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak
only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated
with these statements and our business.

 ii

 Item 1.

 Business.

 Overview

 Edgemode, Inc. (Formerly Fourth Wave Energy, Inc.)
("we", "our", the "Company") was incorporated in Nevada on January 21, 2011. Effective January 31,
2022, the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company and EdgeMode, a Wyoming corporation
("Edgemode Wyoming") closed on an Agreement and Plan of Merger and Reorganization dated December 2, 2021 (the "Merger
Agreement"). In accordance with the Merger Agreement, FWAV Acquisition Corp. merged with and into Edgemode Wyoming, with Edgemode
Wyoming becoming a wholly owned subsidiary of the Company. The merger was accounted for as a reverse merger, whereby EdgeMode Wyoming
was considered the accounting acquirer and became our wholly-owned subsidiary. On June 3, 2022 the Company changed its name from Fourth
Wave Energy Inc. to Edgemode, Inc.

 Since our incorporation, the Company has attempted
to become involved in a number of business ventures, all of which, excluding Edgemode Wyoming, were unsuccessful and which have been abandoned.
 Edgemode Wyoming historically mined Ethereum from late 2020 until September 2022. Although Edgemode
Wyoming historically mined Ethereum, due to the change of Ethereum (ETH) from Proof of Work (POW) to Proof of stake (POS), the Company
terminated all rental agreements and future purchase orders related to Ethereum mining operations. We now intend to mine Bitcoin, subject
to financing. However, we require significant financing to commence Bitcoin mining. Since late 2022 we have focused on securing
a debt facility. We cannot provide any assurances we will receive any capital under a debt facility. Any debt financing will be used to
finance the purchase of Bitcoin mining hardware and hosting contracts. We have suspended our daily operations subject to receiving additional
funding. There are no assurances we will receive adequate financing. Our management has also begun exploring possible opportunities for
the Company involving mergers, acquisitions or other business combination transactions in an effort to diversify our business. We are
not currently a party to any agreement or understandings with any third parties, and there are no assurances even if our management locates
an opportunity which it believes will be in the best interests of our shareholders that we will ever consummate such a transaction. Accordingly,
investors should not place undue reliance on these efforts.

 As stated above, at present, the Company has
no sources of revenue and has no specific business plan or purpose without significant financing. Therefore, the Company's business
plan is to also seek an acquisition or merger candidate (a "Business Combination"). As a result, the Company is considered
a "blank check" or "shell" company. See the Risk Factors beginning on page 2. Management
does not intend to undertake any efforts to cause a market to develop in the Company's securities until such time as the Company
has successfully implemented its business plan and/or closed on a suitable Business Combination.

 Although we have been in discussions with potential
partners or targets, we have not entered into any definitive agreements. The evaluation and selection of a business opportunity is a complex
and uncertain process, and we have not yet identified a target operating business for acquisition. Business opportunities that we believe
are in the best interests of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify
as viable for our objectives, including due to competitive forces in the marketplace beyond our control. There is no assurance that we
will be able to locate compatible business opportunities for the Company. See Item 1A - Risk Factors.

 Human Capital/Employees

 We have two full-time employees and no part-time
employees. Our employees also serve as our officers and directors. None of our employees are parties to any collective bargaining arrangement.
We believe our relationships with our employees are good.

 History

 We are incorporated under the laws of the State
of Nevada in 2011. Our subsidiary, Edgemode Wyoming, was incorporated in the State of Wyoming in March 2020. Prior to the closing of
the acquisition of Edgemode, we were a shell company with nominal assets and liabilities. Our website address is www.edgemode.io. We
have not incorporated by reference into this report the information that can be accessed through our website and you should not consider
such information to be part of this report.

 Competition and Market Conditions

 We will face substantial competition in our efforts
to identify and pursue a business partner. The primary source of competition is expected to be from other companies organized and funded
for similar purposes, including small venture capital firms, blank check companies, and wealthy investors, many of which may have substantially
greater financial and other resources than we do. Considering our limited financial and human resources, we are at a competitive disadvantage
compared to many of our competitors in our efforts to obtain an operating business or assets necessary to commence our operations in a
new field. Additionally, with the economic downturn caused by the coronavirus pandemic, many venture capital firms and similar firms and
individuals have been seeking to acquire businesses at discounted rates, and we therefore currently face additional competition and resultant
difficulty obtaining a business. We expect these conditions to persist at least until such time as the economy recovers. Further, even
if we are successful in obtaining a business or assets for new operations, we expect there to be enhanced barriers to entry in the marketplace
in which we decide to operate because of reduced demand and/or increased raw material costs caused by the pandemic and other economic
forces that are beyond our control.

 In order for us to be attractive to a business
partner or opportunity, we may need to convince our outstanding debt holders, to convert their outstanding debt income common stock upon
the closing of any such transaction. If any of them are unwilling to do so, our ability to close a transaction will be adversely affected.
Additionally, we are currently in the process of increasing our authorized shares of common stock. Any such acquisition would be made
using the Company's common stock as currency to fund such acquisition.

 Item 1A.

 Risk Factors

 Any investment in our securities involves a high
degree of risk. Investors should carefully consider the risks described below and all of the information contained in this filing before
deciding whether to purchase our securities. Our business, financial condition and results of operations could be materially adversely
affected by these risks if any of them actually occur. This filing also contains forward-looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors,
including the risks we face as described below and elsewhere in this report.

 There is substantial doubt about our ability to continue operating
as a going concern.

 We have experienced losses from operations
since inception and have never generated positive cash flow. The success of our business plan during the next 12 months and beyond
will be contingent upon obtaining sufficient financing to cover our operating costs and business plan initiatives. This is because
we do not anticipate generating any revenue from operations nor being able to raise capital (prior to consummating a business
combination). As of December 31, 2023, the Company had approximately $1,600,000 of outstanding debt, not including interest,
penalties and other fees due under the notes. The reports from our independent registered public accounting firm for the fiscal year
ended December 31, 2023, and prior years include an explanatory paragraph stating the Company has recurring net losses from
operations, negative operating cash flows, does not yet generate revenue from operations and will need additional working capital
for ongoing operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going
concern. If we are unable to obtain sufficient funding and/or generate material revenue to fund our operations and business plan,
our business, prospects, financial condition and results of operations will be materially and adversely affected, we may be unable
to continue as a going concern in which case you in turn would lose your investment.

 We currently have no operations, and investors therefore have no
basis on which to evaluate the Company ' s future prospects.

 We currently have no operations and will be reliant
upon a merger with or acquisition of an operating business to commence operations and generate material revenue. Because we have little
operations, investors have no basis upon which to evaluate our ability to achieve our business objective of locating and completing a
business combination with a target business. We have no current arrangements or understandings with any prospective target business concerning
a business combination and may be unable to complete a business combination in a reasonable timeframe, on reasonable terms or at all.
If we fail to complete a business combination as planned, we will never generate any operating revenues.

 We may face difficulties or delays in our search for a business
combination, and we may not have access to sufficient capital to consummate a business combination.

 We may face difficulty identifying a viable business
opportunity or negotiating or paying for any resulting business combination. Economic factors that are beyond our control, including the
economic downturns, as well as increased competition for acquisitions of operating entities that we expect to encounter as a result thereof,
may hinder our efforts to locate and/or obtain a business that is suitable for our business goals at a price we can afford and on terms
that will enable us to sufficiently grow our business to generate value to our shareholders. We have no capital, and we may not be able
to take advantage of any available business opportunities on favorable terms or at all due to the limited availability of capital. There
can be no assurance that we will have sufficient capital to provide us with the necessary funds to successfully develop and implement
our plan of operation or acquire a business we deem to be appropriate or necessary to accomplish our objectives, in which case we may
be forced to terminate our business plan and your investment in the Company could become worthless.

 If we are not successful in acquiring a new business and generating
material revenues, investors will likely lose their investment.

 If we are not successful in developing a viable
business plan and acquiring a new business through which to implement it, our investors' entire investment in the Company could
become worthless. Even if we are successful in combining with or acquiring the assets of an operating entity, we can provide no assurances
that the Company will be able to generate significant revenue therefrom in the short-term or at all or that investors will derive a profit
from their investment. If we are not successful, our investors will likely lose their entire investment.

 Because we have no capital, we may need to raise additional capital
in the future by issuing debt or equity securities, the terms of which may dilute our current investors and/or reduce or limit their liquidation
or other rights.

 We may require additional capital to acquire a
business. We may not be able to obtain additional capital when required. Future business development activities, as well as administrative
expenses such as salaries, insurance, general overhead, legal and compliance expenses and accounting expenses will require a substantial
amount of additional capital. The terms of securities we issue in future capital raising transactions may be more favorable to new investors,
and may include liquidation preferences, superior voting rights or the issuance of other derivative securities, which could have a further
dilutive effect on or subordinate the rights of our current investors. Any additional capital raised through the sale of equity securities
will likely dilute the ownership percentage of our shareholders. Additionally, any debt securities we issue would likely create a liquidation
preference superior that of our current investors and, if convertible into shares of common stock, would also pose the risk of dilution.

 We may encounter difficulty locating and consummating a business
combination, including as a result of the competitive disadvantages we have.

 We expect to face intense competition in our search
for a revenue-producing business to combine with or acquire. Given the current economic climate, venture capital firms, larger companies,
blank check companies such as special purpose acquisition companies and other investors are purchasing operating entities or the assets
thereof in high volumes and at relatively discounted prices. These parties may have greater capital or human resources than we do and/or
more experience in a particular industry within which we choose to search. Most of these competitors have a certain amount of liquid cash
available to take advantage of favorable market conditions for prospective business purchaser such as those caused by the recent pandemic.
Any delay or inability to locate, negotiate and enter into a business combination as a result of the relative illiquidity of our current
asset or other disadvantages we have relative to our competitors could cause us to lose valuable business opportunities to our competitors,
which would have a material adverse effect on our business.

 We may expend significant time and capital on a prospective business
combination that is not ultimately consummated.

 The investigation of each specific target business
and any subsequent negotiation and drafting of related agreements, SEC disclosure and other documents will require substantial amounts
of management's time and attention and material additional costs in connection with outsourced services from accountants, attorneys
and other professionals. We will likely expend significant time and resources searching for, conducting due diligence on, and negotiating
transaction terms in connection with a proposed business combination that may not ultimately come to fruition. Unanticipated issues which
may be beyond our control or that of the seller of the applicable business may arise that force us to terminate discussions with a target
company, such as the target's failure or inability to provide adequate documentation to assist in our investigation, a party's
failure to obtain required waivers or consents to consummate the transaction as required by the inability to obtain the required audits,
applicable laws, charter documents and agreements, the appearance of a competitive bid from another prospective purchaser, or the seller's
inability to maintain its operations for a sufficient time to allow the transaction to close. Such risks are inherent in any search for
a new business and investors should be aware of them before investing in an enterprise such as ours.

