Registrant’s telephone number, including area code: (707)687-9093

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the issuerregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 daysdays. Yes  ☒     No  ☐

x Yes    o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes  ☒     No  ☐

x Yes    o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.filer, smaller reporting company, or an emerging growth company. See definitionthe definitions of ‘‘“large accelerated filer,” “accelerated filer,” “smaller reporting company,” and large accelerated filer’’“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

o

Accelerated filer

o

Non-accelerated filer

o

Small reporting company

x

Emerging growth company

o

(Do not check if a smaller reporting company)

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐     No  ☒

xYes   o No

State the number of There were 383,858,340 shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:141,525,000 shares of $0.001 par valueregistrant’s common stock outstanding as of November 3, 2017.May 20, 2022. 

Transitional Small Business Disclosure Format Yes o Nox

TABLE OF CONTENTS

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Item 2.

Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Unless otherwise indicated, references in this Quarterly Report on Form 10-Q references to “we,” “us,” and “our” are to the Company, unless the context requires otherwise. The following discussion and analysisCompany’s common stock held by our management of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim financial statements and the accompanying related notes included in this quarterly report and our audited financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K forsuch consultants. During the year ended December 31, 2016 filed2021, 4,700,000 shares of the Company's common stock were returned to the Company and cancelled. The technology granted to GST was carried on our balance sheet at zero value and the shares received were also recorded at no value. FWI was voluntarily dissolved on December 8, 2021. The ex-dividend date, record date and distribution date for the registered distribution of the GST Shares to the Company's shareholders, subject to FINRA clearance, is the following:

Ex-Dividend Date: 12/06/2021

Record Date: 12/07/2021

Distribution Date: 12/14/2021

Effective January 31, 2022 (the “Effective Time”), the Company, FWAV Acquisition Corp., a Wyoming corporation and wholly owned subsidiary of the Company (the “Acquisition Subsidiary”) and EdgeMode, a Wyoming corporation (“EdgeMode”) closed on the previously disclosed Agreement and Plan of Merger and Reorganization dated December 2, 2021 (the “Merger Agreement”). In accordance with the SecuritiesMerger Agreement, Acquisition Subsidiary merged with and Exchange Commission.

Cautionary Statement Regarding Forward-Looking Statements

This report may contain forward-looking statements withininto EdgeMode (the “Merger” or “Transaction”), with EdgeMode remaining as the meaning of Section 27Asurviving entity after the Merger and becoming a wholly owned subsidiary of the Securities ActCompany. In the Merger, the shares of common stock, no par value per share, of EdgeMode issued and Section 21Eoutstanding immediately prior to the Effective Time, represent 80% of the Securities Exchange Act, and we intend that such forward-looking statements be subjectCompany’s outstanding common stock on a fully diluted basis (or 313,950,672 shares of common stock). Furthermore, pursuant to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act, and we intend that such forward-looking statements be subject to the safe harbors created thereby. These forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Any such forward-looking statements would be contained principally in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors.” Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities and the effects of regulation. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “hopes,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss many of these risks in greater detail in “Risk Factors.” Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this report. You should read this report and the documents that we reference in this report and have filed as exhibits to the report completely and with the understanding that our actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Additional information concerning these and other risks and uncertainties is contained in our filings with the Securities and Exchange Commission, including the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016.

Unless otherwise indicated or the context otherwise requires, all references in this Form 10-Q to “we,” “us,” “our,” “our company,” “Wadena” or the “Company” refer to Wadena Corp.

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Overview

We have not realized any revenues to date and currently have no operations.  Effective July 11, 2017, we abandoned our business plan and discontinued operations of all business activity including those related to New Benefits, Inc. On August 3, 2015, we signed an agreement with New Benefits, Inc. to become one of its independent sales representatives. Our business was in the development and marketing a fixed digital gateway presence for Telehealth services through a diverse marketing strategy that highlights E-visits for doctor patient interaction through the internet that connects users with the desire to be treated.  As a result of discontinuing all of its previous operations, we have re-entered the development stage.

