Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 20, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-34780 | |
Entity Registrant Name | FOURTH WAVE ENERGY, INC. | |
Entity Central Index Key | 0001652958 | |
Entity Tax Identification Number | 47-4046237 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 110 E. Broward Blvd. | |
Entity Address, Address Line Two | Suite 1700 | |
Entity Address, City or Town | Ft. Lauderdale | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33301 | |
City Area Code | (707) | |
Local Phone Number | 687-9093 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 383,858,340 |
Consolidated Balance Sheet (Una
Consolidated Balance Sheet (Unaudited) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 136,026 | $ 23,942 |
Subscription receivable | 0 | 158,850 |
Prepaid expenses and other current assets | 28,990 | 22,373 |
Prepaid expenses and other current assets - related party | 271,543 | 0 |
Prepaid hosting services | 1,586,297 | 1,586,297 |
Total current assets | 2,022,856 | 1,791,462 |
Intangible assets - cryptocurrencies | 422,280 | 303,199 |
Equipment, net | 3,577,536 | 3,520,443 |
Total assets | 6,022,672 | 5,615,104 |
Current liabilities: | ||
Accounts payable and accrued expenses | 412,610 | 145,855 |
Accrued dividends | 0 | 42,843 |
Equipment notes payable | 932,663 | 932,273 |
Notes payable | 35,000 | 1,657,580 |
Total current liabilities | 1,380,273 | 2,778,551 |
Equipment notes payable, net of current | 138,536 | 359,925 |
Total liabilities | 1,518,809 | 3,138,476 |
Commitments and contingencies | ||
Preferred shares of EdgeMode | 0 | 341,730 |
Stockholders' equity: | ||
Series A Preferred stock, 1,000 shares authorized, zero issued and outstanding at March 31, 2022 and December 31, 2021 | 0 | 0 |
Common shares, 500,000,000 shares authorized, Par value $0.001; 383,808,340 and 292,179,345 shares issued and outstanding, March 31, 2022 and December 31, 2021, respectively | 383,808 | 292,179 |
Additional paid-in capital | 13,579,300 | 5,476,850 |
Accumulated deficit | (9,459,245) | (3,634,131) |
Stockholders' equity | 4,503,863 | 2,134,898 |
Total liabilities and stockholders' equity | $ 6,022,672 | $ 5,615,104 |
Consolidated Balance Sheet (U_2
Consolidated Balance Sheet (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Issued | 383,808,340 | 292,179,345 |
Common Stock, Shares Outstanding | 383,808,340 | 292,179,345 |
Series A Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 1,000 | 1,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 271,119 | $ 68,376 |
Cost of revenue | 423,770 | 77,481 |
Gross margin | (152,651) | (9,105) |
Operating expenses: | ||
General and administrative expenses | 5,544,086 | 86,002 |
Total operating expenses | 5,544,086 | 86,002 |
Loss from operations | (5,696,737) | (95,107) |
Other expense: | ||
Interest expense | (44,840) | (18,199) |
Gain (loss) on cryptocurrencies | (83,537) | 5,568 |
Total other expense, net | 128,377 | 12,631 |
Loss before provision for income taxes | (5,825,114) | (107,738) |
Provision for income taxes | 0 | 0 |
Net loss | (5,825,114) | (107,738) |
Preferred Dividends | (7,650) | |
Net loss to common shareholders | $ (5,825,114) | $ (115,388) |
Loss per common share - basic | $ (0.02) | $ 0 |
Loss per common share - diluted | $ (0.02) | $ 0 |
Weighted average shares outstanding - basic | 348,148,058 | 192,309,407 |
Weighted average shares outstanding - diluted | 348,148,058 | 192,309,407 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 190,735 | $ 245,576 | $ (75,376) | $ 360,935 | |
Shares outstanding at Dec. 31, 2020 | 190,734,649 | ||||
Common Shares issued in exchange for cash | $ 7,536 | 258,959 | 266,495 | ||
Common shares issued in exchange for cash, Shares | 7,536,184 | ||||
Preferred Shares issued in exchange for cash | $ 334,980 | ||||
Preferred Shares issued in exchange for cash, Shares | 125,001 | ||||
Stock-based compensation | $ 6,750 | ||||
Stock based compensation, in shares | 2,206 | ||||
Preferred dividends | (7,650) | (7,650) | |||
Net loss | (107,738) | (107,738) | |||
Contribution of Crytocurrency from related party | 29,547 | 29,547 | |||
Ending balance, value at Mar. 31, 2021 | $ 341,730 | $ 198,271 | 534,082 | (190,764) | 541,589 |
Shares outstanding at Mar. 31, 2021 | 127,207 | 198,270,833 | |||
Beginning balance, value at Dec. 31, 2021 | $ 341,730 | $ 292,179 | 5,476,850 | (3,634,131) | 2,134,898 |
Shares outstanding at Dec. 31, 2021 | 127,207 | 292,179,345 | |||
Conversion of preferred shares into common | $ (341,730) | $ 20,797 | 363,776 | 384,573 | |
