Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 21, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
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 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | true | |
Entity Common Stock, Shares Outstanding | 390,687,459 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 0 | $ 298 |
Prepaid expenses and other current assets | 20,258 | 20,258 |
Total current assets | 20,258 | 20,556 |
Intangible assets – cryptocurrencies | 32 | 32 |
Total assets | 20,290 | 20,588 |
Current liabilities: | ||
Accounts payable and accrued expenses | 782,001 | 721,780 |
Accrued payroll | 961,701 | 661,201 |
Equipment notes payable | 1,179,972 | 1,179,972 |
Convertible notes payable | 35,000 | 35,000 |
Notes payable | 16,000 | 16,000 |
Notes payable – related parties | 342,501 | 342,501 |
Derivative liabilities | 287,275 | 197,090 |
Total current liabilities | 3,604,450 | 3,153,544 |
Total liabilities | 3,604,450 | 3,153,544 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred shares, $0.001 par value, 4,999,000 shares authorized March 31, 2024 and December 31, 2023; none issued and outstanding | 0 | 0 |
Common shares, $0.001 par value, 950,000,000 shares authorized March 31, 2024 and December 31, 2023; 390,687,459 shares issued and outstanding, March 31, 2024 and December 31, 2023 | 390,687 | 390,687 |
Additional paid-in capital | 35,142,231 | 35,142,231 |
Accumulated deficit | (39,117,078) | (38,665,874) |
Stockholders’ deficit | (3,584,160) | (3,132,956) |
Total liabilities and stockholders’ deficit | $ 20,290 | $ 20,588 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 390,687,459 | 390,687,459 |
Common stock, shares outstanding | 390,687,459 | 390,687,459 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating expenses: | ||
General and administrative expenses | $ 336,599 | $ 1,705,525 |
Loss on cryptocurrencies | ||
Total operating expenses | 336,599 | 1,705,525 |
Loss from operations | (336,599) | (1,705,525) |
Other expense: | ||
Interest expense | (24,420) | (7,274) |
Penalty on redemption of Preferred B shares | 0 | (51,859) |
Other expense | 0 | (3,378) |
Change in fair value of derivatives | (90,185) | 0 |
Loss on settlement | 0 | (9,975) |
Total other expense, net | (114,605) | (72,486) |
Loss before provision for income taxes | (451,204) | (1,778,011) |
Provision for income taxes | 0 | 0 |
Net loss | $ (451,204) | $ (1,778,011) |
Loss per common share - basic | $ 0 | $ 0 |
Loss per common share - diluted | $ 0 | $ 0 |
Weighted average shares outstanding - basic | 390,687,459 | 390,440,237 |
Weighted average shares outstanding - diluted | 390,687,459 | 390,440,237 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ 390,437 | $ 33,896,019 | $ (35,880,128) | $ (1,593,672) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 390,437,459 | |||
Common shares issued for settlement of claims | $ 250 | 9,725 | 9,975 | |
[custom:CommonSharesIssuedForSettlementOfClaimsShares] | 250,000 | |||
Stock-based compensation | 1,236,487 | 1,236,487 | ||
Net Loss | (1,778,011) | (1,778,011) | ||
Ending balance, value at Mar. 31, 2023 | $ 390,687 | 35,142,231 | (37,658,139) | (2,125,221) |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 390,687,459 | |||
Beginning balance, value at Dec. 31, 2023 | $ 390,687 | 35,142,231 | (38,665,874) | (3,132,956) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 390,687,459 | |||
Net Loss | (451,204) | (451,204) | ||
Ending balance, value at Mar. 31, 2024 | $ 390,687 | $ 35,142,231 | $ (39,117,078) | $ (3,584,160) |
Shares, Outstanding, Ending Balance at Mar. 31, 2024 | 390,687,459 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating Activities: | ||
Net loss | $ (451,204) | $ (1,778,011) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of discounts | 0 | 7,274 |
Penalty on redemption of Preferred B shares | 0 | 51,859 |
Loss on settlement | 0 | 9,975 |
Stock-based compensation | 0 | 1,236,487 |
Change in fair value of derivative liabilities | 90,185 | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 0 | 901,735 |
Accounts payable and accrued expenses | 60,221 | (98,338) |
Accrued payroll | 300,500 | (49,395) |
Net cash provided by (used in) operating activities | (298) | 281,586 |
Investing Activities: | ||
Proceeds from sale of cryptocurrencies | 0 | 2,598 |
Net cash provided by investing activities | 0 | 2,598 |
Financing Activities: | ||
Payments on preferred B shares | 0 | (270,549) |
Net cash used in financing activities | 0 | (270,549) |
Net change in cash | (298) | 13,635 |
Cash - beginning of period | 298 | 70 |
Cash - end of period | 0 | 13,705 |
Supplemental Disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (451,204) | $ (1,778,011) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1 – Basis of Presentation The accompanying unaudited interim financial statements of Edgemode, Inc. (“we”, “our”, “Edgemode” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as amended, as filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for our interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements that would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2023, as reported in the Form 10-K for the fiscal year ended December 31, 2023 of the Company, have been omitted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
