Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Apr. 14, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 000-55647 | ||
Entity Registrant Name | Edgemode, 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 | ||
Title of 12(g) Security | Common stock, par value $0.001 per share | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 Public Float | $ 26,053,960 | ||
Entity Common Stock, Shares Outstanding | 390,437,459 | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, TX |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 70 | $ 23,942 |
Subscription receivable | 0 | 158,850 |
Prepaid expenses and other current assets | 27,638 | 22,373 |
Prepaid hosting services | 894,355 | 1,586,297 |
Deferred offering costs | 264,706 | 0 |
Total current assets | 1,186,769 | 1,791,462 |
Intangible assets - cryptocurrencies | 2,630 | 303,199 |
Equipment, net | 0 | 3,520,443 |
Total assets | 1,189,399 | 5,615,104 |
Current liabilities: | ||
Accounts payable and accrued expenses | 869,524 | 145,855 |
Accrued payroll | 487,159 | 0 |
Accrued dividends | 6,190 | 42,843 |
Equipment notes payable | 1,179,972 | 932,273 |
Notes payable | 35,000 | 1,657,580 |
Series B preferred shares liability, net | 205,226 | 0 |
Total current liabilities | 2,783,071 | 2,778,551 |
Equipment notes payable, net of current | 0 | 359,925 |
Total liabilities | 2,783,071 | 3,138,476 |
Commitments and contingencies | ||
Preferred shares of EdgeMode | 0 | 341,730 |
Stockholders' equity (deficit): | ||
Preferred shares, $0.001 par value, 4,999,000 shares authorized December 31, 2022 and 2021; zero 0 issued and outstanding December 31, 2022 and 2021 | 0 | 0 |
Common shares, 950,000,000 and 500,000,000 shares authorized, December 31, 2022 and December 31, 2021; Par value $0.001; 390,437,459 and 292,179,345 shares issued and outstanding, December 31, 2022 and 2021, respectively | 390,437 | 292,179 |
Additional paid-in capital | 33,896,019 | 5,476,850 |
Accumulated deficit | (35,880,128) | (3,634,131) |
Stockholders' equity (deficit) | (1,593,672) | 2,134,898 |
Total liabilities and stockholders' equity (deficit) | $ 1,189,399 | $ 5,615,104 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 4,999,000 | 4,999,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Shares Authorized | 950,000,000 | 500,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, Shares Issued | 390,437,459 | 292,179,345 |
Common Stock, Shares Outstanding | 390,437,459 | 292,179,345 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 438,042 | $ 1,572,906 |
Cost of revenue | 812,882 | 1,347,337 |
Gross margin | (374,840) | 225,569 |
Operating expenses: | ||
General and administrative expenses | 27,784,864 | 3,495,161 |
Loss on sale of equipment and impairment | 3,075,748 | 0 |
Loss on cryptocurrencies | 154,252 | 36,485 |
Total operating expenses | 31,014,864 | 3,531,646 |
Loss from operations | (31,389,704) | (3,306,077) |
Other expense: | ||
Interest expense | (148,119) | (217,467) |
Other expense | (708,174) | (35,211) |
Total other expense | (856,293) | (252,678) |
Loss before provision for income taxes | (32,245,997) | (3,558,755) |
Provision for income taxes | 0 | 0 |
Net loss | (32,245,997) | (3,558,755) |
Preferred Dividends | 0 | (42,843) |
Net loss to common shareholders | $ (32,245,997) | $ (3,601,598) |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Earnings Per Share, Basic | $ (0.09) | $ (0.02) |
Earnings Per Share, Diluted | $ (0.09) | $ (0.02) |
Weighted Average Number of Shares Outstanding, Basic | 377,574,305 | 230,528,243 |
Weighted Average Number of Shares Outstanding, Diluted | 377,574,305 | 230,528,243 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - 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 | |
Beginning balance , shares at Dec. 31, 2020 | 190,734,649 | ||||
Common shares issued in exchange for cash | $ 46,674 | 2,447,133 | 2,493,807 | ||
Common shares issued in exchange for cash, shares | 46,674,281 | ||||
Preferred shares issued in exchange for cash | $ 334,980 | ||||
Preferred Shares issued in exchange for cash , shares | 125,001 | ||||
Common shares issued in exchange for cryptocurrency | $ 1,889 | 160,530 | 162,419 | ||
Common shares issued in exchange for cryptocurrency, shares | 1,888,787 | ||||
Common shares issued for exercise of options | $ 8,883 | 146,550 | 155,433 | ||
Common shares issued for exercise of options, shares | 8,883,496 | ||||
Common shares issued for exercise of options - cashless | $ 43,734 | (43,734) | |||
Common shares issued for exercise of options cashless, shares | 43,733,770 | ||||
Common shares issued for exercise of options - cryptocurrency | $ 264 | 3,423 | 3,687 | ||
Common shares issued for exercise of options cryptocurrency, shares | 264,362 | ||||
