EDGM 10-K/A

Edgemode, Inc. (EDGM)

10-K/A 2025-02-21 For: 2023-12-31

View Original

Added on April 09, 2026

110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL		33301
(Address of principal executive offices)		(Zip Code)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		Not applicable		Not applicable

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	·	Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	·	Part II, Item 8. Financial Statements and Supplementary Data
	·	Part II, Item 9A. Controls and Procedures
	·	Part IV, Item 15. Exhibits and Financial Statement Schedules

	December 31, 2023			December 31, 2022
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

F-1	Report of Independent Registered Public Accounting Firm
F-3	Consolidated Balance Sheets as of December 31, 2023 and 2022
F-4	Consolidated Statements of Operations for the years ended December 31, 2023 and 2022
F-5	Connsolidated Statements of Changes in Stockholders’ Equity (Deficit) for the years ended December 31, 2023 and 2022
F-6	Consolidated Statements of Cash Flows for years ended December 31, 2023 and 2022
F-7	Notes to Consolidated Financial Statements


	December 31, 2023 (Restated)			December 31, 2022

ASSETS
Current assets:
Cash	$	298		$	70
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		32			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 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		35,371,266			33,896,019
Accumulated deficit		(38,894,909	)		(35,880,128	)
Stockholders' deficit		(3,132,956	)		(1,593,672	)

Total liabilities and stockholders' deficit	$	20,588		$	1,189,399


	For the Year Ended
	December 31, 2023 (Restated)			December 31, 2022

Revenue	$	–		$	438,042
Cost of revenue		–			812,882
Gross margin		–			(374,840	)

Operating expenses:
General and administrative expenses		3,352,607			27,784,864
Loss on sale of equipment and impairment		–			3,075,748
Loss on cryptocurrencies		10,107			154,252
Total operating expenses		3,362,714			31,014,864

Loss from operations		(3,362,714	)		(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		(3,014,781	)		(32,245,997	)

Provision for income taxes		–			–

Net loss	$	(3,014,781	)	$	(32,245,997	)

Loss per common share - basic and diluted	$	(0.01	)	$	(0.09	)

Weighted average shares outstanding - basic and diluted		390,626,500			377,574,305


	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			79			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	)		14		–			–

Stock-based compensation		–			–			–			–			24,264,181		–			24,264,181

Net loss		–			–			–			–			–		(32,245,997	)		(32,245,997	)

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			250			9,725		–			9,975

Stock-based compensation		–			–			–			–			1,465,522		–			1,465,522

Net loss		–			–			–			–			–		(3,014,781	)		(3,014,781	)

Balance December 31, 2023 (Restated)		–		$	–			390,687,459		$	390,687		$	35,371,266	$	(38,894,909	)	$	(3,132,956	)

	Balance as of December 31, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Additional paid-in capital	$	35,142,231		$	229,035		$	35,371,266
Accumulated deficit	$	(38,665,874	)	$	(229,035	)	$	(38,894,909	)

	For the Year Ended December 31, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

General and administrative expenses	$	3,123,572		$	229,035		$	3,352,607
Total operating expenses	$	3,133,679		$	229,035		$	3,362,714
Loss before provision for income taxes	$	(2,785,746	)	$	(229,035	)	$	(3,014,781	)
Net loss	$	(2,785,746	)	$	(229,035	)	$	(3,014,781	)

	Balance as of March 31, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Additional paid-in capital	$	35,142,231			229,035		$	35,371,266
Accumulated deficit	$	(37,658,139	)		(229,035	)	$	(37,887,174	)

	Balance as of June 30, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Additional paid-in capital	$	35,142,231		$	229,035		$	35,371,266
Accumulated deficit	$	(37,595,499	)	$	(229,035	)	$	(37,824,534	)

	Balance as of September 30, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Additional paid-in capital	$	35,142,231		$	229,035		$	35,371,266
Accumulated deficit	$	(38,262,900	)	$	(229,035	)	$	(38,491,935	)

	For the Three Months Ended March 31, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

General and administrative expenses	$	1,705,525		$	229,035		$	1,934,560
Total operating expenses	$	1,708,123		$	229,035		$	1,937,158
Loss from operations	$	(1,708,123	)	$	(229,035	)	$	(1,937,158	)
Loss before provision for income taxes	$	(1,778,011	)	$	(229,035	)	$	(2,007,046	)
Net loss	$	(1,778,011	)	$	(229,035	)	$	(2,007,046	)
Loss per common share - basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding - basic and diluted		390,440,237						390,440,237

