EDGM / EdgeMode, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 2, 2025 and effective August 20, 2025, by and between EDGEMODE, INC., a Nevada corporation, with headquarters located at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the “Company”) and CLEARTHINK CAPITAL PARTNERS, LLC, with its address at 210 West 77th Street, #7W,

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 4, 2025, by and between EDGEMODE, INC., a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have th

STRATA PURCHASE AGREEMENT

Exhibit 10.3 STRATA PURCHASE AGREEMENT THIS STRATA PURCHASE AGREEMENT (the “Agreement”), dated as of September 4, 2025, by and between EDGEMODE, INC., a Nevada corporation (the “Company”), and CLEARTHINK CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: Subject to the terms, conditions and limitations on the number of shares which may be sold set forth in this

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2025 Edgemode, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2025 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Num

CONVERTIBLE NOTE

Exhibit 10.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

THE ISSUE PRICE OF THIS NOTE IS $81,600.00 THE ORIGINAL ISSUE DISCOUNT IS $13,600.00

Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 Edgemode, Inc. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2025 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 15, 2025, by and between Edgemode, Inc., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-55647 Edgemode, Inc

Intellectual Property Agreement between SAPL and ACL dated August 31, 2024

Exhibit 10.10 INTELLECTUAL PROPERTY AND TRADE SECRETS PURCHASE AGREEMENT THIS AGREEMENT is made and entered into as of August 31, 2024, by and between: 1. Adler Capital Limited, a company incorporated and registered in Hong Kong with company number 68827254 and having its registered office at Room 3208, 32/F, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong ("Seller"); and 2. Synthesis Analytic

Executive Employment Agreement Effective April 7, 2025 between Edgemode, Inc. and Niclas Adler

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered this 7th day of April 2025 (the “Effective Date”) between Edgemode, Inc., a Nevada corporation (the “Corporation”) and Niclas Adler (the “Executive”). RECITALS WHEREAS, the Corporation, Synthesis Analytics Production Ltd, an England and Wales private limited company, and Adler Cap

Building Lease between SAPL and Marviken One dated December 27, 2024

Exhibit 10.6 AGREEMENT – LEASE OF DATACENTER AND OFFICE SPACE, MARVIKEN, SWEDEN THIS AGREEMENT is made and entered into December 27, 2024 by and between Marviken ONE AB (Company reg number 559223-1509) whose address is Kungsportsavenyen 26, Box 19055, 400 12 Göteborg, Sweden (hereinafter referred to as "Provider"), Synthesis Analytics Production Limited, (a company organised under the laws of Engl

Power Purchase Agreement between SAPL and Marviken One dated December 27, 2024, as amended on February 20, 2025

Exhibit 10.5 AGREEMENT – POWER PURCHASE AND LEASE OF ACCESS TO GRID CONNECTION FOR DATA CENTER PURPOSES THIS AGREEMENT is made and entered into December 27, 2024 by and between Marviken ONE AB (a company organised under the laws of Sweden with registered number 559223-1509) and having its registrered address at Kungsportsavenyen 26, Box 19055, 400 12 Göteborg, Sweden (hereinafter referred to as "P

Form of Amendment No. 1 to Executive Employment Agreement

Exhibit 10.3 AMENDMENT NO. 1 TO THE EXECUTIVE EMPLOYMENT AGREEMENT This Amendment No. 1 (the “Amendment”) to the Executive Employment Agreement (the “Agreement”) is entered into 7th April 2025 by and between Edgemode, Inc., a Nevada corporation (the “Company”) and Charles Faulkner, an individual (the “Employee”). All terms not otherwise defined herein shall have the same meaning as in the Agreemen

Cooling Agreement between SAPL and Marviken One dated December 27, 2024

Exhibit 10.8 AGREEMENT – ACCESS TO COOLING CAPACITY FOR DATA CENTER PURPOSES THIS AGREEMENT is made and entered into December 27, 2024 by and between Marviken ONE AB (a company organised under the laws of Sweden with registered number 559223-1509) and having its registrered address at Kungsportsavenyen 26, Box 19055, 400 12 Göteborg, Sweden (hereinafter referred to as "Provider"), and Synthesis An

Consultancy Agreement by and between AI Capital Mineco Limited and Edgemode, Inc. effective April 7, 2025

Exhibit 10.2 CONSULTANCY AGREEMENT This Consultancy Agreement (the “Agreement”) is made and entered into as of September 1, 2024, by and between: 1. AI Capital Mineco Limited, (a company organised under the laws of England and Wales with registered number 14322662) and having its registered address at Wenlock Road, London, England, N1 7GU (the “Consultant”); and 2. EdgeMode Inc (a company register

Certificate of Amendment Increase in Authorized Common Stock effective April 7, 2025