Stock-based compensation | $ 6,750 | 2,530,668 | 2,530,668 | ||
Common shares issued in exchange for services, shares | 2,206 | ||||
Contribution of Cryptocurrency from related party | 29,547 | 29,547 | |||
Preferred dividends | (42,843) | (42,843) | |||
Net loss | (3,558,755) | (3,558,755) | |||
Ending balance, value at Dec. 31, 2021 | $ 341,730 | $ 292,179 | 5,476,850 | (3,634,131) | 2,134,898 |
Ending balance , shares at Dec. 31, 2021 | 127,207 | 292,179,345 | |||
Recapitalization of reverse merger | $ 69,258 | 2,600,694 | 2,669,952 | ||
Common shares issued in exchange for cash | $ 1,617 | 564,398 | 566,015 | ||
Common shares issued in exchange for cash, shares | 1,617,756 | ||||
Common shares issued in exchange for cryptocurrency | $ 79 | 49,921 | 50,000 | ||
Common shares issued in exchange for cryptocurrency, shares | 78,638 | ||||
Common shares issued in exchange for compensation | $ 4,000 | 314,000 | 318,000 | ||
Stock-based compensation | 24,264,181 | 24,264,181 | |||
Common shares issued in exchange for services, shares | 4,000,000 | ||||
Net loss | (32,245,997) | (32,245,997) | |||
Conversion of preferred shares into common | $ (341,730) | $ 20,797 | 363,776 | 384,573 | |
Beginning balance , shares | (127,207) | (20,796,933) | |||
Beginning balance , shares | 127,207 | 20,796,933 | |||
Recapitalization of reverse merger, shares | 69,257,668 | ||||
Common shares issued in exchange for deferred financing costs | $ 2,521 | 262,185 | 264,706 | ||
Common shares issued in exchange for deferred financing costs, shares | 2,521,008 | ||||
Common shares cancelled pursuant to SEC Legal case | $ (14) | 14 | |||
Common shares cancelled pursuant to SEC legal case , shares | (13,889) | ||||
Ending balance, value at Dec. 31, 2022 | $ 390,437 | $ 33,896,019 | $ (35,880,128) | $ (1,593,672) | |
Ending balance , shares at Dec. 31, 2022 | 390,437,459 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities: | ||
Net loss | $ (32,245,997) | $ (3,558,755) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 630,670 | 836,174 |
Amortization | 3,976 | 0 |
Interest expense on principal default | 95,926 | 0 |
Loss on sale of equipment and impairment | 3,075,748 | 34,933 |
Stock-based compensation | 24,582,181 | 2,537,418 |
Cryptocurrency used for compensation | 144,423 | 0 |
Loss on cryptocurrency transactions | 154,252 | 36,485 |
Loss on prepaid hosting termination | 691,942 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 144,315 | (1,608,670) |
Cryptocurrencies - mining | (438,042) | (1,572,906) |
Accounts payable and accrued expenses | 504,139 | 125,855 |
Accrued payroll | 487,159 | 0 |
Lease liabilities | 0 | 44,329 |
Net cash used in operating activities | (2,169,308) | (3,125,137) |
Investing Activities: | ||
Cash acquired in acquisition | 743,513 | 0 |
Purchase of equipment | (245,976) | (1,339,000) |
Proceeds from sale of equipment | 60,000 | 8,000 |
Proceeds from sale of cryptocurrencies | 489,936 | 1,043,242 |
Net cash provided by investing activities | 1,047,473 | (287,758) |
Financing Activities: | ||
Proceeds from issuance of common shares, net of offering costs | 566,015 | 2,334,957 |
Proceeds from subscription receivable | 158,850 | 0 |
Proceeds from issuance of preferred shares, net of offering costs | 201,250 | 334,980 |
Proceeds from exercise of common stock options | 0 | 155,433 |
Payments on equipment notes payable | (208,152) | (1,149,393) |
Proceeds from notes payable | 380,000 | 1,700,000 |
Payments on notes payable | 0 | (1,575) |
Net cash provided by financing activities | 1,097,963 | 3,374,402 |
Net change in cash | (23,872) | (38,493) |
Cash - beginning of period | 23,942 | 62,435 |
Cash - end of period | 70 | 23,942 |
Supplemental Disclosures: | ||
Interest paid | 89,993 | 217,467 |
Income taxes paid | 0 | 0 |
Supplemental Disclosures of Noncash Financing Information: | ||
Shares issued for deferred financing costs | 264,706 | 0 |
Shares issued for cryptocurrency assets | 50,000 | 162,419 |
Equipment financed with notes payable | 0 | 2,441,591 |
Conversion of preferred shares into common shares | 384,573 | 0 |
Accrued dividends | 0 | 42,843 |
Cryptocurrency assets contributed by related party | 0 | 29,547 |
Equipment purchased with cryptocurrency assets | 0 | 363,008 |
Equipment sold in exchange for cryptocurrency assets | 0 | 62,549 |
Common shares cancelled pursuant to SEC legal case | 14 | 0 |
Subscription receivable | 0 | 158,850 |
Loans settled through release of restricted cryptocurrency assets | 0 | 85,174 |
Option exercise paid with cryptocurrency assets | $ 0 | $ 3,687 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Basis Of Presentation | |