We are now an entity with no operations. As of the date hereof, we have not been successful in any of our prior business operations.

Historically, we were able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately.

Our management has been analyzing the various alternatives available to us to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis has included sourcing additional forms of financing to continue our business as is, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our business are not good without further financing.

We are focusing our preliminary merger/acquisition activities on potential business opportunities with established business entities for the merger of a target business with our company. In certain instances, a target business may wish to become a subsidiary of our company or may wish to contribute assets to our company rather than merge. We anticipate that any new acquisition or business opportunities by our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail.

In implementing a structure for a particular business acquisition or opportunity, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business. Upon the consummation of a transaction, it is likely that our present management will no longer be in control of our company and our existing business will close down. In addition, it is likely that our officers and directors will, as part of the terms of the acquisition transaction, resignMerger the Company’s sole shareholder of the Company’s preferred stock converted such shares into 1,000 shares of common stock.

Joseph Isaacs, the Company’s sole officer and be replaced by one or more new officersdirector resigned as an executive officer and directors.

We anticipate thatdirector. Pursuant to the selectionterms of the Merger Mr. Isaacs will provide services to the Company in a business opportunityconsultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095 shares of the Company’s common stock, vesting in which to participate will be complex and without certainty90 days, at an exercise price of success. Management believes that there are numerous firms in various industries seeking the perceived benefits of being a publicly registered corporation. Business opportunities$0.40 per share. The consulting agreement may be available in many different industriesterminated by the Company without cause after three months. In addition, Mr. Isaacs received a $250,000 cash bonus and at various stagesthe Company entered into a contract with a company owed by Joe Isaacs to perform services for total value of development, all$240,000. Charlie Faulkner and Simon Wajcenberg, the principals of which will makeEdgeMode, were appointed as directors and executive officers.

Simultaneously with the taskMerger, approximately $4,574,132 of comparative investigationprincipal and analysisinterest of such business opportunities extremely difficultoutstanding notes previously issued by the Company automatically converted into an aggregate of 18,296,528 shares of the Company’s common stock issued to 31 former noteholders. In addition, the Company has repaid approximately $988,000 of principal amount of notes. At the Effective Time the Company has nominal liabilities, excluding the debt and complex.liabilities of EdgeMode.

We may seekThe merger was accounted for as a business opportunityreverse merger, whereby EdgeMode was considered the accounting acquirer and became our wholly-owned subsidiary. In accordance with entities that have recently commencedthe accounting treatment for a “reverse merger”, the Company’s historical financial statements prior to the reverse merger has been replaced with the historical financial statements of EdgeMode prior to the reverse merger. The financial statements after completion of the reverse merger include the assets, liabilities, and results of operations or entities that wish to utilizeof the public marketplace in order to raise additional capital in order to expand business development activities, to develop a new product or service, or for other corporate purposes. We may acquire assetscombined company from and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

At this stage, we can provide no assurance that we will be able to locate compatible business opportunities, what additional financing we will require to complete a combination orafter the closing date of the reverse merger, with another business opportunity or whetheronly certain aspects of pre-consummation stockholders’ equity remaining in the opportunity's operations will be profitable.consolidated financial statements.

If we are unable to secure adequate capital to continue our business or alternatively, complete a merger or acquisition, our shareholders will lose some or allNOTE 2 – Summary of their investment and our business will likely fail.

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Other than as set out herein, we have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission.

THERE CAN BE NO ASSURANCES THAT NEGOTIATIONS WITH ANY PROSPECTIVE BUSINESS, INCLUDING BUT NOT LIMITED TO THE ENTITIES DISCUSSED ABOVE, WILL RESULT IN A MERGER WITH OUR COMPANY OR THAT SUCH MERGER WILL RESULT IN PROFITABILITY.