Exhibit 3.1 Business Entity - Filing Acknowledgement 04/03/2025 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2025040302533 - 4365554 20254798033 Amendment After Issuance of Stock 4/3/2025 1:14:00 PM 3 Indexed Entity Information: Entity ID: E0034092011 - 6 Entity Status: Active Entity Name: EdgeMode, Inc. Expiration Date: None Commercial Registered Agent CO

Property Purchase Agreement between SAPL and Marviken One dated December 4, 2024

Exhibit 10.7 Freehold Property Purchase Contract Under Swedish Law This Agreement is entered into on December 4, 2024, by and between: 1. Seller: Marviken TWO AB, a company incorporated under the laws of Sweden, with registration number 559223-1491, and registered office at Kungsportsavenyen 26, Box 19055, 400 12 Gothenburg, Sweden hereinafter referred to as the "Seller." 2. Buyer: Synthesis Analy

Form of Stock Option Grant

Exhibit 10.4 STOCK OPTION GRANT This STOCK OPTION GRANT dated as of 7th April, 2025 (the “Grant”) is delivered by Edgemode, Inc., a Nevada corporation (the “Company”) to , an (the “”). RECITALS A. The Board of Directors of the Company (the “Board”) has decided to make a stock option grant to as part of the consideration payable to pursuant to a (the “ Agreement”). B. The Board has approved the gra

5% Promissory Note issued by Synthesis Analytics Ltd. in favor of Marviken Two dated December 4, 2024

Exhibit 10.9 PROMISSORY NOTE Under Swedish Law This Loan Note ("Note") is issued on December 4, 2024, by: 1. Debtor (Buyer): Synthesis Analytics Production Limited, a company organised under the laws of England and Wales with registered number 14342669 and having its registered address at Wenlock Road, London, England, N1 7GU, hereinafter referred to as the "Debtor". 2. Creditor (Seller): Marviken

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Share Exchange Agreement effective April 7, 2025 by and between Edgemode, Inc., Synthesis Analytics Production Ltd. and Adler Capital Limited

Exhibit 2.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of April 7, 2025, is by and among Edgemode, Inc., a Nevada corporation (the “Parent”), Synthesis Analytics Production Ltd, an England and Wales private limited company (the “Company”), and Adler Capital Limited, a company registered in Hong Kong registered number 68827254, the sole shareholder of the Co

Amendment to Charles Faulkner Stock Option Grant dated April 2, 2025

Exhibit 10.2 EDGEMODE, INC. Attention: Charlie Faulkner, Optionee Re: Amendment to Option Grants Dear Optionee, Edgemode, Inc. (the “Company”) in consideration of the Optionee’s agreement to convert $50,000 of Optionee’s accrued salary payable under his Company employment agreement hereby amends each of his options to purchase up to: (1) 31,979,352 shares of the Company’s common stock dated Januar

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amendment to Simon Wajcenberg Stock Option Grant dated April 2, 2025

Exhibit 10.1 EDGEMODE, INC. Attention: Simon Wajcenberg, Optionee Re: Amendment to Option Grants Dear Optionee, Edgemode, Inc. (the “Company”) in consideration of the Optionee’s agreement to convert $50,000 of Optionee’s accrued salary payable under his Company employment agreement hereby amends each of his options to purchase up to: (1) 31,979,352 shares of the Company’s common stock dated Januar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55647 CUSIP NUMBER 35131P102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement EDGEMODE, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement EDGEMODE, INC.

Certificate of Designation of Series C Preferred Stock

Exhibit 3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES C PREFERRED STOCK It is hereby certified that: 1. The name of the Corporation (hereinafter called the “Corporation”) is Edgemode, Inc. a Nevada corporation. 2. The Articles of Incorporation of the Corporation authorize the issuance of 5,000,000 shares of preferred stock, $0.001 par value per share, 5,000,000 of

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Simon Wajcenberg Conversion Letter dated February 20, 2025

Exhibit 10.2 EDGEMODE, INC. Attention: Simon Wajcenberg Re: Salary Conversion Dear Executive, Edgemode, Inc. (the “Company”) in partial consideration of the Executive’s agreement to convert $769,989 of accrued salary (the “Conversion Amount”) under such agreement hereby issues Executive 256,660,163 shares of restricted common stock of the Company (the “Conversion Shares”) and the Executive accepts

Amendment to Simon Wajcenberg Stock Option Grant dated February 20, 2025

Exhibit 10.4 EDGEMODE, INC. Attention: Simon Wajcenberg Re: Amendment to Stock Options Dear Optionee, Edgemode, Inc. (the “Company”) in partial consideration of the Optionee’s agreement to convert $769,989 of his accrued salary payable under his Company employment agreement hereby amends that certain (1) option to purchase up to 76,619,603 shares of the Company’s common stock at an exercise price