Basis of Presentation | Note 1. Basis of Presentation Edgemode, Inc. (Formerly Fourth Wave Energy, 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 business ventures, all of which were unsuccessful and which it has abandoned. 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. 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 Merger Agreement 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 Wyoming 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 Wyoming 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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. Reclassification of Comparative Period Presentation The Company is reclassifying its financial statements for the year-ended ended December 31, 2021. These financial statements represent a reclassification of certain prior year account classifications and footnotes. 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. Fixed Assets Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to fifteen years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. 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 December 31, 2020. 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. 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 quoted price of the related cryptocurrency at the time 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. 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. The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Advertising The Company expenses advertising costs as they are incurred. Deferred Offering Costs The Company has capitalized qualified direct costs related to its efforts to raise capital through a sale of its common stock in a private offering. 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. If the Company terminates the planned offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2022, $ 264,706 Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 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, 2022 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. |
Reverse Merger Transaction
Reverse Merger Transaction | 12 Months Ended |
Dec. 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 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 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 (24,314 ) Notes payable (35,000 ) Total identified net assets $ 2,669,952 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 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 0.40 250,000 0 During the year ended December 31, 2022, the Company granted options to the officers and a consultant of the Company to purchase up to 65,920,895 0.40 During the year ended December 31, 2022, the Company granted options to the officers of the Company to purchase up to 153,239,206 0.10 As of December 31, 2022 the Company owed the executive officers of the Company $ 487,159 |
Prepaid Hosting Services
Prepaid Hosting Services | 12 Months Ended |
Dec. 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 December 31, 2022 the company has prepaid a total of $ 1,586,297 894,355 691,942 |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 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 December 31, 2022 and 2021 fixed assets were made up of the following: Schedule of fixed assets Estimated Useful Life December 31, December 31, (years) 2022 2021 Cryptomining equipment 2-5 years $ – $ 2,615,721 Cryptomining equipment - not in service – 1,737,186 – 4,352,907 Accumulated depreciation – (832,464 ) Net book value $ – $ 3,520,443 Total depreciation expense for the year ended December 31, 2022 and 2021, was $ 630,670 836,174 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 . 1,138,687 During the year ended December 31, 2022 the Company recorded an impairment to cryptomining equipment in the amount of $ 1,937,061 131,232 1,545,829 260,000 60,000 |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | 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. During the year ended December 31, 2021, the Company issued 125,001 382,480 47,500 334,980 During the year ended December 31, 2021, the Company issued 2,206 6,750 For the year ended December 31, 2021, total dividends applicable to Preferred shares were $ 42,843 42,843 In connection with the Merger Transaction, the only outstanding preferred stock and accrued dividends were converted into 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 4,999,000 Series B On July 19, 2022, the Company designated 1,000,000 0.001 During the year ended December 31, 2022, the Company entered into purchase agreements for the sale of 212,500 11,250 201,250 6,190 205,226 7,274 Common shares The Company has authorized 950,000,000 0.001 390,437,459 On March 30, 2022 the Company increased its authorized common shares from 500,000,000 950,000,000 During the year ended December 31, 2022, the