 We may engage in a business combination that causes tax consequences
to us and our shareholders.

 Federal and state tax consequences will, in all
likelihood, be a significant factor in considering any business combination that we may undertake. Under current federal law, such transactions
may be subject to significant taxation to the buyer and its shareholders under applicable federal and state tax laws. While we intend
to structure any business combination so as to minimize the federal and state tax consequences to the extent practicable in accordance
with our business objectives, there can be no assurance that any business combination we undertake will meet the statutory or regulatory
requirements of a tax-free reorganization or similar favorable treatment or that the parties to such a transaction will obtain the tax
treatment intended or expected upon a transfer of equity interests or assets. A non-qualifying reorganization, combination or similar
transaction could result in the imposition of significant taxation, both at the federal and state levels, which may have an adverse effect
on both parties to the transaction, including our shareholders.

 It is unlikely that our shareholders will be afforded any opportunity
to evaluate or approve a business combination.

 It is unlikely that our shareholders will be afforded
the opportunity to evaluate and approve a proposed business combination. In most cases, business combinations do not require shareholder
approval under applicable law, and our Articles of Incorporation and Bylaws do not afford our shareholders with the right to approve such
a transaction. In order to develop and implement our business plan, we may in the future hire lawyers, accountants, technical experts,
appraisers, or other consultants to assist with determining the Company's direction and consummating any transactions contemplated
thereby. We may rely on such persons in making difficult decisions in connection with the Company's future business and prospects.
The selection of any such persons will be made by our Board, and any expenses incurred, or decisions made based on any of the foregoing
could prove to be adverse to the Company in hindsight, the result of which could be diminished value to our shareholders.

 We may attempt to complete a business combination with a private
target company about which little information is available, and such target entity may not generate revenue as expected or otherwise by
compatible with us as expected.

 In pursuing our search for a business to acquire,
we will likely seek to complete a business combination with a privately held company. Very little public information generally exists
about private companies, and the only information available to us prior to making a decision may be from documents and information provided
directly to us by the target company in connection with the transaction. Such documents or information or the conclusions we draw therefrom
could prove to be inaccurate or misleading. As such, we may be required to make our decision on whether to pursue a potential business
combination based on limited, incomplete or faulty information, which may result in our subsequent operations generating less revenue
than expected, which could materially harm our financial condition and results of operations.

 Our ability to assess the management of a prospective target business
may be limited and, as a result, we may acquire a target business whose management does not have the skills, qualifications or abilities
to enable a seamless transition, which could, in turn, negatively impact our results of operations.

 When evaluating the desirability of a potential
business combination, our ability to assess the target business's management may be limited due to a lack of time, resources or
information. Our management's assessment of the capabilities of the target's management, therefore, may prove to be incorrect
and such management may lack the skills, qualifications or abilities expected. Further, in most cases the target's management may
be expected to want to manage us and replace our Chief Executive Officer. Should the target's management not possess the skills,
qualifications or abilities necessary to manage a public company or assist with their former entity's merger or combination into
ours, the operations and profitability of the post-acquisition business may be negatively impacted, and our shareholders could suffer
a reduction in the value of their shares.

 Changes in laws or regulations, or a failure to comply with the
laws and regulations applicable to us, may adversely affect our business, ability to negotiate and complete a business combination, and
results of operations.

 We are subject to laws and regulations enacted
by federal, state and local governments. In addition to SEC regulations, any business we acquire in the future may be subject to substantial
legal or regulatory oversight and restrictions, which could hinder our growth and expend material amounts on compliance. Compliance with,
and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation
and application by courts and administrative judges may also change from time to time, and any such changes could be unfavorable to us
and could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply with
applicable laws or regulations, as interpreted and applied, could result in material defense or remedial costs and/or damages have a material
adverse effect on our financial condition.

 Future issuance of our common stock could dilute the interests of
our existing shareholders, particularly in connection with an acquisition and any resulting financing.

 We may issue additional shares of our common stock
in the future. The issuance of a substantial amount of our common stock could substantially dilute the interests of our shareholders.
In addition, the sale of a substantial amount of common stock in the public market, either in the initial issuance or in a subsequent
resale by the target company in a business combination which received our common stock as consideration or by investors who has previously
acquired such common stock could have an adverse effect on the market price of our common stock.

 Our registration under the Securities Exchange Act of 1934 could
be revoked by the Securities and Exchange Commission if we fail to file required reports.

 If we fail to file reports as required under the
Exchange Act, we may lose our registration. While we intend to comply with the Exchange Act's reporting requirements moving forward,
due to lack of working capital we may be unable to comply in the future as we did in the past. If we are unable to comply with the SEC
reporting provisions in the future, such failure will affect the liquidity of our common stock and act as a depressant to the price.

 Due to recent changes to Rule 15c2-11 under the Exchange Act, our
common stock may become subject to limitations or reductions on stock price, liquidity or volume.

 On September 16, 2020, the SEC adopted amendments
to Rule 15c2-11 under the Exchange Act. This Rule applies to broker-dealers who quote securities listed on over-the-counter markets such
as our common stock. The Rule as amended prohibits broker-dealers from publishing quotations on OTC markets for an issuer's securities
unless they are based on current publicly available information about the issuer. When it becomes effective, the amended Rule will also
limit the Rule's "piggyback" exception, which allows broker-dealers to publish quotations for a security in reliance
on the quotations of a broker-dealer that initially performed the information review required by the Rule, to issuers with current publicly
available information or issuers that are up to date in their Exchange Act reports. As of this date, we are uncertain as to what actual
effect the Rule may have on us. The Rule changes could harm the liquidity and/or market price of our common stock by either preventing
our shares from being quoted or driving up our costs of compliance.

 We are subject to the " penny stock " rules
which will adversely affect the liquidity of our common stock.

 The SEC has adopted regulations which generally
define "penny stock" to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions.
We do not expect our stock price to be above $5.00 in the foreseeable future. The "penny stock" designation will require any
broker-dealer selling our securities to disclose certain information concerning the transaction, obtain a written agreement from the purchaser
and determine that the purchaser is reasonably suitable to purchase the securities. These rules will limit the ability of broker-dealers
to solicit purchases of our common stock and therefore reduce the liquidity of the public market for our shares.

 Broker-dealers are increasingly reluctant to permit
investors to buy or sell speculative unlisted stock and often impose costs which make it uneconomical for small shareholders to do so.
Moreover, as a result of apparent regulatory pressure from the SEC and the Financial Industry Regulatory Authority ("FINRA"),
a growing number of broker-dealers decline to permit investors to purchase and sell or otherwise make it difficult to sell shares of penny
stocks. The "penny stock" designation may have a depressive effect upon our common stock price.

 The issuance of shares upon exercise of our outstanding options
or warrants or the conversion of the outstanding promissory notes may cause immediate and substantial dilution to our existing shareholders.

 We presently have options and warrants that if
exercised would result in the issuance of an additional 402,814,669 shares of our common stock, and our outstanding convertible notes
are presently convertible into approximately 179,123,056 shares of common stock. However, 307,239,206 of the outstanding options are only
exercisable upon the company reaching certain capital purchasing requirements. The issuance of shares upon exercise of warrants and options
and/or the conversion of shares underlying our convertible notes will result in dilution to the interests of other shareholders.

 We are a shell company and as such shareholders can only rely on
the provisions of Rule 144 for the resale of their shares when certain conditions are met.

 We are a shell company as defined under Rule 405
of the Securities Act of 1933 ("Securities Act"). As securities issued by a former shell company, the securities issued by
us can only be resold under Rule 144 when certain conditions are met, including that: (i) we are subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act and (ii) we have filed all required reports under the Exchange Act of the preceding
12 months.

 Item 1B.

 Unresolved Staff Comments.

 None.

 Item 1C.

 Cybersecurity.

 We are a "blank check" company with
no business operations. Since late 2023, our sole business activity has been identifying and evaluating suitable acquisition transaction
candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management
program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks
from cybersecurity threats, if any.

 Item 2.

 Properties.

 We maintain our corporate offices at 110 East
Broward Blvd, Fort Lauderdale, Florida. We lease these premises under a monthly rental agreement at a nominal cost.

 Item 3.

 Legal Proceedings.

 On October 20, 2023 the Company received notice
from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the
"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 $250,008.99, together with
accrued interest and default interest as provided for in the 1800 Notes. As a result of the default, the 1800 Notes are convertible into
common stock.

 Item 4.

 Mine Safety Disclosures

 Not applicable.

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Our common stock is quoted on the OTC Pink Markets
under the symbol "EDGM". Our common stock was previously quoted under the symbol "FWAV." As of April 25, 2024,
the last reported sale price of our common stock as reported by the OTC Markets was $0.002 per share. As of that date, there were approximately
200 shareholders of record. This number does not include beneficial owners whose shares are held in the names of various securities brokers,
dealers and registered clearing agencies.

 Recent Sales of Unregistered Securities

 None.

 Item 6.

 [Reserved]

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations.

 The following discussion and analysis should be
read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report on Form 10-K.

 Overview

 The Company currently has no sources of revenue
and absent significant financing to fund Bitcoin mining operations, has no specific business plan or purpose. The Company's business
plan is to seek a business combination. The evaluation and selection of a business opportunity is a complex and uncertain process, and
the Company not yet identified a target operating business for acquisition. Business opportunities that we believe are in the best interests
of the Company and its shareholders may be scarce, or we may be unable to attract the businesses we identify as viable for our objectives,
including due to competitive forces in the marketplace beyond our control. There is no assurance that we will be able to locate
compatible business opportunities for the Company.

 12 Months Ended December 31, 2023 ("2023 Period") Compared
to the 12 Months Ended December 31, 2022 ("2022 Period").

 Results of operations

 We had no revenues for the 2023 Period compared
to $438,042 for the 2022 Period. The reason for the decrease was that we ceased Ethereum mining operations in September 2022 when Ethereum
switched its consensus protocol to proof of stake.

 We had no cost of revenues for the 2023 Period
compared to $812,882 for the 2022 Period. The reason for the decrease was a decrease in hosting fees incurred as a result of the power
outages and seizing of Ethereum mining operations in September 2022.

 Our operating expenses for the 2023 Period was
$3,133,679 compared to $31,014,864, for the 2022 Period. In the 2023 Period, the Company incurred stock-based compensation expense of
$1,236,487 compared to $24,582,181 for the 2022 Period, along with decreased loss on cryptocurrencies due to decreased transactions and
changes in market prices.