Criticalsignificant Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect (i) the amounts reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the datein the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actualfootnotes thereto. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Principals of consolidation

The accompanying consolidated financial statements include the accounts of Fourth Wave Energy, Inc. and the accounts of its 100% owned subsidiary, EdgeMode. All intercompany transactions and balances have been eliminated in consolidation.

Fair Value Measurements

Generally accepted accounting principles define fair value as the price that would be received to sell an asset or be paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price) and such principles also establish a fair value hierarchy that prioritizes the inputs used to measure fair value using the following definitions (from highest to lowest priority):

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

Revenue Recognition

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

The Company has entered into digital asset mining pools by executing contracts, as amended from time to time, with the mining pool operators to provide computing power to the mining pool. The contracts are terminable at any time by either party and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues), for successfully adding a block to the blockchain. The terms of the agreement provides that neither party can dispute settlement terms after thirty-five days following settlement. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm.

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

Fair value of the cryptocurrency award received is determined using the closing price of the related cryptocurrency on the day of receipt. There is currently no specific definitive guidance under GAAP or alternative accounting framework for the accounting for cryptocurrencies recognized as revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the Company’s consolidated financial position and results from operations.

Recent Accounting Pronouncements

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

NOTE 3 - Going Concern

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period.  Management evaluates these estimates and assumptions on a regular basis.  Actual results could differ from those estimates.

Results of Operations

We presently have no operations but our plan of operation is to identify and merge with a potential merger candidate/candidates to create new shareholder value and re-establish the Company going forward.

Results of Operations for the Three and Nine Months Ended September 30, 2017, Compared to Three and Nine Months Ended September 30, 2016.

General and administrative expenses totaled $14,779 for the three months ended September 30, 2017, compared to $14,311 for the three months ended September 30, 2016. General and administrative expenses totaled $49,806 for the nine months ended September 30, 2017, compared to $71,710 for the nine months ended September 30, 2016.  Operating expenses in 2017 and 2016 include legal and accounting costs, depreciation, and management fees.  

Net loss for the three months ended September 30, 2017 and 2016, was $8,783 and $14,697, respectively. Net loss for the nine months ended September 30, 2017 and 2016 was $44,582 and $72,868, respectively.  

Net cash used in operating activities for the nine months ended September 30, 2017 was $25,912 (2016 - $54,823).  Net cash flow from financing activities for the nine months ended September 30, 2017 was $33,500 (2016 - $61,000) due to loans from related and unrelated parties.

As a result of the above activities, we experienced a net increase in cash of $7,588 for the nine months ended September 30, 2017, compared to an increase of $6,177 or the nine months ended September 30, 2016. Cash at September 30, 2017 was $9,259 (December 31, 2016 - $1,671).

LIQUIDITY AND CAPITAL RESOURCES

We currently have a total accumulated deficit of $422,626 as of September 30, 2017, current assets of $10,829, and current liabilities of $402,055 as of September 30, 2017.

We do not presently generate any revenue from our abandoned business. In order to develop our business plan, we will require funds for working capital, mergers, and acquisitions.  We do not presently have any firm commitments for additional working capital and there are no assurances that such capital will be available to us when needed or

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upon terms and conditions which are acceptable to us. If we are able to secure additional working capital through the sale of equity securities, the ownership interests of our current stockholders will be diluted. If we raise additional working capital through the issuance of debt our future interest expense will increase.

Going Concern

The unaudited financial statements accompanying the report have beenare prepared on a going concern basis, which assumes that our company will be able to meet our obligationsbasis. The Company began operations in 2020 and continue our operations for our next fiscal year. Realization values may be substantially different from carrying values as shown and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should we be unableincurred a cumulative loss since inception. The Company’s ability to continue as a going concern. At September 30, 2017, we have not yet achievedis dependent upon management’s plan to raise additional funds and achieve profitable operations, have accumulated losses of $422,626 and expect to incur further losses in the development of our business, all of whichoperations. These matters raise substantial doubt about ourthe Company’s ability to continue as a going concern. Our abilityThe financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concernconcern.