Company issued 1,696,394 616,015 300,000 48,563,068 2,838,476 182,250 During the year ended December 31, 2022, the Company amortized $ 44,875 0 During the year ended December 31, 2022, the Company issued 4,000,000 318,000 During the year ended December 31, 2022, the Company had 13,889 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 Among other limitations, unless otherwise agreed upon by Alumni Capital, each sale of shares will be limited to 50,000 In exchange for Alumni Capital entering into the Purchase Agreement, the Company issued 2,521,008 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, 2022, no shares have been sold or issued to Alumni Capital pursuant to the Purchase Agreement other than the 2,521,008 0.105 264,706 During the year ended December 31, 2021, the Company issued 9,147,858 159,120 43,733,770 During the year ended December 31, 2021, a director of the Company contributed cryptocurrencies to the company with a value of $ 29,547 Stock Options During the year ended December 31, 2022, the Company issued a stock option grant to purchase up to 85,907,990 During the year ended December 31, 2022, the Company issued a stock option grant to purchase up to 153,239,206 The Company used the black-scholes option pricing model to value the options and expensed $ 24,219,306 2,530,668 The following table summarizes the stock option activity for the years ended December 31, 2022 and 2021: Schedule of option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 48,519 $ 0.00 Granted 412,411 1.10 Exercised (323,457 ) 1.41 Forfeited – – Expired – – 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 As of December 31, 2022, the Company had 85,907,990 4.48 0 8,248 Stock Warrants Pursuant to the reverse merger transaction, the 11,515,714 During the year ended December 31, 2022, the Company had 2,285,714 The following table summarizes the stock warrant activity for the year ended December 31, 2022 and 2021: Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 – $ – Granted – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2021 – – Granted 300,000 0.63 Recapitalization 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 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 9. 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 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 24 equal monthly payments 2,441,591 248,184 1,366,860 40,032 217,467 On July 11, 2022, the Company terminated its agreements with the vendor for the financed equipment described above. As of December, 31, 2022, 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 The balance of the loans as of December 31, 2022 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 |
Cryptocurrency Assets
Cryptocurrency Assets | 12 Months Ended |
Dec. 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 years ended December 31, 2022 and 2021: Schedule of cryptocurrency activities – Revenue recognized from cryptocurrency mined $ 1,572,906 Additions of cryptocurrency - sale of common stock 162,419 Additions of cryptocurrency – exercise of common stock options 3,687 Additions of cryptocurrency – contribution from director 29,547 Additions of cryptocurrency - sale of fixed assets 62,549 Proceeds from sale of cryptocurrencies (1,043,242 ) Fixed assets acquired with cryptocurrency (363,008 ) Settlement of loans with cryptocurrency (85,174 ) Realized loss on sale/exchange of cryptocurrencies (36,485 ) Cryptocurrency at December 31, 2021 303,199 Revenue recognized from cryptocurrency mined 438,042 Additions of cryptocurrency - sale of common stock 50,000 Proceeds from sale of cryptocurrencies (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 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The cumulative tax effect at the expected rate of 21 Schedule of deferred tax assets and liabilities December 31, 2022 December 31, 2021 Deferred tax asset attributable to: Net operating loss $ 996,800 $ 211,000 Valuation allowance (996,800 ) (211,000 ) 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) December 31, 2022 December 31, 2021 Benefit attributable to operating loss $ 6,771,700 $ 747,300 Non-deductible (5,985,900 ) (540,500 ) Valuation allowance (785,800 ) (206,800 ) 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, 2022, the Company has net operating loss carry forwards totaling approximately $ 4,800,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Legal Contingencies On February 8, 2022, the Company was notified of a potential lawsuit related to the termination of our Advisory Panel Membership agreement with Taylor Black Wealth, Ltd. (“Taylor”). The Company engaged Taylor for assistance with capital raises and was to be partially compensated with stock options, subject to