 Our other income for the 2023 Period was $347,933
compared to other expense of $856,293 for the 2022 Period. Other income for the 2023 period was comprised primarily of $700,000 related
to a refund of equipment deposit offset by interest expense of $346,162 and a prepayment penalty on the preferred B shares of $51,859.
Other expense for the 2022 Period was comprised of $148,119 in interest expense and $708,174 in loss related to the termination of a prepaid
hosting arrangement

 Subject to receiving funding, we expect that our
operating expenses will increase as we attempt to develop our new mining operations and we devote additional resources toward new business
opportunities. However, as set forth elsewhere in this report, our ability to develop our business and achieve our operational goals is
dependent upon our ability to raise significant additional working capital. As the availability of this capital is unlikely and we are
unable to quantify at this time the expected increases in operating expenses in future periods.

 Liquidity and Capital Resources

 As of April 26, 2024, the Company had approximately
$3,500 of cash. Our liquidity was primarily derived from debt and equity investments from accredited investors and also from selling the
crypto that we mined through September 2022. To recommence our mining operations and fund operations for the next 12 months, the Company
is seeking to raise $45 million in debt facility. We currently have no available sources for capital and we can provide no assurances
that any debt financings will be available in the future. Therefore, we primarily intend to seek a business combination.

 We have suspended our operations. If we fail to
close on a debt facility or raise sufficient additional funds from other sources, we will be required to abandon our plan of operations.

 The Company has terminated the agreements for
approximately $1.6 million of debt for equipment that the Company was using for mining and returned the equipment to the vendor to settle
the outstanding liabilities. The Company is making no further payments against the potential balance. No confirmation has been received
from 2CRSI and as such the balance remains outstanding on the Company's balance sheet in the accompanying financial statements.

 Convertible notes payable

 On April 11, 2023, the Company entered into a
Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company
sold the investor an unsecured promissory note in the principal amount of $60,760 (the "April Promissory Note"). The
Company received net proceeds of $50,000 in consideration of issuance of the April Promissory Note after original issue discount
of $6,510 and legal fees of $4,250. The aggregate debt discount of $10,760 is being amortized to interest expense over the respective
term of the note. The April Promissory Note shall incur a one-time interest charge of 13%, which is added to the principal balance,
has a maturity date of March 11, 2024, and requires monthly payments of $7,629 beginning on September 15, 2023. The
April Promissory Note is convertible into common shares of the Company upon an event of default, at a rate of 71% of the lowest price
for the preceding 20 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then outstanding amount
of principal and accrued interest combined. As of the date of filing, the note is in default. In addition, on April 11, 2023,
the Company entered into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant to which
the Company sold the investor an unsecured promissory note in the principal amount of $56,962 (the "Convertible Note"),
bears interest at a rate of 8%, or 22% in the event of default, and matures on April 11, 2024. The Company received net proceeds
of $50,000 in consideration of issuance of the Convertible Note after original issue discount of $2,712 and legal fees of $4,250.
The aggregate debt discount of $6,962 is being amortized to interest expense over the respective term of the note. The Convertible Note
is convertible into common shares of the Company beginning on the sixth-month anniversary, at a rate of 65% of the average of the three
lowest prices for the preceding 15 trading days. In addition, upon default, the Company must repay an amount equal to 150% of the then
outstanding amount of principal and accrued interest combined. As of December 31, 2023, the balance on the notes is $136,701. The notes
are in default.

 On April 25, 2023, the Company entered into a
Securities Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note
in the principal amount of $60,000. The Company received net proceeds of $60,000 in consideration of issuance of the Promissory Note.
The Promissory Note shall bear interest at a rate of 10% and have a maturity date of May 26, 2023. The Promissory Note has a
prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date. As of December 31, 2023,
the balance on the note is $60,000. The note is past due.

 In addition, on April 26, 2023, the Company
entered into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an
unsecured convertible promissory note in the principal amount of $57,502 Promissory Note. The Company received gross proceeds of
$57,502 in consideration of issuance of the Promissory Note. The Promissory Note shall bear interest at a rate of 10% and
have a maturity date of May 26, 2023. The Promissory Note has a prepayment percentage of 130% for the period beginning on the
issuance date and ending on the maturity date. As of December 31, 2023, the balance on the note is
$57,502. The note is past due.

 The investors may in their option, at any time
following the 180-day anniversary from the issuance date, as defined in the Promissory Notes, convert all or any part of the outstanding
and unpaid amount of the Promissory Notes into fully paid and non-assessable shares of Common Stock. If the Promissory Notes are not repaid
on or prior to the maturity date, the conversion price will be $0.20 or 50% of the preceding five day VWAP on the six month anniversary,
which is lower, subject to a floor conversion price of $0.01 per share. Furthermore, the Promissory Notes contain a "most favored
nation" provision that allows each investor to claim any preferable terms from any future securities, excluding certain exempt
issuances.

 On August 4, 2023, the Company entered into a
Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company sold the investor
an unsecured original issuance discount promissory note in the principal amount of $71,450 (the "August Promissory Note").
The Company received net proceeds of $60,000 in consideration of issuance of the August Promissory Note after original issue discount
of $7,200 and legal fees of $4,250. The aggregate debt discount of $11,450 is being amortized to interest expense over the respective
term of the note. The August Promissory Note shall incur a one-time interest charge of 13%, which is added to the principal balance,
has a maturity date of May 24, 2024, and requires monthly payments of $8,971 beginning on September 15, 2023. The
August Promissory Note is convertible into common shares of the Company at any time following an event of default at a rate of 71% of
the lowest trading price of the Company's common stock during the twenty prior trading days. In addition, upon default, the Company
must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined. As of December 31, 2023,
the balance on the note is $99,529. The note is in default.

 On October 20, 2023 the Company received notice
from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the
"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 $250,008.99, together with
accrued interest and default interest as provided for in the 1800 Notes. As a result of the default, the 1800 Notes are convertible into
common stock.

 Summary of cash flows

 Net cash provided by (used in) operating activities

 $
 42,237

 $
 (2,169,308
)

 Net cash provided by (used in) investing activities

 $
 34,100

 $
 1,047,473

 Net cash provided by (used in) financing activities

 $
 (76,109
)

 $
 1,097,963

 Critical accounting policies

 See Note 2 to the December 31, 2023 financial
statements included as part of this report for a discussion of our Significant Accounting Policies.

 Recent Accounting Pronouncements

 The Company does not believe that any recently
issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying
financial statements.

 Off Balance Sheet Arrangements

 As of the date of this report, we do not have
any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material
to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement
to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative
instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that
serves as credit, liquidity or market risk support for such assets.

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Not applicable for a smaller reporting company.

 Item 8.

 Financial Statements and Supplementary Data.

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the years ended December 31, 2023 and 2022

 Connsolidated Statements of Changes in Stockholders' Equity (Deficit)
for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and

Stockholders of Edgemode, Inc.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of Edgemode, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations,
changes in stockholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023 in conformity
with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements,
the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2023 which
raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters are also described
in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide
a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matter communicated below is
a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated
to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and
(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter
in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

 F- 1

 Derivatives Arising from Convertible Notes

 The valuation of derivative liabilities arising
from convertible notes payable represents a significant aspect of the audit due to its materiality and the complexity involved in its
assessment. These liabilities are recognized based on the fair value of embedded conversion features associated with convertible notes.
The determination of fair value necessitates intricate valuation models, incorporating various assumptions, which are inherently subjective
and involve substantial management judgment.

 To form our overall opinion on the financial
statements, our audit procedures included assessing the reasonableness of key inputs used in the company's valuation models, evaluating
the appropriateness of management's valuation methodologies and assumptions, and assessing the impact of changes in these inputs on the
fair value measurement. We also performed sensitivity analyses to inspect the potential effects of variations in key assumptions on the
reported fair value of the derivative liabilities.

 Given the significance of these liabilities
to the financial statements and the complexity inherent in their valuation, our audit required significant auditor judgment and involved
challenging evaluations of subjective inputs.

 /s/ M&K CPAS, PLLC

 PCAOB ID 2738

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

 The Woodlands, TX

 April 26, 2024

 F- 2

 Consolidated Balance Sheets

 ASSETS

 Current assets:

 Cash

 $

 $

 Prepaid expenses and other current assets

 20,258

 27,638

 Prepaid hosting services

 –

 894,355

 Deferred offering costs

 –

 264,706

 Total current assets

 20,556

 1,186,769

 Intangible assets - cryptocurrencies

 2,630

 Total assets

 $
 20,588

 $
 1,189,399

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accrued expenses

 $
 721,780

 $
 869,524

 Accrued payroll

 661,201

 487,159

 Accrued dividends

 –

 6,190

 Equipment notes payable

 1,179,972

 1,179,972

 Notes payable

 35,000

 35,000

 Notes payable – related parties

 16,000

 –

 Convertible notes payable

 342,501

 –

 Derivative liabilities

 197,090

 –

 Series B preferred shares liability, net

 –

 205,226

 Total current liabilities

 3,153,544

 2,783,071

 Total liabilities

 3,153,544

 2,783,071

 Commitments and contingencies

 –

 –

 Stockholders' deficit:

 Preferred shares, $ 0.001
 par value, 4,999,000
 shares authorized; zero 0 issued and outstanding December 31, 2023 and 2022

 –

 –

 Common shares, $ 0.001 par value, 950,000,000 shares authorized; 390,687,459 and 390,437,459 shares issued and outstanding, December 31, 2023 and 2022, respectively

 390,687

 390,437

 Additional paid-in capital

 35,142,231

 33,896,019

 Accumulated deficit

 ( 38,665,874
)

 ( 35,880,128
)

 Stockholders' deficit

 ( 3,132,956
)

 ( 1,593,672
)

 Total liabilities and stockholders' deficit

 $
 20,588

 $
 1,189,399

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 3

 Consolidated Statements of Operations

 For the Year Ended

 Revenue

 $
 –

 $
 438,042

 Cost of revenue

 –

 812,882

 Gross margin

 –

 ( 374,840
)

 Operating expenses:

 General and administrative expenses

 3,123,572

 27,784,864

 Loss on sale of equipment and impairment

 –

 3,075,748

 Loss on cryptocurrencies

 10,107

 154,252

 Total operating expenses

 3,133,679

 31,014,864

 Loss from operations

 ( 3,133,679
)

 ( 31,389,704
)

 Other income (expense):

 Interest expense

 ( 346,162
)

 ( 148,119
)

 Penalty on prepayment of Preferred B shares

 ( 51,859
)

 –

 Refund of equipment deposit

 700,000

 –

 Change in fair value of derivatives

 6,709

 –

 Loss on settlement

 ( 9,975
)