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 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. Fair Value Measurements Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority): · Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. · Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. · Level 3 – Prices or valuation techniques requiring inputs that are both significant to the fair value measurement and unobservable. The following fair value hierarchy tables present information about the Company’s liabilities measured at fair value on a recurring basis: Schedule of liabilities measured at fair value Fair Value Measurements at March 31, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 287,275 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 197,090 The Company had no assets valued using level 1, level 2, or level 3 inputs as of March 31, 2024 or December 31, 2023. Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are recorded in the consolidated statements of operations. 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. Long-Lived Assets – Cryptocurrencies We account for our cryptocurrencies, intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Our cryptocurrencies are deemed to have an indefinite useful life; therefore amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred. Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses as it has suspended its operations until such time, if any, that the Company receives adequate funding, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s management has also begun exploring possible opportunities for the Company involving mergers, acquisitions or other business combination transactions in an effort to diversify our business. The Company is not currently a party to any agreement or understandings with any third parties, and there are no assurances even if the Company’s management locates an opportunity which it believes will be in the best interests of the Company’s shareholders that it will ever consummate such a transaction. Accordingly, investors should not place undue reliance on these efforts. 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. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 4 – Related Party Transactions As of March 31, 2024 the Company owed the executive officers of the Company $ 961,701 During the year ended December 31, 2023, the executive officers of the Company advanced $ 16,000 |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | NOTE 5 – Equity Preferred shares We are authorized to issue 4,999,000 Series B On July 19, 2022, the Company designated 1,000,000 5,000,000 0.001 8 no Common shares The Company has authorized 950,000,000 0.001 390,687,459 Stock Options As of March 31, 2024, the Company has $ 22,529,707 21,679,711 0 The following table summarizes the stock option activity for the three months ended March 31, 2024: Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 393,284,669 $ 0.09 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2024 393,284,669 $ 0.09 As of March 31, 2024, the Company had 85,907,990 137,473 0 302 Stock Warrants The following table summarizes the stock warrant activity for the three months ended March 31, 2024: Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 9,530,000 $ 0.50 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2024 9,530,000 $ 0.50 |
Notes Payable and Convertible N
Notes Payable and Convertible Notes Payable | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Notes Payable | NOTE 6 – Notes Payable and Convertible Notes Payable Notes Payable Pursuant to the merger agreement, the Company acquired outstanding note payables in the amount of $ 35,000 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 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 September 30, 2023, and through the date of this filing, no agreement or communication from the vendor has been received confirming the terms of the termination, and therefore the Company has maintained these balances in equipment notes payable on the Company's balance sheet. The balance of the loans as of March 31, 2024 is $ 1,179,972 Convertible notes payable 1800 Diagonal Lending Notes On April 11, 2023, the Company entered into a Securities Purchase Agreement effective April 20, 2023 with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,760 50,000 6,510 4,250 10,760 13 March 11, 2024 monthly payments 7,629 42,262 0 In addition, on April 11, 2023, the Company entered into an additional Securities Purchase Agreement effective April 20, 2023 with the above investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 56,962 8 April 11, 2024 50,000 2,712 4,250 94,439 0 On August 4, 2023, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC, an accredited investor, pursuant to which the Company sold the investor an unsecured original issuance discount promissory note in the principal amount of $ 71,450 60,000 7,200 4,250 13 May 24, 2024 monthly payments 8,971 99,529 0 On October 20, 2023 the Company received notice from 1800 Diagonal Lending LLC, the holder of the April Promissory Note, Convertible Note and August Promissory Note (collectively, the “1800 Notes”) that such notes were in default. The holder has made demand for the immediate payment of the 1800 Notes of a sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,008.99, together with accrued interest and default interest as provided for in the 1800 Notes. 