vesting. Taylor claims that the Company terminated the agreement unlawfully and therefore are still entitled to the remaining unvested options which the Company believes to be cancelled. The total number of stock options being contested is 137,473 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 13. Subsequent Events 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 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. On February 27, 2023, the Company entered into a loan facility agreement with an unrelated third-party for up to an initial amount of BTC 3,000 which is to be repaid in 5 years from the date of the first advance. Additional advances may be provided under the agreement with approval from the lender. Advances shall accrue interest daily at a rate of 8.5%. No amounts have been advanced as of the date of this filing. On March 3, 2023, the board of directors of 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. 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. its shares on the NASDAQ Global Market, New York Stock Exchange, or another equivalent market. On March 30, 2023, the Company entered into a settlement agreement with a previous note holder for settlement of outstanding claims. Per the terms of the settlement agreement, the Company issued 250,000 shares of common stock. On April 11, 2023, the Company entered into a promissory note with an unrelated third-party for $60,760 and an original issue discount of $6,510 and $4,250 in fees for net proceeds of $50,000. The note is to be repaid by March 11, 2024, and incurs a one-time, 13% interest charge of $7,898 and requires monthly payments of $7,629. In the event of default, the note is convertible into shares of common stock of the Company at a rate of 71% of the lowest trading price for common stock during the 20 trading days prior to the conversion date. The Company expects to receive the funds from this note immediately following the filing of the Form 10-K. On April 11, 2023, the Company entered into a promissory note with an unrelated third-party for $56,962 and an original issue discount of $2,712 and $4,250 in fees for net proceeds of $50,00. The note is to be repaid by March 11, 2024, and bears interest at a rate of 8%. The note is convertible into shares of common stock of the Company beginning 180 days after the date of the note at a rate of 65% of the lowest trading price for common stock during the 15 trading days prior to the conversion date. The Company expects to receive the funds from this note immediately following the filing of the Form 10-K. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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. |
Reclassification of Comparative Period Presentation | Reclassification of Comparative Period Presentation The Company is reclassifying its financial statements for the year-ended ended December 31, 2021. These financial statements represent a reclassification of certain prior year account classifications and footnotes. |
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. |
Risks and Uncertainties | 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 | 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. |
Fixed Assets | Fixed Assets Equipment is recorded at cost. Expenditures for renewals and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are expensed. When equipment is retired or sold, the cost and related accumulated depreciation are eliminated from the accounts and the resultant gain or loss is reflected in income. Depreciation is provided using the straight-line method, based on useful lives of the assets which range from three to fifteen years The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of the assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition, and other economic factors. |
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 December 31, 2020. |
Income Taxes | 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 | 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 quoted price of the related cryptocurrency at the time 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. |
Stock-Based Compensation | 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. The Company accounts for equity-based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. |
Advertising | Advertising The Company expenses advertising costs as they are incurred. |
Deferred Offering Costs | Deferred Offering Costs The Company has capitalized qualified direct costs related to its efforts to raise capital through a sale of its common stock in a private offering. 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. If the Company terminates the planned offering or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of December 31, 2022, $ 264,706 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There are no recently issued accounting pronouncements that the Company has yet to adopt that are expected to have a material effect on its financial position, results of operations, or cash flows. |