Conversion of preferred shares into common, Shares | (127,207) | 20,796,933 | |||
Common Shares issued in exchange for cash | $ 1,495 | 503,519 | 505,014 | ||
Common shares issued in exchange for cash, Shares | 1,495,756 | ||||
Common shares issued in exchange for cryptocurrency | $ 79 | 49,921 | 50,000 | ||
Common shares issued in exchange for cryptocurrency, Shares | 78,638 | ||||
Recapitalization of reverse merger | $ 69,258 | 2,600,694 | 2,669,952 | ||
Recapitalization of reverse merger, Shares | 69,257,668 | ||||
Stock-based compensation | 4,584,540 | 4,584,540 | |||
Net loss | (5,825,114) | (5,825,114) | |||
Ending balance, value at Mar. 31, 2022 | $ 383,808 | $ 13,579,300 | $ (9,459,245) | $ 4,503,863 | |
Shares outstanding at Mar. 31, 2022 | 383,808,340 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (5,825,114) | $ (107,738) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 313,883 | 37,105 |
Stock-based compensation | 4,584,540 | 6,750 |
Cryptocurrency used for officer compensation | 91,898 | 0 |
Loss on cryptocurrency transactions | 83,537 | 20,708 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | (128,580) | (35,140) |
Cryptocurrencies - mining | (271,119) | (68,376) |
Accounts payable and accrued expenses | 41,034 | 95,894 |
Lease liabilities | (7,990) | |
Net cash used in operating activities | (1,109,921) | (58,787) |
Investing Activities: | ||
Cash acquired in acquisition | 743,513 | 0 |
Purchase of equipment | (370,976) | (334,305) |
Proceeds from sale of cryptocurrencies | 26,603 | 48,169 |
Net cash provided by (used in) investing activities | 399,140 | (286,136) |
Financing Activities: | ||
Proceeds from issuance of common shares, net of offering costs | 505,014 | 266,495 |
Proceeds from subscription receivable | 158,850 | 0 |
Proceeds from issuance of preferred shares, net of offering costs | 0 | 334,980 |
Payments on equipment notes payable | (220,999) | (214,361) |
Proceeds from notes payable | 380,000 | 0 |
Net cash provided by financing activities | 822,865 | 601,475 |
Net change in cash | 112,084 | 256,552 |
Cash - beginning of period | 23,942 | 0 |
Cash - end of period | 136,026 | 256,552 |
Supplemental Disclosures: | ||
Interest paid | 44,840 | 18,199 |
Income taxes paid | 0 | 0 |
Supplemental Disclosures of Noncash Financing Information: | ||
Shares issued for cryptocurrency assets | 50,000 | 0 |
Equipment financed with notes payable | 0 | 871,519 |
Conversion of preferred shares into common shares | 384,573 | 0 |
Accrued dividends | 0 | 7,650 |
Cryptocurrency assets contributed by related party | $ 0 | $ 29,547 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Basis Of Presentation | |
Basis of Presentation | Note 1. Basis of Presentation The accompanying unaudited interim financial statements of Fourth Wave Energy, Inc. (“we”, “our”, “Fourth Wave” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report filed with the SEC on Form 10-K and the annual financial statements of Edgemode filed with the SEC on Form 8-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2021, as reported in the Form 10-K and Form 8-K of the Company, have been omitted. 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. In connection with the acquisition of FWI in March 2020, the Company entered into consulting agreements with certain founders of FWI. The consulting agreements require the Company to collectively pay $379,850 in consulting fees during the terms of the consulting agreements. In March 2021 the Company agreed to sell the FWI technologies and its business plan to GeoSolar Technologies, Inc. a Colorado corporation (“GST”) in exchange for 10,000,000 shares of GST common stock (the “GST Shares”), such GST Shares distributable to the Company’s shareholders. As a part of this transaction, the consultants agreed to release the Company from any liability for any consulting fees owed to them by the Company and return a portion of the Company’s common stock held by such consultants. During the year ended December 31, 2021, 4,700,000 Ex-Dividend Date: 12/06/2021 Record Date: 12/07/2021 Distribution Date: 12/14/2021 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 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 0.40 250,000 Simultaneously with the Merger, approximately $ 4,574,132 18,296,528 988,000 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. |
Summary of significant Accounti