88,618 Other Convertible Promissory Notes On April 25, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company sold the investor an unsecured promissory note in the principal amount of $ 60,000 60,000 10 May 26, 2023 60,000 In addition, on April 26, 2023, the Company entered into a Promissory Note Purchase Agreement with another investor, pursuant to which the Company sold the investor an unsecured convertible promissory note in the principal amount of $ 57,502 57,502 10 May 26, 2023 57,502 The investors may in their option, at any time following the 180-day anniversary from the issuance date, as defined in the Promissory Notes, convert all or any part of the outstanding and unpaid amount of the Promissory Notes into fully paid and non-assessable shares of Common Stock. If the Promissory Notes are not repaid on or prior to the maturity date, the conversion price will be $0.20 or 50% of the preceding five day VWAP on the six month anniversary, which is lower, subject to a floor conversion price of $0.01 per share. On the 180-day anniversary date the resulting conversion price is equal to $0.01 Furthermore, the Promissory Notes contain a “most favored nation” provision that allows each investor to claim any preferable terms from any future securities, excluding certain exempt issuances. |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Liabilities | |
Derivative Liabilities | NOTE 7 – Derivative Liabilities The fair values of the conversion option of outstanding convertible notes payable and common stock warrants were determined to be derivative liabilities under ASC 815 due to the default on convertible notes payable disclosed above, which resulted in a variable conversion price on the outstanding convertible note payable. The fair value of the derivative liabilities was estimated using a binomial model with the following assumptions: Schedule of assumptions for derivative liabilities As of March 31, 2024 Conversion Option Warrants Volatility 203.89% 151.16% Dividend Yield 0% 0% Risk-free rate 5.03% 4.40% Expected term 1 year 2.25-3 years Stock price $ 0.0022 $ 0.0022 Exercise price $0.0014-0.01 $ 0.5 Derivative liability fair value $ 285,733 $ 1,542 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2024 176,373,841 9,530,000 All fair value measurements related to the derivative liabilities are considered significant unobservable inputs (Level 3) under the fair value hierarchy of ASC 820. The table below presents the change in the fair value of the derivative liability during the year ended December 31, 2023: Schedule of fair value of derivative liability Fair value as of December 31, 2023 $ 197,090 Fair value on the date of issuance related to principal default – Fair value on the date of issuance related to warrants issued – Change in fair value of derivatives 90,185 Fair value as of March 31, 2024 $ 287,275 The total impact of derivative liabilities recognized in the Company’s consolidated statements of operations includes the change in fair value of derivatives, with the Company recognizing a total gain of $ 90,185 |
Cryptocurrency Assets
Cryptocurrency Assets | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Cryptocurrency Assets | NOTE 8 – 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, 2024: Schedule of cryptocurrency Cryptocurrency at December 31, 2024 $ 32 Loss on cryptocurrency – Cryptocurrency at March 31, 2024 $ 32 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 – 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 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
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 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. |
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 following fair value hierarchy tables present information about the Company’s liabilities measured at fair value on a recurring basis: Schedule of liabilities measured at fair value Fair Value Measurements at March 31, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 287,275 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 197,090 The Company had no assets valued using level 1, level 2, or level 3 inputs as of March 31, 2024 or December 31, 2023. |
Derivative Financial Instruments | Derivative Financial Instruments Derivatives are measured at their fair value on the balance sheet. In determining the appropriate fair value, the Company uses a binomial calculator model. Changes in fair value are recorded in the consolidated statements of operations. |
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. |
Long-Lived Assets – Cryptocurrencies | Long-Lived Assets – Cryptocurrencies We account for our cryptocurrencies, intangible assets and long-term license agreement in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill, and ASC Subtopic 360-10-05, Accounting for the Impairment or Disposal of Long-Lived Assets. ASC Subtopic 350-30 requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Our cryptocurrencies are deemed to have an indefinite useful life; therefore amounts are not amortized, but rather are assessed for impairment as further discussed in our impairment policy. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs of internally developing, maintaining, or restoring intangible assets are recognized as an expense when incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures, In December 2023, the FASB issued ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) Improvements to Income Tax Disclosures, |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of liabilities measured at fair value | Schedule of liabilities measured at fair value Fair Value Measurements at March 31, 2024 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 287,275 Fair Value Measurements at December 31, 2023 Level 1 Level 2 Level 3 Liabilities: Derivative liabilities $ – $ – $ 197,090 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Schedule of stock option activity | Schedule of stock option activity Options Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 393,284,669 $ 0.09 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2024 393,284,669 $ 0.09 |