 –

 Gain on settlement of liabilities

 50,000

 –

 Other expense

 ( 780
)

 ( 708,174
)

 Total other income (expense), net

 347,933

 ( 856,293
)

 Loss before provision for income taxes

)

)

 Provision for income taxes

 –

 –

 Net loss

 $
)

 $
)

 Loss per common share - basic and diluted

 $
 ( 0.01
)

 $
 ( 0.09
)

 Weighted average shares outstanding - basic and diluted

 390,626,500

 377,574,305

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 Consolidated Statements of Changes in Stockholders'
Equity (Deficit)

 For the years ended December 31, 2023 and 2022

 Mezzanine Equity

 Total

 Preferred

 Common

 Additional

 Stockholders'

 Preferred

 Stock

 Common

 Stock

 Paid-In

 Accumulated

 Equity

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 (Deficit)

 Balance December 31, 2021

 127,207

 $
 341,730

 292,179,345

 $
 292,179

 $
 5,476,850

 $
 ( 3,634,131
)

 $
 2,134,898

 Conversion of preferred shares into common

 ( 127,207
)

 ( 341,730
)

 20,796,933

 20,797

 363,776

 –

 384,573

 Recapitalization of reverse merger

 –

 –

 69,257,668

 69,258

 2,600,694

 –

 2,669,952

 Common shares issued in exchange for cash

 –

 –

 1,617,756

 1,617

 564,398

 –

 566,015

 Common shares issued in exchange for cryptocurrency

 –

 –

 78,638

 49,921

 –

 50,000

 Common shares issued in exchange for compensation

 –

 –

 4,000,000

 4,000

 314,000

 –

 318,000

 Common shares issued in exchange for deferred financing
 costs

 –

 –

 2,521,008

 2,521

 262,185

 –

 264,706

 Common shares cancelled pursuant to SEC Legal case

 –

 –

 ( 13,889
)

 ( 14
)

 –

 –

 Stock-based compensation

 –

 –

 –

 –

 24,264,181

 –

 24,264,181

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance December 31, 2022

 –

 –

 390,437,459

 390,437

 33,896,019

 ( 35,880,128
)

 ( 1,593,672
)

 Common shares issued for settlement of claims

 –

 –

 250,000

 9,725

 –

 9,975

 Stock-based compensation

 –

 –

 –

 –

 1,236,487

 –

 1,236,487

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance December 31, 2023

 –

 $
 –

 390,687,459

 $
 390,687

 $
 35,142,231

 $
 ( 38,665,874
)

 $
 ( 3,132,956
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 Consolidated Statements of Cash Flows

 For the Year Ended

 Operating Activities:

 Net loss

 $
)

 $
)

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

 Depreciation

 –

 630,670

 Amortization

 25,215

 3,976

 Interest expense on principal default

 88,618

 95,926

 Interest expense charge for day one derivative loss

 203,799

 –

 Prepayment on penalty of Preferred B shares

 51,859

 –

 Change in fair value of derivative liabilities

 ( 6,709
)

 –

 Loss on sale of equipment and impairment

 –

 3,075,748

 Stock-based compensation

 1,236,487

 24,582,181

 Cryptocurrency used for compensation

 –

 144,423

 Loss on cryptocurrency transactions

 10,107

 154,252

 Loss on settlement

 9,975

 –

 Gain on settlement of liabilities

 ( 50,000
)

 –

 Loss on prepaid hosting termination

 –

 691,942

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 1,166,441

 151,815

 Prepaid expenses and other current assets – related
 parties

 –

 ( 7,500
)

 Cryptocurrencies - mining

 –

 ( 438,042
)

 Accounts payable and accrued expenses

 ( 93,739
)

 504,139

 Accrued payroll

 185,930

 487,159

 Lease liabilities

 –

 –

 Net cash provided by (used in)
 operating activities

 42,237

 ( 2,169,308
)

 Investing Activities:

 Cash acquired in acquisition

 –

 743,513

 Purchase of equipment

 –

 ( 245,976
)

 Proceeds from sale of equipment

 –

 60,000

 Proceeds from sale of cryptocurrencies

 34,100

 489,936

 Net cash provided by investing
 activities

 34,100

 1,047,473

 Financing Activities:

 Proceeds from issuance of common shares, net of offering
 costs

 –

 566,015

 Proceeds from subscription receivable

 –

 158,850

 Proceeds from issuance of preferred shares, net of offering
 costs

 –

 201,250

 Payments on equipment notes payable

 –

 ( 208,152
)

 Proceeds from notes payable

 220,000

 380,000

 Proceeds from related party advances

 16,000

 –

 Payments of convertible notes

 ( 41,560
)

 –

 Payments on notes payable

 ( 270,549
)

 –

 Net cash provided by (used in)
 financing activities

 ( 76,109
)

 1,097,963

 Net change in cash

 ( 23,872
)

 Cash - beginning of period

 23,942

 Cash - end of period

 $

 $

 Supplemental Disclosures:

 Interest paid

 $
 4,388

 $
 89,993

 Income taxes paid

 $
 –

 $
 –

 Supplemental Disclosures of Noncash Financing Information:

 Shares issued for deferred financing
 costs

 $
 –

 $
 264,706

 Shares issued for cryptocurrency
 assets

 $
 –

 $
 50,000

 Conversion of preferred shares into common shares

 $
 –

 $
 384,573

 Common shares cancelled pursuant
 to SEC legal case

 $
 –

 $

 Convertible notes issued in exchange
 for cryptocurrency

 $
 57,502

 $
 –

 Note payable issued in exchange
 for cryptocurrency

 $
 50,142

 $
 –

 Repayment of note payable using
 cryptocurrency

 $
 50,142

 $
 –

 Cryptocurrency used to pay accrued
 salaries

 $
 11,888

 $
 –

 Cryptocurrency used to pay accounts
 payable

 $
 4,005

 $
 –

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 Notes to the Consolidated Financial Statements

 Note 1. Basis of Presentation

 Edgemode, Inc. ("we", "our",
the "Company") was incorporated in Nevada on January 21, 2011. Since its incorporation, the Company has attempted to become
involved in a number of prior business ventures, all of which were unsuccessful and which it has abandoned. After the merger described
below, the Company became a cryptocurrency mining company and is currently in the process of purchasing cryptocurrency mining equipment
to restart its mining operations.

 On March 16, 2020 we acquired all of the outstanding
shares of Fourth Wave Energy, Inc., a Colorado corporation ("FWI"), for 6,200,000 restricted shares of our common stock. On
March 20, 2020, shareholders owning a majority of the Company's outstanding shares of common stock amended the Company's Articles
of Incorporation to change the name of the Company from Pierre Corp. to Fourth Wave Energy, Inc.

 Effective January 31, 2022 (the "Effective
Time"), the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the "Acquisition
Subsidiary") and EdgeMode, a Wyoming corporation ("EdgeMode") closed on the previously disclosed Agreement and Plan
of Merger and Reorganization dated December 2, 2021 (the "Merger Agreement"). In accordance with the Merger Agreement, Acquisition
Subsidiary merged with and into EdgeMode (the "Merger" or "Transaction"), with EdgeMode remaining as the surviving
entity after the Merger and becoming a wholly owned subsidiary of the Company. In the Merger, the shares of common stock, no par value
per share, of EdgeMode issued and outstanding immediately prior to the Effective Time, represent 80% of the Company's outstanding
common stock on a fully diluted basis (or 313,950,672 shares of common stock). Furthermore, pursuant to the terms of the Merger the Company's
sole shareholder of the Company's preferred stock converted such shares into 1,000 shares of common stock.

 Joseph Isaacs, the Company's sole officer
and director resigned as an executive officer and director. Pursuant to the terms of the Merger Mr. Isaacs will provide services to the
Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095
shares of the Company's common stock, vesting in 90 days, at an exercise price of $ 0.40 per share. The consulting agreement may
be terminated by the Company without cause after three months. In addition, Mr. Isaacs received a $ 250,000 cash bonus and the Company
entered into a contract with a company owned by Joe Isaacs to perform services for total value of $240,000. Charlie Faulkner and Simon
Wajcenberg, the principals of EdgeMode, were appointed as directors and executive officers.

 Simultaneously with the Merger, approximately
$ 4,574,132 of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of
 18,296,528 shares of the Company's common stock issued to 31 former noteholders. In addition, the Company has repaid approximately
$ 988,000 of principal amount of notes. At the Effective Time the Company has nominal liabilities, excluding the debt and liabilities of
EdgeMode.

 The merger was accounted for as a reverse merger,
whereby EdgeMode was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with the accounting treatment
for a "reverse merger", the Company's historical financial statements prior to the reverse merger has been replaced
with the historical financial statements of EdgeMode prior to the reverse merger. The financial statements after completion of the reverse
merger include the assets, liabilities, and results of operations of the combined company from and after the closing date of the reverse
merger, with only certain aspects of pre-consummation stockholders' equity remaining in the consolidated financial statements.

 On June 3, 2022 the Company changed its name from
Fourth Wave Energy Inc. to Edgemode, Inc.

 F- 7

 Note 2. Summary of Significant Accounting
Policies

 Basis of Presentation

 The accounting and reporting policies of the Company
conform to accounting principles generally accepted in the United States of America ("US GAAP"). The accompanying financial
statements include all the information and notes required by GAAP for complete financial statements. In the opinion of management, all
adjustments considered necessary for the fair presentation of the financial statements for the years presented have been included.

 Principles of consolidation

 The accompanying consolidated financial statements
include the accounts of Edgemode, Inc., the accounts of its 100% owned subsidiaries, EdgeMode and Edgemode Mine Co UK Limited. All intercompany
transactions and balances have been eliminated in consolidation.

 Use of Estimates

 The preparation of financial statements in conformity
with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that
affect the amounts reported in the financial statements and footnotes thereto. Actual results could materially differ from these estimates.
It is reasonably possible that changes in estimates will occur in the near term.

 Risks and Uncertainties

 The Company's business and operations are sensitive
to general business and economic conditions in the United States and other countries that the Company operates in. A host of factors beyond
the Company's control could cause fluctuations in these conditions. Adverse conditions may include recession, downturn or otherwise, local
competition or changes in consumer taste. These adverse conditions could affect the Company's financial condition and the results of its
operations.

 Cash and Cash Equivalents

 The Company considers short-term, highly liquid
investment with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held
in the Company's checking account.

 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.

 F- 8

 The following fair value hierarchy table presents
information about the Company's liabilities measured at fair value on a recurring basis:

 Schedule of liabilities measured at fair value on recurring basis

 Fair Value Measurements at December 31, 2023

 Level 1

 Level 2

 Level 3

 Liabilities:

 Derivative liabilities

 $
 –

 $
 –

 $
 197,090

 The Company had no assets valued using level 1,
level 2, or level 3 inputs as of December 31, 2023.