NOTE 4 – Reverse Merger Transaction

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

Prior to the Merger, EdgeMode was authorized to issue 300,000 shares of preferred stock with no par value per share, of which 261,438 were designated as Series Seed Preferred Stock (“Series Seed Preferred”) which were accounted for as mezzanine equity. Immediately prior to the Merger, the holders of the Series Seed Preferred stock converted the shares and accrued dividends into 127,207 shares of EdgeMode common stock.

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

NOTE 5 – Related Party Transactions

Pursuant to the terms of the Merger Mr. Isaacs will provide services to the Company in a consultancy capacity at a fee of $11,500 per month and has been issued a stock option grant to purchase up to 19,987,095 shares of the Company’s common stock, vesting in 90 days, at an exercise price of $0.40 per share. The consulting agreement may be terminated by the Company without cause after three months. In addition, Mr. Isaacs received a $250,000 cash bonus and the Company entered into a contract with a company owed by Joe Isaacs to perform services for total value of $240,000.

NOTE 6 - Prepaid Hosting Services

Prepaid hosting services are amounts paid to secure the use of data hosting services at a future date or continuously over one or more future periods. When the prepaid hosting services are eventually consumed, they are charged to expense. As of March 31, 2022 the company has prepaid a total of $1,586,297 which the company expects to begin using during the third quarter of 2022.

Prior to the merger, the Company entered into additional service contracts with Mr. Isaacs, which as of March 31, 2022 had a value of $31,543 to be expense over the remaining service period.

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 dependent uponremoved from its respective accounts and the net difference less any amount realized from disposition, is reflected in earnings. Expenditures for maintenance and repairs which do not extend the useful lives of the related assets are expensed as incurred.

As of March 31, 2022 and 2021 fixed assets were made up of the following: 

Total depreciation expense for the three months ended March 31, 2022 and 2021, was $313,883 and $37,105 respectively.

As of March 31, 2022 the company had $2,108,162 of equipment that is not yet in service. The company expects to place the equipment into service beginning in September 2022.

NOTE 8 – Equity

The Company has authorized 500,000,000 shares of common stock, par value of $0.001, and as of March 31, 2022 has issued 383,808,340shares of common stock. All of the common shares have the same voting rights and liquidation preferences.

Preferred shares

We are authorized to issue 5,000,000 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. In connection with the Transaction, the only outstanding preferred stock was converted into common stock. As of the date of this report, there are no outstanding shares of preferred stock.

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

Common shares

During the three months ended March 31, 2022, the Company issued 1,574,394 common shares for cash and cryptocurrency proceeds of $555,014. In connection with the stock purchases, the Company issued warrants to purchase 300,000 shares of common stock with an exercise price of $0.50, which expire five years from the date of grant.

During the three months ended March 31, 2022, the Company received $158,850 in cash proceeds from the sale of common shares that were classified as subscription receivables as of December 31, 2021.

On November 1, 2021, the Company entered into a four month consulting agreement for investor relation services. Upon signing the agreement, the Company agreed to pay the consultant 250,000 shares of common stock. The shares were valued at $0.36 the closing price of the Company’s stock on date of issuance for a total of $90,000, which was recorded in additional paid in capital. During the three months ended March 31, 2022, the Company recognized the remaining $44,875 of expense according to the service period of the consulting agreement.

Stock Options

During the three months ended March 31, 2022, the Company issued a stock option grant to purchase up to 19,987,095 shares of the Company’s common stock, vesting in 90 days, at an exercise price of $0.40 per share. The Company used the black-scholes option pricing model to value the options and determined a fair value of $6,809,498 and expensed $4,539,665 during the three months ended March 31, 2022. As of March 31, 2022, the Company has $849,996 of value remaining which is being disputed as discussed in Note 11 and $2,269,833 of remaining amortization to be expensed pursuant to the vesting terms.