Summary of significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of significant Accounting Policies | NOTE 2 – Summary of significant Accounting Policies 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. Principals of consolidation The accompanying consolidated financial statements include the accounts of Fourth Wave Energy, Inc. and the accounts of its 100% owned subsidiary, EdgeMode. All intercompany transactions and balances have been eliminated in consolidation. Fair Value Measurements Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The Company has no assets or liabilities valued using level 1, level 2, or level 3 inputs as of March 31, 2022. 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. 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 fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provides that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional 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 consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, 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 closing price of the related cryptocurrency on the day of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. 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. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | NOTE 3 - Going Concern These financial statements are prepared on a going concern basis. The Company began operations in 2020 and incurred a cumulative loss since inception. The Company’s ability to continue is dependent upon management’s plan to raise additional funds and achieve profitable operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern. |
Reverse Merger Transaction
Reverse Merger Transaction | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Merger Transaction | |
Reverse Merger Transaction | 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, EdgeMode received 313,950,672 shares of common stock, par value $.001 per share of the Company. Prior to the Merger, EdgeMode 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”) which were accounted for as mezzanine equity. Immediately prior to the Merger, the holders of the Series Seed Preferred stock converted the shares and accrued dividends into 127,207 shares of EdgeMode common stock. As a result of the Reverse Merger, the Company has 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 (24,313 ) Notes payable (35,000 ) Total identified net assets $ 2,669,952 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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. |
Prepaid Hosting Services
Prepaid Hosting Services | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Hosting Services | |
Prepaid Hosting Services | 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 March 31, 2022 the company has prepaid a total of $ 1,586,297 Prior to the merger, the Company entered into additional service contracts with Mr. Isaacs, which as of March 31, 2022 had a value of $31,543 to be expense over the remaining service period. |
Fixed Assets
Fixed Assets | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | NOTE 7 – Fixed Assets Fixed assets are stated at cost and depreciated using the straight-line method over their estimated useful lives. When retired or otherwise disposed, the carrying value and accumulated depreciation of the fixed asset is removed from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred. As of March 31, 2022 and 2021 fixed assets were made up of the following: Schedule of fixed assets Estimated Useful Life March 31, December 31, (years) 2022 2021 Cryptomining equipment 2 5 $ 2,615,721 $ 2,615,721 Cryptomining equipment - not in service 2,108,162 1,737,186 4,723,883 4,352,907 Accumulated depreciation (1,146,347 ) (832,464 ) Net book value $ 3,577,536 $ 3,520,443 Total depreciation expense for the three months ended March 31, 2022 and 2021, was $ 313,883 37,105 As of March 31, 2022 the company had $ 2,108,162 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Equity | NOTE 8 – Equity The Company has authorized 500,000,000 0.001 383,808,340 Preferred shares We are authorized to issue 5,000,000 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 common shares. Common shares During the three months ended March 31, 2022, the Company issued 1,574,394 555,014 300,000 During the three months ended March 31, 2022, the Company received $158,850 in cash proceeds from the sale of common shares that were classified as subscription receivables as of December 31, 2021. On November 1, 2021, the Company entered into a four month consulting agreement for investor relation services. Upon signing the agreement, the Company agreed to pay the consultant 250,000 