 The Company had no assets or liabilities valued
using level 1, level 2, or level 3 inputs as of December 31, 2022.

 Derivative Financial Instruments

 Derivatives are measured at their fair value on
the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are
recorded in the consolidated statements of operations.

 Income Taxes

 Income taxes are provided for the tax effects
of transactions reporting in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences
between the basis of receivables, inventory, property and equipment, intangible assets, and accrued expenses for financial and income
tax reporting. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either
be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Any deferred tax items of the Company have been fully valued based on the determination of the Company that the utilization of any deferred
tax assets is uncertain.

 The Company complies with FASB ASC 740 for accounting
for uncertainty in income taxes recognized in a company's financial statements, which prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC
740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.
Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition
in the Company's financial statements. The Company believes that its income tax positions would be sustained on audit and does not
anticipate any adjustments that would result in a material change to its financial position.

 Revenue Recognition

 We recognize revenue in accordance with ASC 606,
Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising
from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard's
stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve
this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying
the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations,
and recognizing revenue when, or as, an entity satisfies a performance obligation.

 F- 9

 The Company has entered into digital asset mining
pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool.
The contracts are terminable at any time by either party and the Company's enforceable right to compensation only begins when the
Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a
Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by us to the mining
pool as a percentage of total network hash rate, and other inputs. We are entitled to consideration even if a block is not successfully
placed by the mining pool operator. The terms of the agreement provides that neither party can dispute settlement terms after thirty-five
days following settlement. The Company's Full-Pay-Per-Share is based on the proportion of computing power the Company contributed
to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

 Providing computing power in digital asset transaction
verification services is an output of the Company's ordinary activities. The provision of providing such computing power is the
only performance obligation in the Company's contracts with mining pool operators. The transaction consideration the Company receives,
if any, is noncash consideration, which the Company measures at fair value on the date received, which is not materially different than
the fair value at contract inception or the time the Company has earned the award from the pools. The consideration is all variable. Because
it is not probable that a significant reversal of cumulative revenue will not occur, the amount of consideration recognized is constrained
to the amount of consideration received, at which time revenue is recognized. There is no significant financing component in these transactions.

 Fair value of the cryptocurrency award received is determined using
the quoted price of the related cryptocurrency at the time of receipt. Under current GAAP, crypto assets held by the Company are accounted
for as indefinite-lived intangible assets. Those assets are tested for impairment annually and more frequently if events or circumstances
indicate that it is more likely than not that an asset is impaired. If the carrying amount of the asset exceeds its fair value, an entity
is required to recognize an impairment loss and reduce the carrying amount of the asset to its fair value. See further discussion under
 Recently Accounting Pronouncements.

 Stock-Based Compensation

 The Company accounts for equity instruments issued
to employees in accordance with the provisions of ASC 718 Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant
to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists
of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the
equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued
is the earlier of the date on which the counterparty's performance is complete or the date at which a commitment for performance
by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.

 Advertising

 The Company expenses advertising costs as they
are incurred.

 Deferred Offering Costs

 The Company had capitalized qualified direct costs
related to its efforts to raise capital through a sale of its common stock in a private offering as of December 31, 2022. Deferred offering
costs will be deferred until the completion of the private offering, at which time they will be reclassified to additional paid-in capital
as a reduction of the offering proceeds. Due to the delays in the financing, during the year ended December 31, 2023, $ 264,706 of deferred
offering costs were expensed, which included in general and administrative expenses in the accompanying statement of operations.

 F- 10

 Recent Accounting Pronouncements

 In August 2020, the FASB issued ASU 2020-06, Debt
- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity
(Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity). ASU 2020-06
reduces the number of accounting models for convertible debt instruments and convertible preferred stock, which results in fewer embedded
conversion features being separately recognized from the host contract as compared with current GAAP. Additionally, ASU 2020-06 affects
the diluted earnings per share calculation for instruments that may be settled in cash or shares and for convertible instruments and requires
enhanced disclosures about the terms of convertible instruments and contracts in an entity's own equity. ASU 2020-06 allows entities
to use a modified or full retrospective transition method and is effective for smaller reporting companies for fiscal years beginning
after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The Company has elected to
early adopt the provision of the ASU as of January 1, 2023 and has applied the guidance to the accounting of the convertible debt and
treatment of derivative liabilities. In addition, there was no retrospective impact upon adoption.

 In November 2023, the FASB issued ASU 2023-07,
 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires disclosure of incremental
segment information on an annual and interim basis. This ASU is effective for fiscal years beginning after December 15, 2023, and interim
periods within fiscal years beginning after December 15, 2024 on a retrospective basis. The Company is currently evaluating the effect
of this pronouncement on its disclosures.

 In December 2023, the FASB issued ASU 2023-08,
 Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets ("ASU
2023-08"). This ASU is intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto
assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information
provided to investors about an entity's crypto asset holdings by requiring disclosure about significant holdings, contractual sale
restrictions, and changes during the reporting period. ASU 2023-08 requires a cumulative-effect adjustment to the opening balance of retained
earning as of the beginning of the annual reporting period in which the entity adopts the amendment and is effective for all reporting
companies for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years, with early adoption
permitted. The Company is evaluating the impact that this ASU may have on its consolidated financial statements.

 In December 2023, the FASB issued ASU 2023-09,
 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes.
This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied
on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement
on its disclosures.

 F- 11

 Note 3. Going Concern

 These financial statements have been prepared
in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able
to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying
values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going concern. At December 31, 2023 the Company had not yet achieved
profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about
the Company's ability to continue as a going concern. The Company's ability to continue as a going concern is dependent upon
its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers
that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance
of additional funding being available.

 Note 4. Reverse Merger Transaction

 Pursuant to the terms of the Merger Agreement,
and in exchange for all 100% of the issued and outstanding shares of EdgeMode Wyoming, the shareholders of EdgeMode received an aggregate
of 313,950,672 shares of common stock, par value $.001 per share, of the Company.

 Prior to the Merger, EdgeMode Wyoming was authorized
to issue 300,000 shares of preferred stock with no par value per share, of which 261,438 were designated as Series Seed Preferred Stock
("Series Seed Preferred"). Immediately prior to the Merger, the holders of the Series Seed Preferred stock converted the shares
into 261,438 shares of EdgeMode Wyoming common stock.

 As a result of the Reverse Merger, the Company
acquired the following assets and liabilities which were recorded at the pre-combination carrying basis. The assets acquired and liabilities
assumed are as follows:

 Schedule of assets acquired and liabilities

 January 31, 2022

 Cash

 $
 743,513

 Prepaids

 149,580

 Note receivable - EdgeMode

 2,040,447

 Accounts payable

 ( 7,774
)

 Other accrued expenses

 ( 196,500
)

 Accrued interest

 ( 24,314
)

 Notes payable

 ( 35,000
)

 Total identified net assets

 $
 2,669,952

 F- 12

 Note 5. Related Party Transactions

 Pursuant to the terms of the Merger, Mr. Isaacs
will provide services to the Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant
to purchase up to 19,987,095 shares of the Company's common stock, vesting in 90 days, at an exercise price of $ 0.40 per share.
The consulting agreement may be terminated by the Company without cause after three months. In addition, Mr. Isaacs received a $ 250,000
cash bonus and the Company entered into a contract with a company owed by Joe Isaacs to perform services for total value of $240,000,
which were expensed during the year ended December 31, 2022. During the year ended December 31, 2023, the Company and Mr. Isaacs, entered
into a settlement and release agreement whereby Mr. Isaacs agreed to a reduction in the compensation to a total of $55,000, subject to
the Company making payments on or before May 14, 2023 and June 14, 2023. During the year ended, December 31, 2023, the Company made total
payments in the aggregate of $ 65,000 in accordance with the terms of the settlement agreement. No additional amounts are owed to Mr. Isaacs
as of December 31, 2023.

 On January 31, 2022, the Company granted options
to the officers and a consultant of the Company to purchase up to 65,920,895 shares of the Company's stock, vesting immediately,
at an exercise price of $0.40 per share. On January 25, 2023, the Company amended stock option grants dated January 31, 2022 to each of
Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment
reduces the exercise price of the options from $0.40 per share to $ 0.06 per share.

 On September 12, 2022, the Company granted options
to the officers of the Company to purchase up to 153,239,206 shares of the Company's stock, which vest upon the Company listing
its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $ 0.10 per share.
On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the
Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment provides for the vesting to be only upon
the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company's
shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market.

 On March 3, 2023, the Company granted to each of Charlie Faulkner and
Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options to purchase up to 77,000,000
shares of the Company's common stock at an exercise price of $0.04 per share, exercisable for five years (the "Stock Options").
The Stock Options shall each be a non-qualified option and shall become vested and exercisable upon the Company closing on the purchase
of at least $15 million of crypto mining equipment.

 As of December 31, 2023 and 2022 the Company owed
the executive officers of the Company $ 661,201 and $ 487,159 in accrued payroll for services performed, respectively.

 During the year ended December 31, 2023, the executive
officers of the Company advanced 16,000 to the Company for working capital needs. The advances are non-interest bearing and are due on
demand.

 Note 6. Prepaid Hosting Services

 Prepaid hosting services are amounts paid to
secure the use of data hosting services at a future date or continuously over one or more future periods. When the prepaid hosting
services are eventually consumed, they are charged to expense. As of December 31, 2022 the company had prepaid a total of $ 1,586,297.
In January 2023, the Company was notified of the Chapter 11 bankruptcy filing of the hosting company and in January 2023 the Company
received $ 894,355
in return of the initial deposit and the remainder of the deposit is subject to bankruptcy claims. As a result, the Company has
expensed $ 691,942
during the year ended December 31, 2022, the remaining amount of the claim, due to the uncertainty of collectability through the
bankruptcy claim. As of December 31, 2023, the Company has $0 of amounts recorded related to the remaining claims due to the
uncertainty of collectability.

 F- 13

 Note 7. Fixed Assets

 Total depreciation expense for the year ended
December 31, 2023 and 2022, was $ 0 and $ 630,670 respectively.

 During the year ended December 31, 2022, the
Company terminated all future purchase orders related to Ethereum mining equipment and related hosting services, as the Company will
focus on Bitcoin mining, and returned equipment not yet placed in service and investing in new Bitcoin mining equipment. The
remaining equipment not placed in service as of December 31, 2022 has been delayed and it is unknown when or if it will be delivered
to the Company. As a result of the delays and uncertainties, the Company recorded an impairment expense of $ 1,138,687 related
to undelivered equipment. During the year ended December 31, 2023, the Company received refunds totaling $ 700,000 as a result of these
delays, which were recorded as other income in the accompanying statement of operations.