	For the Six Months Ended June 30, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Operating expenses:
General and administrative expenses	$	2,123,026		$	229,035		$	2,352,061
Total operating expenses	$	2,130,370		$	229,035		$	2,359,405
Loss from operations	$	(2,130,370	)	$	(229,035	)	$	(2,359,405	)
Loss before provision for income taxes	$	(1,715,371	)	$	(229,035	)	$	(1,944,406	)
Net loss	$	(1,715,371	)	$	(229,035	)	$	(1,944,406	)
Loss per common share - basic and diluted	$	(0.00	)	$	–		$	(0.00	)
Weighted average shares outstanding - basic and diluted		390,564,531						390,564,531

	For the Nine Months Ended September 30, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Operating expenses:
General and administrative expenses	$	2,759,350		$	229,035		$	2,988,385
Total operating expenses	$	2,777,448		$	229,035		$	3,006,483
Loss from operations	$	(2,777,448	)	$	(229,035	)	$	(3,006,483	)
Loss before provision for income taxes	$	(2,382,772	)	$	(229,035	)	$	(2,611,807	)
Net loss	$	(2,382,772	)	$	(229,035	)	$	(2,611,807	)
Loss per common share - basic and diluted	$	(0.01	)	$	–		$	(0.01	)
Weighted average shares outstanding - basic and diluted		390,564,531						390,564,531

	For the Three Months March 31, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated

Stock-based compensation		1,236,487			229,035			1,465,522
Net loss		(1,778,001	)		(229,035	)		(2,007,046	)

	For the Nine Months September 30, 2023
	As Previously			Restatement			As
	Stated			Adjustments			Restated
Net loss		(2,382,772	)		(229,035	)		(2,611,807	)
Stock-based compensation		1,236,487			(229,035	)		1,465,522
Net cash provided by (used in) operating activities		51,683			–			51,683


	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

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		159,000,000		0.04
Exercised		–		–
Forfeited		–		–
Expired		–		–
Outstanding, December 31, 2023		398,284,669	$	0.09

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


Year	Principal Amount
2023	$	1,179,972
2024		–
2025		–
2026		–
2027		–
Remaining		–
Total	$	1,179,972

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


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

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	$	32


	December 31, 2023			December 31, 2022
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	$	–		$	–


	December 31, 2023			December 31, 2022
Benefit attributable to operating loss	$	633,800		$	6,771,700
Non-deductible		(335,100	)		(5,985,900	)
Valuation allowance		(298,600	)		(785,800	)
Provisions for income taxes	$	–		$	–

	·	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.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
2.1	Agreement and Plan of Merger and Reorganization (1)	8-K	12/8/2021	2.1
3.1	Certificate of Incorporation, As Amended and Restated	10-K	4/12/2022	3.1
3.2	Bylaws	8-K	2/7/2022	3.2
3.2(a)	Amendment No. 1 to the Bylaws	8-K	4/15/2022	3.1
3.3	Certificate of Designation of Series B Preferred Stock filed July 20, 2022	8-K	7/27/2022	3.1
4.1	Description of Securities	10-K	4/12/2022	4.1
10.1	Form of Executive Employment Agreement (2)	8-K	2/7/2022	10.1
10.2	Consulting Agreement - Isaacs (2)	8-K	2/7/2022	10.2
10.3	Form of Option Agreement	8-K	2/7/2022	10.3
10.4	Form of Note Conversion	8-K	2/7/2022	10.4
10.5	Compute North Master Agreement	8-K	2/7/2022	10.5
10.6	Trinity Mining Technologies	8-K	2/7/2022	10.6
10.7	2CRSI Agreements	8-K	2/7/2022	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	8-K	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-K	8/29/2022	10.1
10.10	Charlie Faulkner Stock Option Grant dated September 12, 2022 (2)	8-K	9/12/2022	10.1
10.11	Simon Wajcenberg Stock Option Grant dated September 12, 2022 (2)	8-K	9/12/2022	10.2
10.12	Common Stock Purchase Agreement between EdgeMode, Inc. and Alumni Capital LP dated September 19, 2022	8-K	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	8-K	9/28/2022	10.1

(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.

		EDGEMODE, INC.

Date:	February 21, 2025	/s/ Charlie Faulkner
		Charlie Faulkner
		Chief Executive Officer (Principal Executive Officer)

Signature	Title	Date

/s/ Charlie Faulkner	Chief Executive Officer	February 21, 2025
Charlie Faulkner	(Principal Executive Officer) and Director

/s/ Simon Wajcenberg	Chief Financial Officer	February 21, 2025
Simon Wajcenberg	(Principal Financial Officer)(Principal Accounting Officer) and Director