shares of common stock. The shares were valued at $0.36 the closing price of the Company’s stock on date of issuance for a total of $90,000, which was recorded in additional paid in capital. During the three months ended March 31, 2022, the Company recognized the remaining $ 44,875 Stock Options During the three months ended March 31, 2022, the Company issued a stock option grant to purchase up to 19,987,095 4,539,665 849,996 2,269,833 The following table summarizes the stock option activity for the three months ended March 31, 2022: Schedule of option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 137,473 $ 0.00 Granted 19,987,095 0.40 Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2022 20,124,568 $ 0.39 As of March 31, 2022, the Company had no 0 34,368 Stock Warrants In connection with the convertible promissory notes issued prior to the merger, the Company issued warrants to purchase 1,230,000 shares of common stock with an exercise price of $0.50, which expire five years from the date of grant. The following table summarizes the stock warrant activity for the three months ended March 31, 2022: Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 9,442,857 $ 0.44 Granted 1,230,000 0.50 Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2022 10,672,857 $ 0.45 |
Notes Payable
Notes Payable | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE9 - Notes Payable Notes Payable Pursuant to the merger agreement, the Company acquire outstanding note payables in the amount of $ 35,000 Simultaneously with the Merger, approximately $ 4,574,132 18,296,528 Equipment Notes Payable In February 2021, the Company entered into a financing agreement whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreement required a down payment of $ 199,800 24 equal monthly payments 32,760 871,519 336,266 In May 2021, the Company entered into a financing agreement whereby the Company agreed to purchase assets related to its crypto mining operations. The financing agreement required a down payment of $ 299,808 23 equal monthly payments 39,528 1,148,237 507,663 In July 2021, the Company entered into a financing agreement whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreement required a down payment of $ 100,800 24 equal monthly payments 15,660 421,835 227,270 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 2022 $ 711,275 2023 359,924 2024 – 2025 – 2026 – Remaining – Total $ 1,071,199 |
Cryptocurrency Assets
Cryptocurrency Assets | 3 Months Ended |
Mar. 31, 2022 | |
Cryptocurrency Assets | |
Cryptocurrency Assets | NOTE 10 – Cryptocurrency Assets The Company began cryptocurrency mining activities during the year ended December 31, 2021. In addition to mining activities, the Company conducts other business activities using its cryptocurrency assets as compensation. The below table represents the cryptocurrency activities during the three months ended March 31, 2022: Schedule of cryptocurrency activities Cryptocurrency at December 31, 2021 $ 303,199 Revenue recognized from cryptocurrency mined 271,119 Additions of cryptocurrency - sale of common stock 50,000 Proceeds from sale of cryptocurrencies (26,603 ) Cryptocurrency used for officer compensation (91,898 ) Realized gain on sale/exchange of cryptocurrencies (83,537 ) Cryptocurrency at March 31, 2022 $ 422,280 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 – 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 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 - Subsequent Events On May 17, 2022 the Company sold 50,000 shares of restricted common stock to an accredited investor at a purchase price of $0.50 per share for gross proceeds of $25,000 under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not pay any fees or commissions. The proceeds shall be used for working capital. |
Summary of significant Accoun_2
Summary of significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | 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. |
Principals of consolidation | Principals of consolidation The accompanying consolidated financial statements include the accounts of Fourth Wave Energy, Inc. and the accounts of its 100% owned subsidiary, EdgeMode. All intercompany transactions and balances have been eliminated in consolidation. |
Fair Value Measurements | Fair Value Measurements Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The Company has no assets or liabilities valued using level 1, level 2, or level 3 inputs as of March 31, 2022. |