 During the year ended December 31, 2022 the Company
recorded an impairment to cryptomining equipment in the amount of $ 1,937,061 as a result of the Company terminating the financing agreements
with the equipment manufactures. Of the total impairment, $ 131,232 relates to assets the company disposed of due to the switch away from
Etherium mining, and the other $ 1,545,829 was related to mining equipment purchased with the Equipment Notes Payable discussed below in
Note 9. The remaining $ 260,000 of impairment was related to the equipment acquired in 2020. A portion of this equipment was sold for $ 60,000
during the year ended December 31, 2022.

 Note 8. Equity

 Preferred shares

 We are authorized to issue 4,999,000 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.

 Series A

 On March 26, 2020, the Company designated 1,000
shares of its original 5,000,000 authorized shares of Preferred Stock as Series A Preferred Stock ("Series A") with a $0.001
par value. Each Series A Preferred share entitles the holder to vote on all matters submitted to a vote of the Company's shareholders
or with respect to actions that may be taken by written consent. The 1,000 shares of Series A shares have the voting power of 250% of
the outstanding common shares at the time of any vote. The holders of the Series A shares are entitled to receive, when, as and if declared
by the Board of Directors out of funds legally available, annual dividends payable in cash on the 31st day of December in each year, commencing
on December 31, 2020 at the rate of $0.10 per share per year. As part of the recapitalization, the 1,000 shares were converted into 1,000
common shares.

 On March 30, 2022 the Company reduced its authorized
preferred shares from 5,000,000 to 4,999,000 shares and removed the 1,000 shares of Series A from the designation.

 F- 14

 Series B

 On July 19, 2022, the Company designated 1,000,000
shares of its original 5,000,000 authorized shares of Preferred Stock as Series B Preferred Stock ("Series B") with a $ 0.001
par value and a stated value of $1.00 per share. The Series B Convertible Preferred Stock ranks senior to the common stock with respect
to dividends and right of liquidation and has no voting rights. The Series B Convertible Preferred Stock has a 8 % cumulative annual
dividend. In the event of default, the dividend rate increases to 22%. The Company may not, with consent of a majority of the holders
of Series B Convertible Preferred Stock, alter or changes the rights of the Series B Convertible Preferred Stock, amend the articles of
incorporation, create any other class of stock ranking senior to the Series B Convertible Preferred Stock, increase the authorized shares
of Series B Convertible Preferred Stock, or liquidate or dissolve the Company. Beginning 180 days from issuance, the Series B Convertible
Preferred Stock may be converted into common stock at a price based on 65 % of the average of the two lowest trading prices during the
15 days prior to conversion. The Company may redeem the Series B Convertible Preferred Stock during the first 180 days from issuance,
subject to early redemption penalties of up to 25 %. The Series B Convertible Preferred Stock must be redeemed by the Company 12 months
following issuance if not previously redeemed or converted. Based on the terms of the Series B Convertible Preferred Stock, the Company
determined that the preferred stock is mandatorily redeemable and will be accounted for as a liability under ASC 480.

entered into purchase agreements for the sale of 212,500 shares of Series B Convertible Preferred Stock with 1800 Diagonal Lending, LLC,
with $ 11,250 of proceeds being kept by the lender for legal fees, resulting in cash proceeds of $ 201,250. As of December 31, 2022, the
Company owes $ 6,190 in accrued dividends, reflected as interest expense, and the carrying value of the Series B Preferred stock was $ 205,226,
net of unamortized discount of $ 7,274.

 On January 25, 2023, the Company redeemed the
Preferred B shares and paid to the holder a total of $ 270,549 which included the stated value of $ 212,500, $ 6,190 in accrued dividends
and the early redemption premium of $ 51,859.

 Common shares

 The Company has authorized 950,000,000 shares
of common stock, par value of $ 0.001, and as of December 31, 2022 has issued 390,437,459 shares of common stock. All of the common shares
have the same voting rights and liquidation preferences.

 On March 30, 2022 the Company increased its authorized
common shares from 500,000,000 to 950,000,000.

issued 1,696,394 common shares for cash and cryptocurrency proceeds of $ 616,015. In connection with the stock purchases, the company issued
warrants to purchase 300,000 shares of common stock with an exercise price of $0.50, which expire five years from the date of grant.

amortized $ 44,875 of stock compensation expense related to shares issued for services pursuant to a consulting agreement entered into
during 2021. As of December 31, 2022, $ 0 of unrecognized expense remains to be amortized.

issued 4,000,000 common shares as compensation to a third party for advisory services with a fair value of $ 318,000 which was expensed
in the current period. In addition, the Company was to pay $50,000 in cash compensation each quarter for ongoing advisory services.
As of December 31, 2022 the Company had accrued the first $50,000 that was owed. During the year ended December 31, 2023, no additional
services were provided and the Company and the advisor agreed to settle the first $50,000 in exchange for the Company removing the Rule
144 restrictive legend. As a result, the Company recorded a gain on settlement in the amount of $ 50,000.

had 13,889 of its common stock cancelled and returned to treasury as a result of the settlement of a legal case.

 F- 15

 On September 19, 2022, the Company entered into
a Common Stock Purchase Agreement (the "Purchase Agreement") with Alumni Capital LP, a Delaware limited partnership ("Alumni
Capital"), pursuant to which the Company agreed to sell, and Alumni Capital agreed to purchase, upon request of the Company in one
or more transactions, a number of shares of the Company's common stock, par value $0.01 per share (the "Common Stock")
providing aggregate gross proceeds to the Company of up to $ 15,000,000 (the "Maximum"). The Purchase Agreement expires upon
the earlier of the aggregate gross proceeds from the sale of shares meeting the Maximum or December 31, 2023.

 Among other limitations, unless otherwise agreed
upon by Alumni Capital, each sale of shares will be limited to 50,000 shares and further limited to no more than the number of shares
that would result in the beneficial ownership by Alumni Capital and its affiliates, at any single point in time, of more than 9.99% of
the then-outstanding shares of Common Stock. Alumni Capital will purchase the shares of Common Stock under the Agreement at a discount
20% of the lowest traded price of the Common Stock in the five business days preceding the Company delivering notice of the required purchase
of shares to Alumni Capital.

 In exchange for Alumni Capital entering into the
Purchase Agreement, the Company issued 2,521,008 shares of Common Stock to Alumni Capital upon execution of the Purchase Agreement (the
"Initial Commitment Shares"). Alumni Capital represented to the Company, among other things, that it was an "accredited
investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities
Act")). The Company shares of Common Stock, including the Commitment Shares, are being offered and sold under the Purchase Agreement
in reliance upon an exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act
and Rule 506(b) of Regulation D promulgated thereunder. The securities sold may not be offered or sold in the United States absent registration
or an applicable exemption from registration requirements.

 The Purchase Agreement provides that the Company
will file a registration statement under the Securities Act covering the resale of the shares issued to Alumni Capital. Alumni Capital's
obligation to purchase shares of Common Stock under the Purchase Agreement is conditioned upon, among other things, the registration statement
having been declared effective by the Securities and Exchange Commission.

 As of December 31, 2023, no shares have been sold
or issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 Commitment Shares. The Commitment shares were
valued $ 0.105 per share for total value of $ 264,706 which were recorded as deferred offering costs and expensed due to the delays in the
financing.

 On March 30, 2023, the Company entered into a
settlement agreement with a previous note holder for settlement of outstanding claims of a note payable that had been paid in full previously.
Per the terms of the settlement agreement, the Company issued 250,000 shares of common stock, and as a result the Company recorded a loss
on settlement of $ 9,975.

 Stock Options

 During the year ended December 31, 2023, the Company
granted to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively,
options to purchase up to 77,000,000 shares of the Company's common stock at an exercise price of $0.04 per share, exercisable for
five years (the "Stock Options"). The Stock Options shall each be a non-qualified option and shall become vested and exercisable
upon the Company closing on the purchase of at least $15 million of crypto mining equipment. The Company used the black-scholes option
pricing model to value the options and determined a fair value of $ 4,814,035. As of December 31, 2023, the Company had not met the contingent
vesting requirements, and as such no amounts have been expensed related to these options.

 F- 16

issued a stock option grant to purchase up to 85,907,990 shares of the Company's common stock, vesting immediately and in 90 days,
at an exercise price of $0.40 per share. The expected term was estimated using the simplified method for employee stock options
since the Company does not have adequate historical exercise data to estimate the expected term. The Company used the black-scholes option
pricing model to value the options and expensed $ 24,219,306 during the year ended December 31, 2022. During the year ended December 31,
2023, the Company amended stock option grants dated January 31, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive
Officer and Chief Financial Officer of the Company, respectively. The amendment reduces the exercise price of the options from $0.40 per
share to $0.06 per share. As a result of the amendment, the Company recorded an additional $ 1,236,487 of stock-based compensation expense
based on the incremental fair value resulting from the change in exercise price.

 During the year ended December 31, 2022, the
Company issued a stock option grant to purchase up to 153,239,206
 shares of the Company's common stock, which vest upon the Company listing its shares on the NASDAQ Global Market, New York
Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share. The expected term was estimated using the simplified
method for employee stock options since the Company does not have adequate historical exercise data to estimate the expected term.
On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg,
the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment provides for the vesting to be only
upon the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company's
shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market. The amendment resulted in no additional incremental
fair value being recorded.

 As of December 31, 2023, the Company has $ 22,529,707
of value remaining to be expensed based upon completions of milestones, of which $ 21,679,711 is contingently subject to expense recognition
based on the timing of when the Company is able to close on a purchase of at least $15 million of crypto mining equipment as describe
above, and $ 0 of remaining amortization to expensed pursuant to the vesting terms.

 The following table summarizes the stock option
activity for the years ended December 31, 2023 and 2022:

 Schedule of stock option activity

 Options

 Weighted-Average Exercise Price Per Share

 Outstanding, December 31, 2021

 137,473

 $
 0.00

 Granted

 239,147,196

 0.21

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 –

 –

 Outstanding, December 31, 2022

 239,284,669

 $
 0.21

 Granted

 154,000,000

 0.04

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 –

 –

 Outstanding, December 31, 2023

 393,284,669

 $
 0.09

 As of December 31, 2023, the Company had 85,907,990
stock options that were exercisable and 137,473
that are in dispute. The weighted average remaining life of all outstanding stock options was 3.75 years as of December 31, 2023.
Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair
value of the Company's common stock for stock options that were in-the-money at period end. As of December 31, 2023, the
intrinsic value for the options vested and outstanding was $ 0
and $ 302,
respectively.