Master Services Agreement with Cudo Ventures

Exhibit 10.1 Confidential EdgeMode Inc Master Services Agreement Version dated: 27th December 2024 Master Services Agreement Particulars January 21, 2025 Date EdgeMode Inc (incorporated in Nevada with tax ID 47 - 4046237) whose registered office is at 110, East Broward Blvd, Fort Lauderdale, FL 33301 Service Provider [email protected] Service Provider’s E - mail Address CUDO Ventures LTD (incorpor

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Num

Charles Faulkner Conversion Letter dated February 20, 2025

Exhibit 10.3 EDGEMODE, INC. Attention: Charlie Faulkner Re: Salary Conversion Dear Executive, Edgemode, Inc. (the “Company”) in partial consideration of the Executive’s agreement to convert $769,989 of accrued salary (the “Conversion Amount”) under such agreement hereby issues Executive 256,660,163 shares of restricted common stock of the Company (the “Conversion Shares”) and the Executive accepts

Amendment to Charles Faulkner Stock Option Grant dated February 20, 2025

Exhibit 10.5 EDGEMODE, INC. Attention: Charlie Faulkner Re: Amendment to Stock Options Dear Optionee, Edgemode, Inc. (the “Company”) in partial consideration of the Optionee’s agreement to convert $769,989 of his accrued salary payable under his Company employment agreement hereby amends that certain (1) option to purchase up to 76,619,603 shares of the Company’s common stock at an exercise price

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (AMENDMENT NO. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-55647 Edgemode, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-1652958 CUSIP NUMBER 35131P102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2024 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDGE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-1652958 CUSIP NUMBER 35131P102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Edgemode, Inc. Form 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMM

Insider Trading Policy

Exhibit 19.1 MEMORANDUM TO: All Insiders FROM: Simon Wajcenberg, Chief Financial Officer DATE: April 26, 2024 RE: Insider Trading Policy ====================================================================== We believe that the best way to protect Edgemode, Inc. (the “Company”) and its executive officers, directors and employees from potential liability from the insider trading under the federal s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-55647 Edgemode, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55647 CUSIP NUMBER 35131P102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDGE

Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective August 4, 2023

Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective August 4, 2024

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 2, 2023, by and between Edgemode, Inc., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexan

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2023 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDG

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-5

Form of Promissory Note

Exhibit 10.2 PROMISSORY NOTE FOR VALUE RECEIVED, EdgeMode Inc. (the “Maker”), with its primary offices located at 110 E. Broward Blvd., Suite 1700, Fort Lauderdale, FL, 33301, promises to pay to the order of (the “Holder”), with its primary offices or home located at upon the terms set forth below, the principle sum of US Dollars ($ ) (“Principal Sum”) together with interest at an annual rate of 1

Form of Securities Purchase Agreement for purchase of Promissory Note

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 2023, by and between Edgemode Inc., a Nevada corporation, with its address at 110 E Broward, Suite 1700, Ft Lauderdale, FL, 33301 (the “Company”), and with an address at (including its successors and assigns, the “Investor”) WHEREAS: A. The Company and the Investor are executing and d

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Edgemode, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2023 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number

Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC effective April 20, 2023 for purchase of Promissory Note

EX-10.1 2 edgemodeex1001.htm SECURITIES PURCHASE AGREEMENT BETWEEN EDGEMODE, INC. AND 1800 DIAGONAL LENDING LLC EFFECTIVE APRIL 20, 2023 FOR PURCHASE OF PROMISSORY NOTE Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 11, 2023, by and between Edgemode, Inc., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700,

Securities Purchase Agreement between Edgemode, Inc. and 1800 Diagonal Lending LLC dated April 20, 2023 for purchase of Convertible Promissory Note

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 11, 2023, by and between Edgemode, Inc., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexan

Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023

EX-10.2 6 edgemodeex1002.htm PROMISSORY NOTE ISSUED BY EDGEMODE, INC. IN FAVOR OF 1800 DIAGONAL LENDING LLC EFFECTIVE APRIL 20, 2023 Exhibit 10.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED

Convertible Promissory Note issued by Edgemode, Inc. in favor of 1800 Diagonal Lending LLC effective April 20, 2023

EX-10.4 8 edgemodeex1004.htm CONVERTIBLE PROMISSORY NOTE ISSUED BY EDGEMODE, INC. IN FAVOR OF 1800 DIAGONAL LENDING LLC DATED APRIL 20, 2023 Exhibit 10.4 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 Edgemode, Inc. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-55647 Edgemode, Inc

Code of Ethics and Business Conduct

Exhibit 14.1 EdgeMode, Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1 The Board of Directors of EdgeMode, Inc. (together with its subsidiaries, the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accurat

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization EdgeMode Wyoming

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55647 CUSIP NUMBER 35131P102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023

EX-10.4 5 edgemodeex1004.htm AMENDMENT TO SIMON WAJCENBERG STOCK OPTION GRANT DATED JANUARY 25, 2023 Exhibit 10.4 EDGEMODE, INC. March 3, 2023 Attention: Simon Wajcenberg Re: Amendment to Stock Option Grant dated September 12, 2022 Dear Charlie, This Amendment amends that certain Stock Option Grant dated September 12, 2022 (the “Option”) of an option to purchase 76,619,603 shares of EDGEMODE, INC.