Schedule of stock warrant activity | Schedule of stock warrant activity Warrants Weighted-Average Exercise Price Per Share Outstanding, December 31, 2023 9,530,000 $ 0.50 Granted – – Exercised – – Forfeited – – Expired – – Outstanding, March 31, 2024 9,530,000 $ 0.50 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Liabilities | |
Schedule of assumptions for derivative liabilities | Schedule of assumptions for derivative liabilities As of March 31, 2024 Conversion Option Warrants Volatility 203.89% 151.16% Dividend Yield 0% 0% Risk-free rate 5.03% 4.40% Expected term 1 year 2.25-3 years Stock price $ 0.0022 $ 0.0022 Exercise price $0.0014-0.01 $ 0.5 Derivative liability fair value $ 285,733 $ 1,542 Number of shares issued upon conversion, exercise, or satisfaction of required conditions as of March 31, 2024 176,373,841 9,530,000 |
Schedule of fair value of derivative liability | Schedule of fair value of derivative liability Fair value as of December 31, 2023 $ 197,090 Fair value on the date of issuance related to principal default – Fair value on the date of issuance related to warrants issued – Change in fair value of derivatives 90,185 Fair value as of March 31, 2024 $ 287,275 |
Cryptocurrency Assets (Tables)
Cryptocurrency Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of cryptocurrency | Schedule of cryptocurrency Cryptocurrency at December 31, 2024 $ 32 Loss on cryptocurrency – Cryptocurrency at March 31, 2024 $ 32 |
Summary of significant Accoun_4
Summary of significant Accounting Policies (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 287,275 | $ 197,090 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 287,275 | $ 197,090 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Related Party Transactions [Abstract] | ||
Accrued payroll | $ 661,201 | $ 961,701 |
Related party advances | $ 16,000 |
Equity (Details - Stock option
Equity (Details - Stock option activity) - Options Held [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |
Options outstanding, beginning balance | shares | 393,284,669 |
Weighted-average exercise price per share, beginning balance | $ / shares | $ 0.09 |
Options granted | shares | 0 |
Weighted-average exercise price per share, granted | $ / shares | $ 0 |
Options exercised | shares | 0 |
Weighted-average exercise price per share, exercised | $ / shares | $ 0 |
Options forfeited | shares | 0 |
Weighted-average exercise price per share, forfeited | $ / shares | $ 0 |
Options expired | shares | 0 |
Weighted-average exercise price per share, expired | $ / shares | $ 0 |
Options outstanding, ending balance | shares | 393,284,669 |
Weighted-average exercise price per share, ending balance | $ / shares | $ 0.09 |
Equity (Details - Warrant activ
Equity (Details - Warrant activity) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 9,530,000 |
Weighted-average exercise price per share, beginning balance | $ / shares | $ 0.50 |
Warrants granted | shares | 0 |
Weighted-average exercise price per share, warrants granted | $ / shares | $ 0 |
Warrants exercised | shares | 0 |
Weighted-average exercise price per share, warrants exercised | $ / shares | $ 0 |
Warrants forfeited | shares | 0 |
Weighted-average exercise price per share, warrants forfeited | $ / shares | $ 0 |
Warrants expired | shares | 0 |
Weighted-average exercise price per share, warrants expired | $ / shares | $ 0 |
Warrants outstanding, ending balance | shares | 9,530,000 |
Weighted-average exercise price per share, ending balance | $ / shares | $ 0.50 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | 3 Months Ended | ||
Jul. 19, 2022 | Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 4,999,000 | 4,999,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 950,000,000 | 950,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 390,687,459 | 390,687,459 | |
Remaining share based compensation expense | $ 22,529,707 | ||
Stock options exercisable | 85,907,990 | ||
Stock options vested | $ 0 | ||
Stock options outstanding | $ 302 | ||
Options In Dispute [Member] | |||
Class of Stock [Line Items] | |||
Stock options exercisable | 137,473 | ||
Crypto Mining Milestone [Member] | |||
Class of Stock [Line Items] | |||
Remaining share based compensation expense | $ 21,679,711 | ||
Vesting Terms [Member] | |||
Class of Stock [Line Items] | |||
Remaining share based compensation expense | $ 0 | ||
Series B Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 1,000,000 | ||
Preferred stock, par value | $ 0.001 | ||
Preferred stock dividend rate | 8% | ||
Preferred stock, shares outstanding | 0 |
Notes Payable and Convertible_2
Notes Payable and Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Aug. 04, 2023 | Apr. 26, 2023 | Apr. 25, 2023 | Apr. 11, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 02, 2021 | |
Debt Instrument [Line Items] | |||||||||
Amortization of discounts | $ 0 | $ 7,274 | |||||||
Convertible note description | The holder has made demand for the immediate payment of the 1800 Notes of a sum representing 150% of the remaining outstanding principal balances of the 1800 Notes in the aggregate of $250,008.99, together with accrued interest and default interest as provided for in the 1800 Notes. | ||||||||