 F- 17

 Stock Warrants

 Pursuant to the reverse merger transaction, the
 11,515,714 issued and outstanding warrants of the Company prior to the merger transaction remain outstanding and are shown as granted
as part of the recapitalization as described in Note 4. Of the total recapitalized, 1,142,857 are presented as reclassified in the year
ended 2022 as they were not previously shown as outstanding in the pre-merger Edgemode, Inc. December 31, 2021 10-K. These warrants were
subsequently forfeited as discussed below and as such have no material impact on the financial statements.

had 2,285,714 warrants to purchase shares of common stock forfeited as a result of the settlement of a SEC legal case.

 The following table summarizes the stock warrant
activity for the year ended December 31, 2023 and 2022:

 Schedule of stock warrant
activity

 Warrants

 Weighted-Average Exercise Price Per Share

 Outstanding, December 31, 2021

 300,000

 $
 0.63

 Granted

 10,372,857

 0.45

 Exercised

 1,142,857

 0.04

 Forfeited

 ( 2,285,714
)

 0.04

 Expired

 –

 –

 Outstanding, December 31, 2022

 9,530,000

 $
 0.50

 Granted

 –

 –

 Recapitalization

 –

 –

 Exercised

 –

 –

 Forfeited

 –

 –

 Expired

 –

 –

 Outstanding, December 31, 2023

 9,530,000

 $
 0.50

 Note 9. Notes Payable

 Notes Payable

 Pursuant to the merger agreement, the Company
acquire outstanding note 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.

 Simultaneously with the Merger, approximately
$ 4,574,132 of principal and interest of outstanding notes previously issued by the Company automatically converted into an aggregate of
 18,296,528 shares of the Company's common stock issued to 31 former noteholders. The conversion and issuance of shares of the Company's
common stock is presented as part of the recapitalization on the equity statement.

 F- 18

 In April 2023, the Company utilized an existing
marginal lending facility with SFOX, a digital assets broker. The marginal lending facility allows the Company to borrow funds up to a
maximum aggregate amount of $ 50,000 to finance its investment activities in digital assets. The terms of the marginal lending facility
include an interest rate on the borrowed funds of 11 % and the maximum borrowing period under the facility is 28 days, the facility can
be rolled over provided there is sufficient collateral. The facility is secured by a pledged collateral of digital assets. The Company
is required to maintain a collateral balance equal to 110% of the outstanding principal balance with the lender. As of December 31, 2023,
the collateral balance was returned and the loan balance has been settled in full.

 Equipment Notes Payable

 In 2021, the Company entered into multiple financing
agreements whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreements required a
down payments in the aggregate of $ 600,408 and 24 equal monthly payments. The Company used a 15% discount rate to determine the net present
value of the loan value in the aggregate of $ 2,441,591. During the year ended December 31, 2022 the company made payments of $ 248,184,
of which $ 40,032 was recorded as interest expense.

 On July 11, 2022, the Company terminated its agreements
with the vendor for the financed equipment described above. As of December, 31, 2023, and through the date of this filing, no agreement
or communication from the vendor has been received confirming the terms of the termination, and therefore the Company has maintained these
balances in equipment notes payable on the Company's balance sheet. In addition the Company has recorded the remaining $ 95,926 of interest
amounts owed under the agreements as of December 31, 2022 as the Company is in technical default due to lack of payments.

 The balance of the loans as of December 31, 2023
is $ 1,179,972.

 The following table presents the future maturities
and principal payments of all notes payable listed above for the next five years and thereafter are as follows:

 Schedule of future maturities and principal payments

 Year

 Principal Amount

 2023

 $
 1,179,972

 2024

 –

 2025

 –

 2026

 –

 2027

 –

 Remaining

 –

 Total

 $
 1,179,972

 F- 19

 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, 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 issuance of the April Promissory Note after original issue discount of $ 6,510 and
legal fees of $ 4,250. The aggregate debt discount of $10,760 is being amortized to interest expense over the respective term of the note.
The April Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has a maturity date
of March 11, 2024, and requires monthly payments of $ 7,629 beginning on September 15, 2023. The April Promissory Note is convertible into
common shares of the Company upon an event of default, at a rate of 71% of the lowest price for the preceding 20 trading days. In addition,
upon default, the Company must repay an amount equal to 150% of the then outstanding amount of principal and accrued interest combined.
As of December 31, 2023, the balance on the note is $ 42,262, with a remaining unamortized discount of $ 2,280.

 In addition, on April 11, 2023, the Company
entered into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant to which the
Company sold the investor an unsecured promissory note in the principal amount of $ 56,962
(the "Convertible Note"), bears interest at a rate of 8 %,
or 22% in the event of default, and matures on April
11, 2024. The Company received net proceeds of $ 50,000
in consideration of issuance of the Convertible Note after original issue discount of $ 2,712
and legal fees of $ 4,250.
The aggregate debt discount of $6,962 is being amortized to interest expense over the respective term of the note. The Convertible
Note is convertible into common shares of the Company beginning on the sixth-month anniversary, at a rate of 65% average of the
three of the lowest prices for the preceding 15 trading days. In addition, upon default, the Company must repay an amount equal to
150% of the then outstanding amount of principal and accrued interest combined. As of December 31, 2023, the balance on the note is
$ 94,439,
with a remaining unamortized discount of $ 1,940.

 On August 4, 2023, the Company entered into a
Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company sold the investor
an unsecured original issuance discount promissory note in the principal amount of $ 71,450 (the "August Promissory Note").
The Company received net proceeds of $ 60,000 in consideration of issuance of the August Promissory Note after original issue discount
of $ 7,200 and legal fees of $ 4,250. The aggregate debt discount of $11,450 is being amortized to interest expense over the respective
term of the note. The August Promissory Note shall incur a one-time interest charge of 13 %, which is added to the principal balance, has
a maturity date of May 24, 2024, and requires monthly payments of $ 8,971 beginning on September 15, 2023. The August Promissory Note is
convertible into common shares of the Company at any time following an event of default at a rate of 71% of the lowest trading price of
the Company's common stock during the twenty prior trading days. In addition, upon default, the Company must repay an amount equal
to 150% of the then outstanding amount of principal and accrued interest combined. As of December 31, 2023, the balance on the note is
$ 99,529, with a remaining unamortized discount of $ 5,647.

 On October 20, 2023 the Company received
notice from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note
(collectively, the "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 $250,008.99, 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 passed due. See further discussion under Note 10.

 F- 20

 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 Company received proceeds of $ 60,000 in consideration of issuance of the Promissory Note. The
Promissory Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023. The Promissory Note has a prepayment percentage
of 130% for the period beginning on the issuance date and ending on the maturity date. As of December 31, 2023, the balance on the note
is $ 60,000. The note is past due.

 In addition, on April 26, 2023, the Company entered
into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible
promissory note in the principal amount of $ 57,502 Promissory Note. The Company received gross proceeds of $ 57,502 in consideration of
issuance of the Promissory Note. The Promissory Note shall bear interest at a rate of 10 % and have a maturity date of May 26, 2023. The
Promissory Note has a prepayment percentage of 130% for the period beginning on the issuance date and ending on the maturity date. As
of December 31, 2023, the balance on the note is $ 57,502. The note is past due.

 The investors may in their option, at any time
following the 180-day anniversary from the issuance date, as defined in the Promissory Notes, convert all or any part of the outstanding
and unpaid amount of the Promissory Notes into fully paid and non-assessable shares of Common Stock. If the Promissory Notes are not repaid
on or prior to the maturity date, the conversion price will be $0.20 or 50% of the preceding five day VWAP on the six month anniversary,
which is lower, subject to a floor conversion price of $0.01 per share. On the 180-day anniversary date the resulting conversion price
is equal to $0.01 Furthermore, the Promissory Notes contain a "most favored nation" provision that allows each investor
to claim any preferable terms from any future securities, excluding certain exempt issuances.

 Note 10. Derivative Liabilities

 The fair values of the conversion option of outstanding
convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on
convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable.
The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions:

 Schedule of fair value of derivative liabilities

 As of December 31, 2023

 Conversion Option

 Warrants

 Volatility

 120.13%

 124.36%

 Dividend Yield

 0%

 0%

 Risk-free rate

 4.79%

 4.01%

 Expected term

 1 year

 2.5-3.25 years

 Stock price

 $0.0022

 $0.0022

 Exercise price

 $0.0014-0.01

 $0.5

 Derivative liability fair value

 $ 196,593

 $ 498

 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as
of December 31, 2023

 179,123,059

 9,530,000

 All fair value measurements related to the derivative
liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820.

 F- 21

 The table below presents the change in the fair
value of the derivative liability during the year ended December 31, 2023:

 Schedule of change in the fair value of derivative liabilities

 Fair value as of December 31, 2022

 $

 –

 Fair value on the date of issuance related to principal default

 203,799

 Fair value on the date of issuance related to warrants issued

 1,372

 Change in fair value of derivatives

 ( 8,081
)

 Fair value as of December 31, 2023

 $
 197,090

 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 $ 8,081 during the year
ended December 31, 2023. The fair value of the derivatives related to the principal default on the notes was charged directly to interest
expense. In addition, as a result of the default, all other potentially dilutive instruments must also be recorded at fair value pursuant
to ASC 815. The initial fair value of the outstanding warrants was charged to the change in fair value of derivatives.

 Note 11. Cryptocurrency Assets

 The Company began cryptocurrency mining activities
during the year ended December 31, 2021. In addition to mining activities, the Company conducts other business activities using its cryptocurrency
assets as compensation. The below table represents the cryptocurrency activities during the years ended December 31, 2023 and 2022:

 Schedule of cryptocurrency activities

 Cryptocurrency at December 31, 2021

 $
 303,199

 Revenue recognized from cryptocurrency mined

 438,042

 Additions of cryptocurrency - sale of common stock

 50,000

 Sale of cryptocurrencies for cash proceeds

 ( 489,936
)

 Cryptocurrency used for officer compensation

 ( 144,423
)

 Realized loss on sale/exchange of cryptocurrencies

 ( 154,252
)

 Cryptocurrency at December 31, 2022

 2,630

 Additions of cryptocurrency – convertible notes

 57,502

 Additions of cryptocurrency – other notes

 50,142

 Cryptocurrency used for payment of accounts payable

 ( 4,005
)

 Cryptocurrency used for payment of salaries

 ( 11,888
)

 Cryptocurrency used for payment of other notes

 ( 50,142
)

 Sale of cryptocurrencies for cash proceeds

 ( 34,100
)

 Realized loss on sale/exchange of cryptocurrencies

 ( 10,107
)

 Cryptocurrency at December 31, 2023

 $

 F- 22

 Note 12. Income Taxes

 The cumulative tax effect at the expected rate
of 21 % of significant items comprising the Company's net deferred tax amount is as follows:

 Schedule of deferred tax assets and liabilities

 Deferred tax asset attributable to:

 Net operating loss

 $
 1,252,700

 $
 996,800

 Valuation allowance

 ( 1,252,700
)

 ( 996,800
)

 Net deferred income tax assets

 $
 –

 $
 –

 A reconciliation of income tax provision to the
provision that would be recognized under the statutory rates is as follows:

 Schedule of components of income tax expense (benefit)

 Benefit attributable to operating loss

 $
 585,000

 $
 6,771,700

 Non-deductible

 ( 286,400
)

 ( 5,985,900
)

 Valuation allowance

 ( 298,600
)

 ( 785,800
)

 Provisions for income taxes

 $
 –

 $
 –

 The amount taken into income as deferred tax assets
must reflect that portion of the income tax loss carry forwards that is more likely-than-not to be realized from future operations. The
Company has chosen to provide an allowance of 100% against all available income tax loss carry forwards, regardless of their time of expiry.