Stock Option Grant to Charlie Faulkner dated March 3, 2023

Exhibit 10.1 STOCK OPTION GRANT This STOCK OPTION GRANT, dated as of March 3, 2023 is delivered by EdgeMode, Inc., a Nevada corporation (the “Company”) to Charles Faulkner (the “Employee”). RECITALS A. The Employee is employed by the Company and Board of Directors of the Company (the “Board”) has decided to make a stock option grant to Employee for services to the Company. B. The Board has approve

Stock Option Grant to Simon Wajcenberg dated March 3, 2023

Exhibit 10.2 STOCK OPTION GRANT This STOCK OPTION GRANT, dated as of March 3, 2023 is delivered by EdgeMode, Inc., a Nevada corporation (the “Company”) to Simon Wajcenberg (the “Employee”). RECITALS A. The Employee is employed by the Company and Board of Directors of the Company (the “Board”) has decided to make a stock option grant to Employee for services to the Company. B. The Board has approve

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023

Exhibit 10.3 EDGEMODE, INC. March 3, 2023 Attention: Charlie Faulkner Re: Amendment to Stock Option Grant dated September 12, 2022 Dear Charlie, This Amendment amends that certain Stock Option Grant dated September 12, 2022 (the “Option”) of an option to purchase 76,619,603 shares of EDGEMODE, INC. (formerly known as Fourth Wave Energy, Inc.) (the “Company”) common stock. 1. Amendment. Section 2 o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 Edgemode, Inc. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State of Incorporation) (Commission File Number) (I.R.S. Employer N

Amendment to Simon Wajcenberg Stock Option Grant dated January 25, 2023

Exhibit 10.2 EDGEMODE, INC. January 25, 2023 Attention: Simon Wajcenberg Re: Amendment to Stock Option Grant dated January 31, 2022 Dear Simon, This Amendment amends that certain Stock Option Grant dated January 31, 2022 (the “Option”) of an option to purchase 31,979,352 shares of EDGEMODE, INC. (formerly known as Fourth Wave Energy, Inc.) (the “Company”) common stock. 1. Amendment. Section 1 of t

Amendment to Charlie Faulkner Stock Option Grant dated January 25, 2023

EX-10.1 2 edgemodeex1001.htm AMENDMENT TO CHARLIE FAULKNER STOCK OPTION GRANT DATED JANUARY 25, 2023 Exhibit 10.1 EDGEMODE, INC. January 25, 2023 Attention: Charlie Faulkner Re: Amendment to Stock Option Grant dated January 31, 2022 Dear Charlie, This Amendment amends that certain Stock Option Grant dated January 31, 2022 (the “Option”) of an option to purchase 31,979,352 shares of EDGEMODE, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2023 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647

Series B Preferred Stock Purchase Agreement, effective as of September 28, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC

Exhibit 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of September 26, 2022, by and between EDGEMODE, INC. f/k/a FOURTH WAVE ENERGY, INC., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the ?Company?), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability com

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 28, 2022 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State of Incorporation) (Commission File Number) (I.R.S. Employer

Common Stock Purchase Agreement between EdgeMode, Inc. and Alumni Capital LP dated September 19, 2022

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (the ?Agreement?), dated as of September 19, 2022 (the ?Execution Date?), is entered into between Edgemode, Inc., a Nevada corporation (the ?Company?), and Alumni Capital LP, a Delaware limited partnership (the ?Investor?). RECITALS: WHEREAS, upon the terms and subject to the conditions contained herein, the Investor

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 19, 2022 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State of Incorporation) (Commission File Number) (I.R.S. Employer

Charlie Faulkner Stock Option Grant dated September 12, 2022

Exhibit 10.1 STOCK OPTION GRANT This STOCK OPTION GRANT, dated as of September 12, 2022 is delivered by EdgeMode, Inc., a Nevada corporation (the ?Company?) to Charles Faulkner (the ?Employee?). RECITALS A. The Employee is employed by the Company and Board of Directors of the Company (the ?Board?) has decided to make a stock option grant to Employee for services to the Company. B. The Board has ap

Simon Wajcenberg Stock Option Grant dated September 12, 2022

Exhibit 10.2 STOCK OPTION GRANT This STOCK OPTION GRANT, dated as of September 12, 2022 is delivered by EdgeMode, Inc., a Nevada corporation (the ?Company?) to Simon Wajcenberg (the ?Employee?). RECITALS A. The Employee is employed by the Company and Board of Directors of the Company (the ?Board?) has decided to make a stock option grant to Employee for services to the Company. B. The Board has ap