Reverse Merger Transaction (Tab
Reverse Merger Transaction (Tables) | 12 Months Ended |
Dec. 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 (24,314 ) Notes payable (35,000 ) Total identified net assets $ 2,669,952 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of fixed assets | Schedule of fixed assets Estimated Useful Life December 31, December 31, (years) 2022 2021 Cryptomining equipment 2-5 years $ – $ 2,615,721 Cryptomining equipment - not in service – 1,737,186 – 4,352,907 Accumulated depreciation – (832,464 ) Net book value $ – $ 3,520,443 |
Equity (Tables)
Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of option activity | Schedule of option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 48,519 $ 0.00 Granted 412,411 1.10 Exercised (323,457 ) 1.41 Forfeited – – Expired – – 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 |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2020 – $ – Granted – – Exercised – – Forfeited – – Expired – – Outstanding, December 31, 2021 – – Granted 300,000 0.63 Recapitalization 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 |
Notes Payable (Tables)
Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of future maturities and principal payments | Schedule of future maturities and principal payments Year Principal Amount 2023 $ 1,179,972 2024 – 2025 – 2026 – 2027 – Remaining – Total $ 1,179,972 |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cryptocurrency Assets | |
Schedule of cryptocurrency activities | Schedule of cryptocurrency activities – Revenue recognized from cryptocurrency mined $ 1,572,906 Additions of cryptocurrency - sale of common stock 162,419 Additions of cryptocurrency – exercise of common stock options 3,687 Additions of cryptocurrency – contribution from director 29,547 Additions of cryptocurrency - sale of fixed assets 62,549 Proceeds from sale of cryptocurrencies (1,043,242 ) Fixed assets acquired with cryptocurrency (363,008 ) Settlement of loans with cryptocurrency (85,174 ) Realized loss on sale/exchange of cryptocurrencies (36,485 ) Cryptocurrency at December 31, 2021 303,199 Revenue recognized from cryptocurrency mined 438,042 Additions of cryptocurrency - sale of common stock 50,000 Proceeds from sale of cryptocurrencies (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 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of deferred tax assets and liabilities | Schedule of deferred tax assets and liabilities December 31, 2022 December 31, 2021 Deferred tax asset attributable to: Net operating loss $ 996,800 $ 211,000 Valuation allowance (996,800 ) (211,000 ) Net deferred income tax assets $ – $ – |
Schedule of components of income tax expense (benefit) | Schedule of components of income tax expense (benefit) December 31, 2022 December 31, 2021 Benefit attributable to operating loss $ 6,771,700 $ 747,300 Non-deductible (5,985,900 ) (540,500 ) Valuation allowance (785,800 ) (206,800 ) Provisions for income taxes $ – $ – |
Basis of Presentation (Details
Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Joseph Isaacs [Member] | |||
Offsetting Assets [Line Items] | |||
Bonus Paid | $ 250,000 | ||
Edge Mode [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 | ||
Edge Mode [Member] | Sole Shareholder [Member] | |||
Offsetting Assets [Line Items] | |||
Conversion of Stock, Shares Issued | 1,000 | ||
Edge Mode [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 | ||
Agreement with GST [Member] | |||
Offsetting Assets [Line Items] | |||
Stock Redeemed or Called During Period, Shares | 4,700,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Fixed assets, useful lives | three to fifteen years | |
Deferred Offering Costs | $ 264,706 | $ 0 |
Reverse Merger Transaction (Det
Reverse Merger Transaction (Details) - Edge Mode [Member] | Jan. 31, 2022 USD ($) |
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 | (24,314) |
Notes payable | (35,000) |
Total identified net assets | $ 2,669,952 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Prepaid services | $ 0 | |
Accrued payroll | $ 487,159 | $ 0 |
Joseph Isaacs [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Option granted | 19,987,095 | |
Option granted | $ 0.40 | |
Cash bonus paid | $ 250,000 | |
Officers And A Consultant [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Option granted | 65,920,895 | |
Option granted | $ 0.40 | |
Officers [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Option granted | 153,239,206 | |
