Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.





On March 3, 2023 the board of directors of Edgemode, Inc. (the "Company")
granted to each of Charlie Faulkner and Simon Wajcenberg, the Chief Executive
Officer and Chief Financial Officer of the Company, respectively, options to
purchase up to 77,000,000 shares of the Company's common stock at an exercise
price of $0.04 per share, exercisable for five years (the "Stock Options"). The
Stock Options shall each be a non-qualified option and shall become vested and
exercisable upon the Company closing on the purchase of at least $15 million of
crypto mining equipment.



In addition, on March 3, 2023, the Company amended stock option grants dated
September 12, 2022 to each of Charlie Faulkner and Simon Wajcenberg, the Chief
Executive Officer and Chief Financial Officer of the Company, respectively. The
amendment provides for the vesting to be only upon the closing of the purchase
of at least $15 million of crypto mining equipment.



The foregoing descriptions of the Stock Options and each amendment are qualified
in its entirety by the full text of each Stock Option and the amendment to stock
option grant, which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



                                                                                              Filed or
                                                              Incorporated by Reference       Furnished
Exhibit #               Exhibit Description                 Form       Date        Number     Herewith
  10.1        Stock Option Grant to Charlie Faulkner                                            Filed
            dated March 3, 2023
  10.2        Stock Option Grant to Simon Wajcenberg                                            Filed
            dated March 3, 2023
  10.3        Amendment to Charlie Faulkner Stock Option                                        Filed
            Grant dated January 25, 2023
  10.4        Amendment to Simon Wajcenberg Stock Option                                        Filed
            Grant dated January 25, 2023
   104      Cover Page Interactive Data File (embedded
            within the Inline XBRL document)














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