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 12, 2022 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State of Incorporation) (Commission File Number) (I.R.S. Employer

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2022 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Series B Preferred Stock Purchase Agreement, effective as of August 26, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC

Exhibit 10.1 SERIES B PREFERRED STOCK PURCHASE AGREEMENT This SERIES B PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement"), dated as of August 23, 2022, by and between EDGEMODE, INC. f/k/a FOURTH WAVE ENERGY, INC., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the "Company"), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability compan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-55647 EDGE

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 17, 2022 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Incorporation) (Commission File Number) (I.R.S. Employer No

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 edgemodeext.htm EXTENSION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-1652958 CUSIP NUMBER 35131P102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Tr

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2022 Edgemode, Inc. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Certificate of Designation of Series B Preferred Stock filed July 20, 2022

Exhibit 3.1 Business Entity - Filing Acknowledgement 07/20/2022 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2022071901087 - 2256753 20222490600 Certificate of Designation 7/19/2022 11:30:00 AM 15 Indexed Entity Information: Entity ID: E0034092011 - 6 Entity Status: Active Entity Name: EdgeMode, Inc. Expiration Date: None Commercial Registered Agent NEVADA

Series B Preferred Stock Purchase Agreement, dated as of July 18, 2022, by and between Edgemode, Inc. and 1800 Diagonal Lending LLC

Exhibit 10.1 SERIES A PREFERRED STOCK PURCHASE AGREEMENT This SERIES A PREFERRED STOCK PURCHASE AGREEMENT (the ?Agreement?), dated as of July 18, 2022, by and between EDGEMODE, INC. f/k/a FOURTH WAVE ENERGY, INC., a Nevada corporation, with its address at 110 E. Broward Blvd., Suite 1700, Ft. Lauderdale, FL 33301 (the ?Company?), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company,

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2022 FOURTH WAVE ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-34780 FOU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 fourthwavent10q.htm FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-1652958 CUSIP NUMBER 35131P102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

DEF 14A 1 fwavedef14a.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.4 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of EdgeMode, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of EdgeMode, Inc. (the Company) as of December 31, 2021 and December 31, 2020, the related statements of operations, stockholders? equity, and cash flows for the years ended December 31,

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

PRE 14A 1 fourthwavepre14a.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by Registrant þ Filed by Party other than Registrant ¨ Check the appropriate box: þ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2022 FOURTH WAVE ENERGY, INC. (Exact name of registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or Other Jurisdiction of Incorporation) (Commission F

Amendment No. 1 to the Bylaws

Exhibit 3.1 Amendment No. 1 to the Bylaws Section 3.11 is deleted in its entirety and the following is inserted in its place: 3.11 Manner of Acting. If a quorum is present, action other than the election of directors is approved if the votes cast in favor of the action exceed the votes cast against the action on the subject matter shall be the act of the stockholders, unless the vote of a greater

Description of Securities

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized Capital Stock The total number of stock authorized that may be issued by Fourth Wave Energy, Inc. (the ?Company?) is 950,000,000 shares of common stock with a par value of $0.001 per share and 4,999,000 shares of preferred stock with a par value of $0.001. Common Stock The total numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021 OR ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER: 000-55647 Fourth Wave E

List of Subsidiaries

Exhibit 21.1 SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization EdgeMode Wyoming

Certificate of Incorporation, as Amended and Restated

Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF FOURTH WAVE ENERGY, INC. Fourth Wave Energy, Inc., (the ?Corporation?), a corporation incorporated under the laws of the State of Nevada on January 21, 2011, Nevada Business Identification Number NV20111048323, hereby amends and restates its Articles of Incorporation pursuant to the provisions of Section 78.207 and Section 78.403 of the

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25

NT 10-K 1 fourthwaveext.htm NOTICE OF LATE FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-55647 CUSIP NUMBER 35131P102 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ? Preliminary Information Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ? Definitive Information Statement FOURTH WAVE ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

PRE 14C 1 fwavepre14c.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definiti

FWAV / FOURTH WAVE ENERGY INC / Dixon Christina Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Fourth Wave Energy, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 35131P102 (CUSIP Number) January 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

FWAV / FOURTH WAVE ENERGY INC / Faulkner Charles Thomas - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ——————— SCHEDULE 13D ——————— Under the Securities Exchange Act of 1934 Fourth Wave Energy, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 35131P102 (CUSIP Number) Charles Faulkner 350 North Orleans Street, Suite 9000N Chicago, IL 60654 (707) 687-9093 With copies to: Nason Yeager Gerson Harr