 No provision for income taxes has been provided
in these financial statements due to the net loss. At December 31, 2023, the Company has net operating loss carry forwards totaling approximately
$ 6,000,000, which will be carried forward to future periods.

 Note 13. Commitments and Contingencies

 Legal Contingencies

 On February 8, 2022, the Company was notified
of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. ("Taylor").
The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting.
Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options
which the Company believes to be cancelled. The total number of stock options being contested is 137,473, which are still shown as issued
and outstanding in Note 8 above.

 F- 23

 Item 9.

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

 None.

 Item 9A.

 Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures.
We are required to maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the "Exchange Act"). Based on their evaluation as of the end of the period covered by this report, our
Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were not effective
to ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission ("SEC")
reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated
and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding
required disclosure as a result of material weaknesses in our internal control over financial reporting.

 Management's Report on Internal Control
over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies
and procedures that:

 pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

 provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

 Because of the inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

 Our management assessed the effectiveness of our
internal control over financial reporting as of December 31, 2023. In making this assessment, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Management's
assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness
of these controls. Based on this assessment our management has concluded that as of December 31, 2023, our internal control over
financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with U.S. generally accepted accounting principles as a result of material
weaknesses. These material weaknesses in our internal control over financial reporting result from limited segregation of duties and limited
multiple levels of review in the financial close process, along with a lack of well-established policies and procedures to identify, approve,
and report related party transactions.

 The existence of the continuing material weaknesses
in our internal control over financial reporting increases the risk that a future restatement of our financials is possible. In order
to remediate these material weaknesses, we will need to expand our accounting resources. We will continue to monitor and evaluate the
effectiveness of our disclosure controls and procedures and our internal control over financial reporting on an ongoing basis, however,
we do not expect that the deficiencies in our disclosure controls will be remediated until such time as we have remediated the material
weaknesses in our internal control over financial reporting. In order to do so, we will need to hire employees and put the requisite controls
in place.

 Changes in Internal Control over Financial
Reporting. There have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B.

 Other Information.

 During the quarter
ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement"
or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not Applicable.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 The information required by this item is incorporated
by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the year ended
December 31, 2023.

 Our Board has adopted a Code of Ethics applicable
to all officers, directors and employees, which furnished as Exhibit 14.1 to this report. We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Ethics and by posting such information
on our website at the address and location specified above.

 Item 11.

 Executive Compensation.

 The information
required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with
the SEC within 120 days of the year ended December 31, 2023.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 The information
required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with
the SEC within 120 days of the year ended December 31, 2023.

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Effective January 31, 2022, pursuant to the Transaction,
the Company entered into a Consulting Agreement with Mr. Isaacs whereby he will provide services to the Company in a consultancy capacity
at a fee of $11,500 per month. Additionally, he was issued 19,987,095 stock options, vesting in 90 days, at an exercise price of $0.40
per share. The consulting agreement may be terminated by the Company without cause after three months.

 On January 31, 2022, the Company granted options
to the officers and a consultant of the Company to purchase up to 65,920,895 shares of the Company's stock, vesting immediately,
at an exercise price of $0.40 per share. On January 25, 2023, the Company amended stock option grants dated January 31, 2022 to each of
Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment
reduces the exercise price of the options from $0.40 per share to $0.06 per share.

 On September 12, 2022, the Company granted options
to the officers of the Company to purchase up to 153,239,206 shares of the Company's stock, which vest upon the Company listing
its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market, at an exercise price of $0.10 per share.
On March 3, 2023, the Company amended stock option grants dated September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the
Chief Executive Officer and Chief Financial Officer of the Company, respectively. The amendment provides for the vesting to be only upon
the closing of the purchase of at least $15 million of crypto mining equipment, rather than conditioned on an uplisting of the Company's
shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market.

 On March 3, 2023, the Company granted to each
of Charlie Faulkner and Simon Wajcenberg, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, options
to purchase up to 77,000,000 shares of the Company's common stock at an exercise price of $0.04 per share, exercisable for five
years (the "Stock Options"). The Stock Options shall each be a non-qualified option and shall become vested and exercisable
upon the Company closing on the purchase of at least $15 million of crypto mining equipment.

 During the year ended December 31, 2023, the executive
officers of the Company advanced $16,000 to the Company for working capital needs. The advances are non-interest bearing and are due on
demand.

 Item 14.

 Principal Accountant Fees and Services.

 The information
required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders to be filed with
the SEC within 120 days of the year ended December 31, 2023.

 Item 15.

 Exhibits, Financial Statement Schedules.

 (1)

 Financial Statements. See Index to Consolidated
 Financial Statements, which appears on page F-1 hereof. The financial statements listed in the accompanying Index to Consolidated Financial
 Statements are filed herewith in response to this Item.

 (2)

 Financial Statements Schedules. All schedules
 are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements
 or notes included herein.

 (3)

 Exhibits.

 EXHIBIT INDEX

 Incorporated by Reference

 Filed or Furnished

 Exhibit #

 Exhibit Description

 Form

 Date

 Number

 Herewith

 2.1

 Agreement and Plan of Merger and Reorganization (1)

 12/8/2021

 2.1

 3.1

 Certificate of Incorporation, As Amended and Restated

 4/12/2022

 3.1

 3.2

 Bylaws

 3.2

 3.2(a)

 Amendment No. 1 to the Bylaws

 4/15/2022

 3.1

 3.3

 Certificate of Designation of Series B Preferred Stock filed July 20, 2022

 7/27/2022

 3.1

 4.1

 Description of Securities

 4/12/2022

 4.1

 10.1

 Form of Executive Employment Agreement (2)

 10.1

 10.2

 Consulting Agreement - Isaacs (2)

 10.2

 10.3

 Form of Option Agreement

 10.3

 10.4

 Form of Note Conversion

 10.4

 10.5

 Compute North Master Agreement

 10.5

 10.6

 Trinity Mining Technologies

 10.6

 10.7

 2CRSI Agreements

 10.7

 10.8

 Series A Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC

 7/27/2022

 10.1

 10.9

 Series B Preferred Stock Purchase Agreement, effective as of August 26, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC

 8/29/2022

 10.1

 10.10

 Charlie Faulkner Stock Option Grant dated September 12, 2022 (2)

 9/12/2022

 10.1

 10.11

 Simon Wajcenberg Stock Option Grant dated September 12, 2022 (2)

 9/12/2022

 10.2

 10.12

 Common Stock Purchase Agreement between EdgeMode, Inc. and Alumni Capital LP dated September 19, 2022

 9/23/2022

 10.1

 10.13

 Series B Preferred Stock Purchase Agreement, effective as of September 28, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC

 9/28/2022

 10.1

 Incorporated by Reference

 Filed or Furnished

 Exhibit #

 Exhibit Description

 Form

 Date

 Number

 Herewith

 10.14

 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2)

 1/26/2023

 10.1

 10.15

 Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2)

 1/26/2023

 10.2

 10.16

 Stock Option Grant to Charlie Faulkner dated March 3, 2023 (2)

 3/7/2023

 10.1

 10.17

 Stock Option Grant to Simon Wajcenberg dated March 3, 2023 (2)

 3/7/2023

 10.2

 10.18

 Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023 (2)

 3/7/2023

 10.3

 10.19

 Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023 (2)

 3/7/2023

 10.4

 10.20

 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective April 20, 2023 for purchase of Promissory Note

 4/24/2023

 10.1

 10.21

 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023

 4/24/2023

 10.2

 10.22

 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated April 20, 2023 for purchase of Convertible Promissory Note

 4/24/2023

 10.3

 10.23

 Convertible Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023

 4/24/2023

 10.4

 10.24

 Form of Securities Purchase Agreement for purchase of Promissory Note

 4/28/2023

 10.1

 10.25

 Form of Promissory Note

 4/28/2023

 10.2

 10.26

 Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective August 4, 2024

 8/8/2023

 10.1

 10.27

 Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective August 4, 2023

 8/8/2023

 10.2

 14.1

 Code of Ethics and Business Conduct

 4/17/2023

 14.1

 16.1

 Letter from MaloneBailey, LLP to the SEC dated January 7, 2022

 1/7/2022

 16.1

 19.1

 Insider Trading Policy

 Filed

 21.1

 List of Subsidiaries

 4/17/2023

 21.1

 31.1

 Certification of Principal Executive Officer (Section 302)

 Filed

 31.2

 Certification of Principal Financial Officer (Section 302)

 Filed

 32.1

 Certification of Principal Executive Officer (Section 906) (3)

 Furnished

 32.2

 Certification of Principal Financial Officer (Section 906) (3)

 Furnished

 101.INS

 Filed

 101.SCH

 Filed

 101.CAL

 Filed

 101.DEF

 Filed

 101.LAB

 Filed

 101.PRE

 Filed

 Filed

 ______________________

 (1)

 Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.

 (2)

 Management contract or compensatory agreement plan or arrangement.

 (3)

 This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

 Copies of this report (including the financial
statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to EdgeMode,
Inc., 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301, Attention: Corporate Secretary.

 Item 16.

 Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on April 16, 2024.

 EDGEMODE, INC.

 Date:

 April 26, 2024

 /s/ Charlie Faulkner

 Charlie Faulkner

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of Edgemode, Inc. and in the capacities and
on the dates indicated.

 Signature

 Title

 Date

 /s/ Charlie Faulkner

 Chief Executive Officer

 April 26, 2024

 Charlie Faulkner

 (Principal Executive Officer) and Director

 /s/ Simon Wajcenberg

 Chief Financial Officer

 April 26, 2024

 Simon Wajcenberg

 (Principal Financial Officer)(Principal Accounting Officer) and Director