The following table summarizes the stock option activity for the three months ended March 31, 2022: 

As of March 31, 2022, the Company had 0 stock options that were exercisable and 137,473 that are in dispute. The weighted average remaining life of all outstanding stock options was 4.81 years as of March 31, 2021. Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option and the fair value of the Company’s common stock for stock options that were in-the-money at period end. As of March 31, 2022, the intrinsic value for the options vested and outstanding was $0 and $34,368, respectively.

Stock Warrants

In connection with the convertible promissory notes issued prior to the merger, the Company issued warrants to purchase 1,230,000 shares of common stock with an exercise price of $0.50, which expire five years from the date of grant.

The following table summarizes the stock warrant activity for the three months ended March 31, 2022:

NOTE9 - Notes Payable

Notes Payable

Pursuant to the merger agreement, the Company acquire outstanding note payables in the amount of $35,000. These loans were advanced as due on demand and no communication has been received from the original lenders.

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

Equipment Notes Payable

In February 2021, the Company entered into a financing agreement whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreement required a down payment of $199,800 and 24 equal monthly payments of $32,760. The Company used a 15% discount rate to determine the net present value of the loan value of $871,519. The balance of the loan as of March 31, 2022 is $336,266.

In May 2021, the Company entered into a financing agreement whereby the Company agreed to purchase assets related to its crypto mining operations. The financing agreement required a down payment of $299,808, the first month payment of $79,056 and 23 equal monthly payments of $39,528. The Company used a 15% discount rate to determine the net present value of the loan value of $1,148,237. The balance of the loan as of December 31, 2021 is $507,663.

In July 2021, the Company entered into a financing agreement whereby the company agreed to purchase assets related to its crypto mining operations. The financing agreement required a down payment of $100,800 and 24 equal monthly payments of $15,660. The Company used a 15% discount rate to determine the net present value of the loan value of $421,835. The balance of the loan as of December 31, 2021 is $227,270.

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

NOTE 10 – Cryptocurrency Assets

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

NOTE 11 – Commitments and Contingencies

Legal Contingencies

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

NOTE 12 - Subsequent Events

On May 17, 2022 the Company sold 50,000 shares of restricted common stock to an accredited investor at a purchase price of $0.50 per share for gross proceeds of $25,000 under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. The Company did not pay any fees or commissions. The proceeds shall be used for working capital.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes thereto, and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q and the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and the annual financial statements of Edgemode filed with the SEC on Form 8-K. The following discussion and analysis compares our consolidated results of operations for the three months ended March 31, 2022 (the “2022 Quarter”) with those for the three months ended March 31, 2021 (the “2021 Quarter”).  Additionally, the twelve months ending December 31, 2022 are referred to as “Fiscal 2022.”

Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements”, as such term is used within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding expanding our business and our liquidity as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "will likely result," and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, our ability to generate future profitableraise capital to buy the machines we have commitments to purchase and those discussed under the caption "Risk Factors" in our Form 10-K for the year ended December 31, 2021 and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Business Overview

We are an early-stage cryptocurrency mining. Although Edgemode, our new wholly-owned subsidiary, has historically mined Ethereum, we are now focused on expanding the operations by mining Bitcoin which we anticipate to begin mining Bitcoin in the second half of 2022.

Critical Accounting Policies and Estimates

We discuss the material accounting policies that are critical in making the estimates and judgments in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, under the caption “Management’s Discussion and Analysis—Critical Accounting Policies and Estimates”. There has been no material change in critical accounting policies or estimates during the period covered by this report.