FWAV / FOURTH WAVE ENERGY INC / Wajcenberg Simon Enrico - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? SCHEDULE 13D ??????? Under the Securities Exchange Act of 1934 Fourth Wave Energy, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 35131P102 (CUSIP Number) Simon Wajcenberg 350 North Orleans Street, Suite 9000N Chicago, IL 60654 (707) 687-9093 With copies to: Nason Yeager Gerson Harr

Fourth Wave Energy Inc. Closes Acquisition of EdgeMode and Enters Crypto Mining Industry Hardware and Hosting agreements secured to support growth strategy

Exhibit 99.1 Fourth Wave Energy Inc. Closes Acquisition of EdgeMode and Enters Crypto Mining Industry Hardware and Hosting agreements secured to support growth strategy Chicago, IL / February 8, 2022 / PR Newswire / Fourth Wave Energy, Inc. (OTCQB:FWAV) amends and restates in its entirety its press release dated February 7, 2022 which announced the closing of its acquisition of EdgeMode (EdgeMode)

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 7, 2022 FOURTH WAVE ENERGY, INC.

Compute North Master Agreement

Exhibit 10.5 MASTER AGREEMENT This Master Agreement (the ?Agreement?), dated 05/31/2021, is between Compute North LLC (?Compute North?) and EdgeMode Inc. (?Customer?). In consideration of the promises set forth below, the parties agree as follows: 1. Services. Subject to the terms and conditions of this Agreement, Compute North shall provide, and Customer shall pay for, the colocation, managed and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2022 FOURTH WAVE ENERGY, INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of EdgeMode Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of EdgeMode (the Company) for the year ended December 31 2020, and the related consolidated statements of operations, stockholders? deficit, and cash flows for the period of March

Certificate of Incorporation, As Amended

Exhibit 3.1 Certifie d Copy 11/19/2021 09:25:15 AM Work Order Number: Reference Number: Through Date: Corporate Name: W2021111900430 - 1726483 20211904256 11/19/2021 09:25:15 AM Fourth Wave Energy, Inc. The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State

EdgeMode Balance Sheet

Exhibit 99.2 EdgeMode Balance Sheet (Unaudited) September 30, 2021 December 31, 2020 ASSETS Current assets: Cash $ 1,479,542 $ 62,435 Prepaid expenses and other current assets 30,670 ? Total current assets 1,510,212 62,435 Intangible assets - cryptocurrencies 206,392 ? Equipment, net 3,192,536 318,500 Total assets $ 4,909,140 $ 380,935 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Acco

Form of Executive Employment Agreement

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made and entered this day of January 2022 (the ?Effective Date?) between Fourth Wave Energy, Inc., a Nevada corporation whose principal place of business is (the ?Corporation?) and , an individual whose address is (the ?Executive?). RECITALS WHEREAS, the Executive served as an executive officer of

2CRSI Agreements

Exhibit 10.7 1 2 3

Trinity Mining Technologies

Exhibit 10.6 MASTER AGREEMENT This Master Agreement (the "Agreement"), dated July 20, 2021, is between Trinity Mining Technologies LLC ("Trinity Mining Technologies ") and EdgeMode Inc, ("Customer"). In consideration of the promises set forth below, the parties agree as follows: 1. Services. Subject to the terms and conditions of this Agreement, Trinity Mining Technologies shall provide, and Custo

Form of Note Conversion

Exhibit 10.4 NOTE CONVERSION AGREEMENT THIS NOTE CONVERSION AGREEMENT (the ?Agreement?) is made as of November , 2021 by and between Fourth Wave Energy, Inc., a Nevada corporation (the ?Company?), and (the ?Holder?). The Company and Holder are hereinafter each called a ?Party? and together, the ?Parties?. RECITALS A. Holder is the owner of that certain Promissory Note of the Company dated , 2021 i

Consulting Agreement - Isaacs

Exhibit 10.2 CONSULTING SERVICES AGREEMENT This Consulting Services Agreement (the ?Agreement?) is made as of January 31, 2022 (the ?Effective Date?), by and between FOURTH WAVE ENERGY, INC., a Nevada corporation with an address at 350 North Orleans Street, Suite 9000n, Chicago, IL 60654 (the ?Company?) and J. Jacob Isaacs, an individual with an address of 269 S. Beverly Drive, #460, Beverly Hills

Form of Option Agreement

Exhibit 10.3 STOCK OPTION GRANT This STOCK OPTION GRANT, dated as of January , 2022 is delivered by Fourth Wave Energy, Inc., a Nevada corporation (the ?Company?) to , an individual resident of (the ?Employee?). RECITALS A. The Board of Directors of the Company has decided to make a stock option grant to Employee as part of the consideration payable to Employee pursuant to an Employee Agreement be

BYLAWS WADENA CORP. (Nevada) TABLE OF CONTENTS

Exhibit 3.2 BYLAWS OF WADENA CORP. (Nevada) TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Business Office 1 1.2 Registered Office and Registered Agent 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 1 2.4 Cancellation of Outstanding Certificates and Issua