Revenue Recognition | 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. 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 fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provides that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional 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 consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive, 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 closing price of the related cryptocurrency on the day of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations. |
Recent Accounting Pronouncements | 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. |
Reverse Merger Transaction (Tab
Reverse Merger Transaction (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Reverse Merger Transaction | |
Schedule of assets acquired and liabilities | 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 (24,313 ) Notes payable (35,000 ) Total identified net assets $ 2,669,952 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Schedule of fixed assets Estimated Useful Life March 31, December 31, (years) 2022 2021 Cryptomining equipment 2 5 $ 2,615,721 $ 2,615,721 Cryptomining equipment - not in service 2,108,162 1,737,186 4,723,883 4,352,907 Accumulated depreciation (1,146,347 ) (832,464 ) Net book value $ 3,577,536 $ 3,520,443 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 137,473 $ 0.00 Granted 19,987,095 0.40 Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2022 20,124,568 $ 0.39 |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2021 9,442,857 $ 0.44 Granted 1,230,000 0.50 Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2022 10,672,857 $ 0.45 |
Notes Payable (Tables)
Notes Payable (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities and principal payments | Schedule of future maturities and principal payments Year Principal Amount 2022 $ 711,275 2023 359,924 2024 – 2025 – 2026 – Remaining – Total $ 1,071,199 |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Cryptocurrency Assets | |
Schedule of cryptocurrency activities | Schedule of cryptocurrency activities Cryptocurrency at December 31, 2021 $ 303,199 Revenue recognized from cryptocurrency mined 271,119 Additions of cryptocurrency - sale of common stock 50,000 Proceeds from sale of cryptocurrencies (26,603 ) Cryptocurrency used for officer compensation (91,898 ) Realized gain on sale/exchange of cryptocurrencies (83,537 ) Cryptocurrency at March 31, 2022 $ 422,280 |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Jan. 31, 2022 | Mar. 31, 2022 | |
EdgeMode [Member] | ||
Offsetting Assets [Line Items] | ||
Debt Conversion, Converted Instrument, Amount | $ 4,574,132 | |
Debt Conversion, Converted Instrument, Shares Issued | 18,296,528 | |
Repayments of Convertible Debt | $ 988,000 | |
EdgeMode [Member] | Sole Shareholder [Member] | ||
Offsetting Assets [Line Items] | ||
Conversion of Stock, Shares Issued | 1,000 | |
EdgeMode [Member] | Joseph Isaacs [Member] | ||
Offsetting Assets [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 19,987,095 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.40 | |
Bonus Paid | $ 250,000 | |
Debt Conversion, Converted Instrument, Shares Issued | 18,296,528 | |
Agreement with GST [Member] | ||
Offsetting Assets [Line Items] | ||
Stock Redeemed or Called During Period, Shares | 4,700,000 |
Reverse Merger Transaction (Det
Reverse Merger Transaction (Details) - EdgeMode [Member] | Jan. 31, 2022USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Cash | $ 743,513 |
Prepaids | 149,580 |
Note receivable - EdgeMode | 2,040,447 |
Accounts payable | (7,774) |
Other accrued expenses | (196,500) |
Accrued interest | (24,313) |
Notes payable | (35,000) |
Total identified net assets | $ 2,669,952 |
Prepaid Hosting Services (Detai
Prepaid Hosting Services (Details Narrative) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Hosting Services | ||
Prepaid Expense, Current | $ 1,586,297 | $ 1,586,297 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 4,723,883 | $ 4,352,907 |
Accumulated depreciation | (1,146,347) | (832,464) |
Net book value | 3,577,536 | 3,520,443 |
Cryptomining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,615,721 | 2,615,721 |
Cryptomining Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 2 years | |
Cryptomining Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Life | 5 years | |
Cryptomining Equipment Not In Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 2,108,162 | $ 1,737,186 |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 313,883 | $ 37,105 | |
Property, Plant and Equipment, Gross | 4,723,883 | $ 4,352,907 | |