Additional principal amount | $ 88,618 | ||||||||
Equipment Notes Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Down payment | $ 600,408 | ||||||||
Debt periodic payment frequency | 24 | ||||||||
Present value note payable | $ 2,441,591 | ||||||||
Payments of notes payable | $ 248,184 | 1,366,860 | |||||||
Interest expense | $ 40,032 | $ 217,467 | |||||||
Loan amount | 1,179,972 | ||||||||
April Promissory Note [Member] | Diagonal Lending 1800 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt periodic payment frequency | monthly payments | ||||||||
Debt face amount | $ 60,760 | ||||||||
Gross proceeds | 50,000 | ||||||||
Unamortized discount | 6,510 | 0 | |||||||
Legal fees | 4,250 | ||||||||
Amortization of discounts | $ 10,760 | ||||||||
Interest rate | 13% | ||||||||
Maturity date | Mar. 11, 2024 | ||||||||
Debt periodic payment | $ 7,629 | ||||||||
Note payable balance | 42,262 | ||||||||
Convertible Note [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | 56,962 | ||||||||
Gross proceeds | 50,000 | ||||||||
Unamortized discount | 2,712 | 0 | |||||||
Legal fees | $ 4,250 | ||||||||
Interest rate | 8% | ||||||||
Maturity date | Apr. 11, 2024 | ||||||||
Note payable balance | 94,439 | ||||||||
August Promissory Note [Member] | Diagonal Lending 1800 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt periodic payment frequency | monthly payments | ||||||||
Debt face amount | $ 71,450 | ||||||||
Gross proceeds | 60,000 | ||||||||
Unamortized discount | 7,200 | 0 | |||||||
Legal fees | $ 4,250 | ||||||||
Interest rate | 13% | ||||||||
Maturity date | May 24, 2024 | ||||||||
Debt periodic payment | $ 8,971 | ||||||||
Note payable balance | 99,529 | ||||||||
April Promissory Notes [Member] | Securities Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | $ 60,000 | ||||||||
Gross proceeds | $ 60,000 | ||||||||
Interest rate | 10% | ||||||||
Maturity date | May 26, 2023 | ||||||||
Note payable balance | 60,000 | ||||||||
April Promissory Notes [Member] | Promissory Note Purchase Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt face amount | $ 57,502 | ||||||||
Gross proceeds | $ 57,502 | ||||||||
Interest rate | 10% | ||||||||
Maturity date | May 26, 2023 | ||||||||
Note payable balance | $ 57,502 | ||||||||
Edge Mode [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Outstanding note payable amount | $ 35,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details - Fair value of derivative liabilities) | 3 Months Ended |
Mar. 31, 2024 USD ($) shares | |
Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability fair value | $ | $ 285,733 |
Number of shares issued upon conversion, exercise, or satisfaction | shares | 176,373,841 |
Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Derivative liability fair value | $ | $ 1,542 |
Number of shares issued upon conversion, exercise, or satisfaction | shares | 9,530,000 |
Measurement Input, Price Volatility [Member] | Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 203.89% |
Measurement Input, Price Volatility [Member] | Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 151.16% |
Measurement Input, Expected Dividend Rate [Member] | Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 0% |
Measurement Input, Expected Dividend Rate [Member] | Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 0% |
Measurement Input, Risk Free Interest Rate [Member] | Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 5.03% |
Measurement Input, Risk Free Interest Rate [Member] | Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 4.40% |
Measurement Input, Expected Term [Member] | Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 1 year |
Measurement Input, Expected Term [Member] | Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 2.25-3 years |
Measurement Input, Share Price [Member] | Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 0.0022 |
Measurement Input, Share Price [Member] | Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 0.0022 |
Measurement Input, Exercise Price [Member] | Conversion Option [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | $0.0014-0.01 |
Measurement Input, Exercise Price [Member] | Warrants [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Valuation of derivative | 0.5 |
Derivative Liabilities (Detail
Derivative Liabilities (Details - Change in the fair value of derivative liabilities) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Derivative Liabilities | |
Fair value of derivative liability, beginning | $ 197,090 |
Fair value on the date of issuance related to principal default | 0 |
Fair value on the date of issuance related to warrants issued | 0 |
Change in fair value of derivatives | 90,185 |
Fair value of derivative liability, ending | $ 287,275 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details Narrative) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Derivative Liabilities | |
Gain on derivative liabilities | $ 90,185 |
Cryptocurrency Assets (Details)
Cryptocurrency Assets (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Other Liabilities Disclosure [Abstract] | |
Cryptocurrency, beginning balance | $ 32 |
Loss on cryptocurrency | 0 |
Cryptocurrency, ending balance | $ 32 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Feb. 08, 2022 shares |
Commitments and Contingencies Disclosure [Abstract] | |
Stock options contested, shares | 137,473 |