Option granted | $ 0.10 |
Prepaid Hosting Services (Detai
Prepaid Hosting Services (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Offsetting Assets [Line Items] | ||
Prepaid Expense, Current | $ 894,355 | $ 1,586,297 |
Proceeds from initial deposit | 894,355 | |
Loss on prepaid hosting termination | 691,942 | $ 0 |
Hosting Services [Member] | ||
Offsetting Assets [Line Items] | ||
Prepaid Expense, Current | $ 1,586,297 |
Fixed Assets (Details)
Fixed Assets (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
[custom:PropertyPlantAndEquipmentEstimatedUsefulLives1] | three to fifteen years | |
Property, Plant and Equipment, Gross | $ 0 | $ 4,352,907 |
Accumulated depreciation | 0 | (832,464) |
Net book value | 0 | 3,520,443 |
Cryptomining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 0 | 2,615,721 |
Cryptomining Equipment Not In Service [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 1,737,186 |
Cryptomining Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
[custom:PropertyPlantAndEquipmentEstimatedUsefulLives1] | 2-5 years |
Fixed Assets (Details Narrative
Fixed Assets (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2022 | |
Offsetting Assets [Line Items] | |||
Depreciation expense | $ 630,670 | $ 836,174 | |
Undelivered Equipment [Member] | |||
Offsetting Assets [Line Items] | |||
Impairments of assets | $ 1,138,687 | ||
Cryptomining Equipment [Member] | |||
Offsetting Assets [Line Items] | |||
Impairments of assets | 1,937,061 | ||
Proceeds from sale of assets | 60,000 | ||
Cryptomining Equipment [Member] | Switch From Etherium Mining [Member] | |||
Offsetting Assets [Line Items] | |||
Impairments of assets | 131,232 | ||
Cryptomining Equipment [Member] | Purchase Of Mining Equipment [Member] | |||
Offsetting Assets [Line Items] | |||
Impairments of assets | 1,545,829 | ||
Cryptomining Equipment [Member] | Equipment Purchased 2020 [Member] | |||
Offsetting Assets [Line Items] | |||
Impairments of assets | $ 260,000 |
Equity (Details - Option activi
Equity (Details - Option activity) - Options Held [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Options outstanding | 137,473 | 48,519 |
Options outstanding | $ 0 | $ 0 |
Options granted | 239,147,196 | 412,411 |
Options granted | $ 0.21 | $ 1.10 |
Options exercised | 0 | (323,457) |
Options exercised | $ 1.41 | |
Options forfeited | 0 | 0 |
Options expired | 0 | |
Options outstanding | 239,284,669 | 137,473 |
Options outstanding | $ 0.21 | $ 0 |
Equity (Details - Warrant activ
Equity (Details - Warrant activity) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding Beginning Balance | 0 | 0 |
Weight-Average Exercise Price Per Share Beginning Balance | $ 0 | $ 0 |
Warrants Granted | 300,000 | 0 |
Warrants Exercised | 1,142,857 | 0 |
Warrants Forfeited | (2,285,714) | 0 |
Warrants Expired | 0 | 0 |
Warrants Recapitalization | 10,372,857 | |
Weighted Average Exercise Price Per Share Warrants Recapitalization | $ 0.45 | |
Weighted Average Exercise Price Per Share Warrants Forfeited | $ 0.04 | |
Class of Warrant or Right, Outstanding Ending Balance | 9,530,000 | 0 |
Weight-Average Exercise Price Per Share Ending Balance | $ 0.50 | $ 0 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 19, 2022 | Mar. 30, 2022 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||||
Preferred stock dividends | $ 42,843 | ||||
Due to stockholders | $ 42,843 | ||||
Preferred Stock, Shares Authorized | 4,999,000 | 4,999,000 | |||
Preferred Stock, Shares Authorized | $ 0.001 | $ 0.001 | |||
Preferred Stock, Value, Issued | $ 0 | $ 0 | |||
Common Stock, Shares Authorized | 950,000,000 | 500,000,000 | |||
Common Stock, par value | $ 0.001 | $ 0.001 | |||
Common Stock, Shares Issued | 390,437,459 | 292,179,345 | |||
Gross proceeds | $ 566,015 | $ 2,334,957 | |||
Stock compensation expense | 44,875 | ||||
Unrecognized expenses | 0 | ||||
Number of shares issued as compensation | $ 24,264,181 | 2,530,668 | |||
Commitment shares | 2,521,008 | ||||
Share price | $ 0.105 | ||||
Deferred offering costs | $ 264,706 | 0 | |||
Proceeds from options exercised | 0 | 155,433 | |||
Contribution of cryptocurrency from related party | 29,547 | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 24,582,181 | 2,537,418 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 85,907,990 | ||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 4 years 5 months 23 days | ||||
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 | $ 8,248 | ||||
General Grant [Member] | |||||
Class of Stock [Line Items] | |||||
Option granted | 85,907,990 | ||||
For Company Listing On Nasdaq [Member] | |||||
Class of Stock [Line Items] | |||||
Option granted | 153,239,206 | ||||
Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Share-Based Payment Arrangement, Noncash Expense | $ 24,219,306 | 2,530,668 | |||
Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrant issued | 11,515,714 | ||||
Warrants outstanding | 11,515,714 | ||||
Warrants purchased | 2,285,714 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued as compensation, shares | 4,000,000 | ||||
Number of shares issued as compensation | |||||
Number of shares cancelled | 13,889 | ||||
Number of share issued upon exercise of options, shares | 8,883,496 | ||||
Common shares issued for exercise of options cashless, shares | 43,733,770 | ||||
Contribution of cryptocurrency from related party | |||||
Third Party [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares issued as compensation, shares | 4,000,000 | ||||
Number of shares issued as compensation | $ 318,000 | ||||
Stock Issued For Cash And Crytocurrency [Member] | |||||
Class of Stock [Line Items] | |||||
Number of share issued | 1,696,394 | 48,563,068 | |||
Gross proceeds | $ 616,015 | ||||
Warrants issued, shares | 300,000 | ||||
Proceeds from Issuance or Sale of Equity | $ 2,838,476 | ||||
Payment for advisory fees | $ 182,250 | ||||
Number of share issued upon exercise of options, shares | 9,147,858 | ||||
Proceeds from options exercised | $ 159,120 | ||||
Contribution of cryptocurrency from related party | $ 29,547 | ||||
Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of share issued | 125,001 | ||||
Gross proceeds from issuance of preferred stock | $ 382,480 | ||||
Payments of Stock Issuance Costs | 47,500 | ||||
Sale of shares | $ 334,980 | ||||
Stock based compensation, shares | 2,206 | ||||
Stock based compensation, shares | $ 6,750 | ||||
Series A Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 4,999,000 | 5,000,000 | |||
Series B Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 1,000,000 | ||||
Preferred Stock, Shares Authorized | $ 0.001 | ||||
Series B Preferred Stock [Member] | 1800 Diagonal Lending LLC [Member] | |||||
Class of Stock [Line Items] | |||||
Number of share issued | 212,500 | ||||
Sale of shares | $ 201,250 | ||||
Due to stockholders | 6,190 | ||||
Legal Fees | 11,250 | ||||
Preferred Stock, Value, Issued | 205,226 | ||||
Debt Instrument, Unamortized Discount | $ 7,274 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of share issued | 2,521,008 | ||||
Gross proceeds | $ 15,000,000 | ||||
Sale of shares | 50,000 |
Notes Payable (Details - Maturi
Notes Payable (Details - Maturity) | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 1,179,972 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
2027 | 0 |
Remaining | 0 |
Total | $ 1,179,972 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equipment Notes Payable [Member] | |||
Debt Instrument [Line Items] | |||
Payments for Other Deposits | $ 600,408 | ||
Debt Instrument, Frequency of Periodic Payment | 24 equal monthly payments | ||
[custom:PresentValueNotePayable-0] | $ 2,441,591 | ||
Repayments of Notes Payable | $ 248,184 | 1,366,860 | |
Interest Expense, Debt | 40,032 | $ 217,467 | |
Interest Payable | 95,926 | ||
Notes Payable | $ 1,179,972 | ||
Edge Mode [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 ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cryptocurrency Assets | ||
Cryptocurrency, beginning balance | $ 303,199 | $ 0 |
Revenue recognized from cryptocurrency mined | 438,042 | 1,572,906 |
Additions of cryptocurrency sale of common stock | 50,000 | 162,419 |
Additions of cryptocurrency exercise of common stock options | 3,687 | |
Additions of cryptocurrency contribution from director | 29,547 | |
Additions of cryptocurrency sale of fixed assets | 62,549 | |
Proceeds from sale of cryptocurrencies | (489,936) | (1,043,242) |
Fixed assets acquired with cryptocurrency | (363,008) | |
Settlement of loans with cryptocurrency | (85,174) | |
Realized gain on sale/exchange of cryptocurrencies | (154,252) | (36,485) |
Cryptocurrency used for officer compensation | (144,423) | |
Cryptocurrency, ending balance | $ 2,630 | $ 303,199 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax asset attributable to: | ||
Net operating loss | $ 996,800 | $ 211,000 |
Valuation allowance | (996,800) | (211,000) |
Net deferred income tax assets | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Benefit attributable to operating loss | $ 6,771,700 | $ 747,300 |
Non-deductible | (5,985,900) | (540,500) |
Valuation allowance | (785,800) | (206,800) |
Provisions for income taxes | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21% |
Net Operating CarryForward Loss | $ 4,800,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Feb. 08, 2022 shares |
Commitments and Contingencies Disclosure [Abstract] | |
Stock options being contested | 137,473 |