Cryptomining Equipment Not In Service [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 2,108,162 | $ 1,737,186 |
Equity (Details - Option activi
Equity (Details - Option activity) - Options Held [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Options outstanding | 137,473 |
Options outstanding | $ / shares | $ 0 |
Options granted | 19,987,095 |
Options granted | $ / shares | $ 0.40 |
Options exercised | 0 |
Options forfeited | 0 |
Options expired | 0 |
Options outstanding | 20,124,568 |
Options outstanding | $ / shares | $ 0.39 |
Equity (Details - Warrant activ
Equity (Details - Warrant activity) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Warrants Granted | 19,987,095 | |
Warrant [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding Beginning Balance | 9,442,857 | |
Weight-Average Exercise Price Per Share Ending Balance | $ 0.45 | $ 0.44 |
Warrants Granted | 1,230,000 | |
Weight-Average Exercise Price Per Share Granted | $ 0.50 | |
Warrants Exercised | 0 | |
Warrants Forfeited | 0 | |
Warrants Expired | 0 | |
Class of Warrant or Right, Outstanding Ending Balance | 10,672,857 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | |||
Common Stock, Shares Authorized | 500,000,000 | 500,000,000 | |
Common Stock, par value | $ 0.001 | $ 0.001 | |
Common Stock, Shares Issued | 383,808,340 | 292,179,345 | |
Common Stock, Shares Outstanding | 383,808,340 | 292,179,345 | |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | |
Share-Based Payment Arrangement, Noncash Expense | $ 4,584,540 | $ 6,750 | |
Stock option grant | 19,987,095 | ||
Stock Options value | $ 4,539,665 | ||
Revenue Recognition, Milestone Method, Revenue Recognized | 849,996 | ||
Amortization | $ 2,269,833 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | 34,368 | ||
Stock Issued For Cash And Crytocurrency [Member] | |||
Offsetting Assets [Line Items] | |||
Stock Issued During Period, Value, New Issues | 1,574,394 | ||
Proceeds from Issuance or Sale of Equity | $ 555,014 | ||
[custom:WarrantsIssuedShares] | 300,000 | ||
Investor Relations Services [Member] | Consulting Agreement [Member] | |||
Offsetting Assets [Line Items] | |||
Share-Based Payment Arrangement, Noncash Expense | $ 44,875 |
Notes Payable (Details - Maturi
Notes Payable (Details - Maturity) | Mar. 31, 2022USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 711,275 |
2023 | 359,924 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Remaining | 0 |
Total | $ 1,071,199 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | |||||
Jan. 31, 2022 | Jul. 31, 2021 | May 31, 2021 | Feb. 28, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Equipment Note Payable 1 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Down payment | $ 199,800 | |||||
Debt Instrument, Frequency of Periodic Payment | 24 equal monthly payments | |||||
Periodic payment | $ 32,760 | |||||
[custom:PresentValueNotePayable-0] | $ 871,519 | |||||
Notes Payable | $ 336,266 | |||||
Equipment Note Payable 2 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Down payment | $ 299,808 | |||||
Debt Instrument, Frequency of Periodic Payment | 23 equal monthly payments | |||||
Periodic payment | $ 39,528 | |||||
[custom:PresentValueNotePayable-0] | $ 1,148,237 | |||||
Notes Payable | $ 507,663 | |||||
Equipment Note Payable 3 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Down payment | $ 100,800 | |||||
Debt Instrument, Frequency of Periodic Payment | 24 equal monthly payments | |||||
Periodic payment | $ 15,660 | |||||
[custom:PresentValueNotePayable-0] | $ 421,835 | |||||
Notes Payable | $ 227,270 | |||||
EdgeMode [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-Term Debt | $ 35,000 | |||||
Debt Conversion, Converted Instrument, Amount | $ 4,574,132 | |||||
Debt Conversion, Converted Instrument, Shares Issued | 18,296,528 |
Cryptocurrency Assets (Details)
Cryptocurrency Assets (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cryptocurrency Assets | ||
Cryptocurrency, beginning balance | $ 303,199 | |
Revenue recognized from cryptocurrency mined | 271,119 | |
Additions of cryptocurrency - sale of common stock | 50,000 | |
Proceeds from sale of cryptocurrencies | (26,603) | $ (48,169) |
Cryptocurrency used for officer compensation | (91,898) | |
Realized gain on sale/exchange of cryptocurrencies | (83,537) | |
Cryptocurrency, ending balance | $ 422,280 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Feb. 08, 2022shares |
Commitments and Contingencies Disclosure [Abstract] | |
Stock options being contested | 137,473 |