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 raise 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 $23,345,463 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 $22,385,917 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.







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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 raise 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 Company 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 these payment requirements or that we will be successful raising capital to meet our working capital requirements.





Summary of cash flows



                                             March 31, 2022       March 31, 2021

Net cash (used) in operating activities $ (1,109,921 ) $ (58,787 ) Net cash (used) in investing activities $ 399,140 $ (286,136 ) Net cash provided by financing activities $ 822,865 $ 601,475

During the 2022 Quarter and 2021 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 $23,626,491, offset by stock-based compensation of $22,385,917 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.











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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 activities 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 equipment notes payable of $220,999.

In the 2021 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 equipment notes payable of $214,361.

























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