Recent Accounting Pronouncements

For information on recent accounting pronouncements and impacts, see Note 1 to the unaudited condensed consolidated financial statements.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2022 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2021

Our revenues for the 2022 Quarter was $271,119 compared to $68,376 for the 2021 Quarter. The reason for the increase was the Company began operations in March of 2021 for one month of initial operations versus having a full quarter of operations for the 2022 quarter.

Our cost of revenues for the 2022 Quarter was $423,770 compared to $77,481 for the 2021 Quarter. The reason for the increase was the Company began operations in March of 2021 for one month of initial operations versus having a full quarter of operations for the 2022 quarter.

Our operating expenses for the 2022 Quarter was $5,544,086 compared to $86,002 for the 2021 Quarter. The reason for the increase was the company began operations in March of 2021 for one month of initial operations versus having a full quarter of operations for the 2022 Quarter. In the 2022 Quarter, the Company incurred stock-based compensation expense of $4,584,540 compared to $6,750 for the 2021 Quarter.

Our other expenses for the 2022 Quarter was $128,377 compared to $12,631 for the 2021 Quarter. The reason for the increase was an increase in interest expense from additional loans as well as an increased loss on cryptocurrencies due to increased transactions and changes in market prices.

LIQUIDITY AND CAPITAL RESOURCES

As of May 16, 2022, the Company had approximately $150,000 of cash. Our liquidity is primarily derived from selling the crypto that we mine, and debt and equity investments from accredited investors. To grow the business and help fund operations for the next 12 months, the Company is seeking to raise $60 million in equity capital through private placements. The Company has signed a non-binding term sheet for a $400 million debt facility which it hopes to complete by the end of the second quarter ending June 30, 2022. We can provide no assurances that any such financings will be successful, nor will they be on terms that we can agree on.

The Company has signed $300 million in hardware purchase orders. Completion on the $400 million debt facility is required in order to make payment on these purchase orders. We can provide no assurance to investors that we will have access to such a large amount of capital and if so that it will be available on terms that we would accept. In such event, the Company may incur significant and/or shareholders will suffer large dilution.

If we fail to obtainraise sufficient additional funds when needed or do not have sufficient cash flows from mining, we may be required to scale back our plan of operations.

The Company has approximately $2.3 million of debt for equipment that the necessary financingCompany is currently mining of which approximately $1.4 million is due in 2022 and $850,000 is due in 2023. Additionally, we have a significant amount funds committed to the purchase of new Bitcoin miners. We can provide no assurance that we will have the ability to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considersthese payment requirements or that we 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.

There are no assurances that we will be able to obtain further funds required for our continued operations. We are pursuing various financing alternativessuccessful raising capital to meet our immediateworking capital requirements.

Summary of cash flows

During the 2022 Quarter and long-term financial requirements. There can be no assurance that additional2021 Quarter, our sources and uses of cash were as follows:

Operating Activities

During the 2022 Quarter, cash used in operating activities of $1,109,921 primarily resulted from its net loss of $5,797,205, offset by stock-based compensation of $4,584,540 and loss on cryptocurrency transactions of $124,529.

During the 2021 Quarter, cash used in operating activities of $58,787 primarily resulted from its net loss of $107,738 offset by stock-based compensation of $6,750 and loss on cryptocurrency transactions of $20,708.

Investing Activities

Cash provided by investing activities in the 2022 Quarter of $399,140 resulted from the $743,513 cash acquired from the reverse merger acquisition and the proceeds of $26,603 from sale of cryptocurrency assets, offset by the purchase of equipment of $370,976.

Cash used in investing activities in the 2021 Quarter of $286,136 resulted from proceeds of $26,603 from the sale of cryptocurrency assets, offset by the purchase of equipment of $334,305

Financing Activities

In the 2022 Quarter, cash used in financing will be available to us when needed or, if available, that it can be obtainedactivities of $822,865 consisted of $663,864 in net proceeds from the issuance of common shares, $380,000 in proceeds from the issuance of notes payable, offset by payments on commercially reasonable terms. If we are not able to obtainequipment notes payable of $220,999.

In the additional2021 Quarter, cash used in financing activities of $601,475 consisted of $266,495 in net proceeds from the sale of common shares, $334,980 in net proceeds from the sale of preferred shares, offset by payments on a timely basis, we will be forced to scale down or perhaps even cease the operationequipment notes payable of our business.$214,361.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Additional Information

We file reports and other materials with the Securities and Exchange Commission.  These documents may be inspected and copied at the Securities and Exchange Commission, Judiciary Plaza, 100 F Street, N.E., Room 1580, and Washington, D.C. 20549.  You can obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.  You can also get copies of documents that the Company files with the Commission through the Commission’s Internet site atwww.sec.gov. 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk 

Not required under Regulation S-K for “smaller reporting companies.”

applicable.

Item

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our Chief Executive Officer and Principal Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure. We are required to maintain “disclosure controls and procedures,procedures” as such term is defined in RulesRule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation as of the end of the period covered by this quarterly report. Based on this evaluation,report, our Chief Executive Officer and Principal Accountingour Chief Financial Officer have concluded as of September 30, 2017, that our disclosure controls and procedures were not effective suchto ensure that the information relating to our company, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Principal AccountingChief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our Chiefdisclosure as a result of material weaknesses in our internal control over financial reporting for the following reasons:

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Executive Officer concluded, basedWe will continue to monitor our internal control over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow. We do not, however, expect that the evaluation of the effectiveness of the disclosure controls and procedures by our management, that as of September 30, 2017,material weaknesses in our disclosure controls will be remediated until such time as we have added additional personnel, including additional accounting and procedures were not effective due to the material weaknesses described in Management's Report on Internal Controladministrative staff, allowing improved internal control over Financial Reporting as reported in our Form 10-K for the year ended December 31, 2016, including material weaknesses of:  (i) lack of segregation of incompatible duties; and (ii) insufficient Board of Directors representation.financial reporting.

Changes in Internal Controls overControl Over Financial Reporting

. There have beenwere no changes in our internal controlscontrol over financial reporting (asas defined in Rule 13a-15(f) and 15d-(f) ofRule 15d-15(f) under the Exchange Act)Act that occurred during the our last fiscal quarter to whichperiod covered by this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II —II. OTHER INFORMATION

Item 1.

Legal Proceedings

We are subject fromFrom time to time, the Company may become a party to litigation, claims and suits arisinglegal actions or proceedings in the ordinary course of its business. As of September 30, 2017, weAt March 31, 2022, there were not a partyno such actions or proceedings, either individually or in the aggregate, that, if decided adversely to anythe Company’s interests, the Company believes would be material litigation, claimto its operation or suit whose outcome could have a material effect on our unaudited financial statements.

Item 1A.

Risk Factorscash flow.

Not required

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under Regulation S-Kthe circumstances, some level of risk and uncertainty will always be present. Our “Risk Factors” in the Form 10-K for “smaller reporting companies.”the fiscal year ended December 31, 2021 describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. There have been no material changes in our risk factors from those disclosed in the Form 10-K for the fiscal year ended December 31, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

There were no defaults upon seniorunregistered sales of the Company’s equity securities during the period ended September 30, 20172022 Quarter that were not previously disclosed in a Current Report on Form 8-K.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None

Item 6.

Exhibits

(a)

Exhibit(s)

14

None.

*Not Applicable.

Filed herewith.

None.

**

IncorporatedThe exhibits listed in the accompanying “Index to Exhibits” are filed or incorporated by reference to the Company’sas part of this Form S-1/A filed with the Securities and Exchange Commission on November 5, 2015.10-Q.

15

SIGNATURESSignatures

Pursuant to the requirements of theSecurities Exchange Act of 1934,, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereuntohereunto duly authorized.

DATED:   November 3, 2017Dated:  May 23, 2022

EXHIBIT INDEX

+     Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601 of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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