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.3 UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS On January 31, 2022, Fourth Wave Energy, Inc., (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 (the ?Merger Agre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER FOURTH WAVE ENERGY, INC. (Exact name of Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER FOURTH WAVE ENERGY, INC. (Exact name of Registrant as specified in its charter) Nevada 000-55647 47-4046237 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS

Letter from MaloneBailey, LLP to the SEC dated January 7, 2022

EX-16.1 2 fourthwaveex1601.htm LETTER FROM MALONEBAILEY, LLP TO THE SEC DATED JANUARY 7, 2022 EXHIBIT 16.1 January 7, 2022 U.S. Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 RE: Fourth Wave Energy, Inc. File No.: 000-55647 We have read the statements under item 4.01 of the Form 8-K to be filed with the Securities and Exchange Commission. We agree with statements per

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 FOURTH WAVE ENERGY, INC.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 10, 2021 FOURTH WAVE ENERGY, INC.

$770,000 Promissory Note issued by EdgeMode to Registrant dated December 10, 2021

EXHIBIT 10.1 $770,000.00 Dated as of December 10, 2021 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, EDGEMODE, a corporation incorporated under the laws of the State of Wyoming(the ?Company?), hereby promises to pay FOURTH WAVE ENERGY, INC., a corporation incorporated under the laws of the State of Nevada (the ?Holder?), the aggregate principa

Agreement and Plan of Merger and Reorganization

EX-2.1 2 fourthwaveex0201.htm AGREEMENT AND PLAN OF MERGER AND REORGANIZATION EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER AND REORGANIZATION Among FOURTH WAVE ENERGY, INC. a Nevada corporation, FWAV ACQUISITION CORP., a Wyoming corporation, And EDGEMODE, a Wyoming corporation December 2, 2021 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 1.1 The Merger 1 1.2 The Closing 1 1.3 Actions at the Closing 1

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 FOURTH WAVE ENERGY, INC.

Fourth Wave Energy Inc. Signs Merger Agreement to Acquire EdgeMode The Merger is Expected to Close in or Before January 2022 Upon the Completion of Ongoing Due Diligence and the Audit of EdgeMode

EXHIBIT 99.1 Fourth Wave Energy Inc. Signs Merger Agreement to Acquire EdgeMode The Merger is Expected to Close in or Before January 2022 Upon the Completion of Ongoing Due Diligence and the Audit of EdgeMode San Jose, CA / December 6, 2021 / Fourth Wave Energy, Inc. or the "Company"), (OTCQB:FWAV) announced today, that the Company has executed an agreement under which it will acquire EdgeMode in

Form of Escrow Agreement between certain October 2021 and November 2021 Lenders and Hart & Hart as Escrow Agent

Exhibit 10.3 FORM OF ESCROW AGREEMENT This Escrow Agreement dated this , 2021 ("Escrow Agreement"), is entered into by the persons signing this agreement (the "Investors") and Hart & Hart, LLC, Escrow Agent (?H&H?), collectively referred to herein as the ?Parties? and each a ?Party?), pertaining to Fourth Wave Energy, Inc. (the ?Company?). 1. ESTABLISHMENT OF ESCROW Each Investor agrees to deposit

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.9 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Promissory Note dated as of September 30, 2021 by Edgemode, Inc. to Fourth Wave Energy, Inc. in principal amount of $750,000

Exhibit 10.2 $750,000.00 Dated as of September 30, 2021 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, EDGEMODE, INC., a corporation incorporated under the laws of the State of [Jurisdiction] (the ?Company?), hereby promises to pay FOURTH WAVE ENERGY, INC., a corporation incorporated under the laws of the State of Nevada (the ?Holder?), the agg

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ? Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

Form of Note Conversion Agreement (November 2021)

Exhibit 10.6 FORM OF NOTE CONVERSION AGREEMENT THIS NOTE CONVERSION AGREEMENT (the ?Agreement?) is made as of , 2021 by and between Fourth Wave Energy, Inc., a Nevada corporation (the ?Company?), and (the ?Holder?). The Company and Holder are hereinafter each called a ?Party? and together, the ?Parties?. RECITALS A. Holder is the owner of that certain Promissory Note of the Company dated in the or

Convertible Promissory Note dated September 17, 2021 in the principal amount of $150,000

Exhibit 10.7 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Convertible Promissory Note dated September 21, 2021 in the principal amount of 110,000

Exhibit 10.8 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE

Form of Convertible Promissory Note (October 2021 and November 2021)

Exhibit 10.4 FORM OF CONVERTIBLE PROMISSORY NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFEC

Form of Waiver Agreement

Exhibit 10.11. FORM OF WAIVER AGREEMENT November , 2021 FOURTH WAVE ENERGY, INC. 75 E Santa Clara St., 6th Floor San Jose, CA 95113 Attn: J. Jacob Isaacs, Chief Executive Officer VIA ELECTRONIC MAIL Re: Waiver Dear Mr. Issacs: Reference is made to that certain Securities Purchase Agreement, dated as of , 2021 (the ?Purchase Agreement?), among Fourth Wave Energy, Inc., a Nevada corporation (the ?Co

Secured Convertible Promissory Note dated September 28,2021in the principal amount of $500,000

Exhibit 10.10 SECURED PROMISSORY NOTE DATE: September 28, 2021 MAKER: Fourth Wave Energy, Inc. 100 Garfie Suite 400 Denver, CO 80206 PAYEE: Eric Goldstein PRINCIPAL AMOUNT OF NOTE: $500,000.00 FOR VALUE RECEIVED, Maker promises and agrees to pay to Payee at the mailing address of Payee, or at such other place as Payee or any other holder hereof (collectively, the ?Holder?) may from time to time de

Form of Common Stock Purchase Warrant. (October 2021 and November 2021)

Exhibit 10.5 FORM OF COMMON STOCK PURCHASE WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD

Promissory Note dated as of October 21, 2021 by Edgemode, Inc. to Fourth Wave Energy, Inc. in principal amount of $100,000

Exhibit 10.1 $100,000.00 Dated as of October 21, 2021 PROMISSORY NOTE For value received, and on the terms and subject to the conditions set forth herein, EDGEMODE, INC., a corporation incorporated under the laws of the State of Wyoming (the ?Company?), hereby promises to pay FOURTH WAVE ENERGY, INC., a corporation incorporated under the laws of the State of Nevada (the ?Holder?), the aggregate pr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-55647 CUSIP NUMBER (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

Registration Statement - FORM S-1

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Registration Statement Under THE SECURITIES ACT OF 1933 FOURTH WAVE ENERGY, INC. (Exact name of registrant as specified in charter) Nevada 2080 467-4046237 (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) Fourth Wave Energy, Inc. 75 E. Santa Clara St., 6th Flo

Promissory Note dated August 6, 2020 in the principal amount of $390,000 payable to SRAX, Inc

EXHIBIT 10.5 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Amendments to Articles of Incorporation

BARBARA K. CEGAVSKE Secretary of State 202 North Carson St. Carson City, Nevada 89701-4201 (775) 884-5706 Website: nvsos.gov Filed in the Office of Document Number Barbara Cegavske 20150102673-27 Secretary of State Filing Date and Time State of Nevada 3/04/2015 7:42 AM Entity Number E0034092011-6 CERTIFICATE OF AMENDMENT Certificate of Amendment to the Articles of Incorporation For Nevada Profit C

Investment Agreement with Tysadco Partners, LLC

EXHIBIT 10.6 9 AMENDED PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the ?Agreement?), dated as of March 4, 2021, is entered into by and between FOURTH WAVE ENRGY, INC., a Nevada corporation (the ?Company?), and TYSADCO PARTNERS, LLC, a Delaware limited liability company (the ?Investor?). WHEREAS: Subject to the terms and conditions set forth in this Agreement, the Company wishes to sell to the Inve

Annual Report - FOURTH WAVE FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 q Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC. (Exact name of r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

Quarterly Report - QUARTERLY REPORT FOR PERIOD ENDED MARCH 31 2020

Converted by Wiklow Corporate Services Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2020 Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-20704

Annual Report - FORM 10-K/A FOR THE YEAR ENDED DECEMBER 31, 2019

Fourth Wave Energy Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PIRE / Pierre Corporation 10-K - Annual Report - ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2019

Pierre Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K q Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2019 q Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-207047 FOURTH WAVE ENERGY, INC.

Financial Statements and Exhibits, Other Events

Pierre Form 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 27, 2020 PIERRE CORP. (Exact name of Registrant as specified in its charter) Nevada 333-227286 (State or other jurisdiction (Commission File No.) (IRS Employ

EXHIBIT 99

Exhibit 99 EXHIBIT 99 MaloneBailey, LLP March 31, 2020 To the Board of Directors Pierre Corp.

Completion of Acquisition or Disposition of Assets

Pierre Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): March 16, 2020 PIERRE CORP. (Exact name of Registrant as specified in its charter) Nevada 333-227286 467-4046237 (State or other jurisdiction (Commission File No.) (IR

Promissory Note, dated April 25, 2019, in the principal amount of $27,500 and payable to Green Coast Capital International SA

EX-10.1 4 exhibit101.htm PROMISSORY NOTE NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

Promissory Note, dated November 14, 2019, in the principal amount of $85,000 and payable to Green Coast Capital International SA

EX-10.4 7 exhibit104.htm PROMISSORY NOTE NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

Promissory Note, dated June 4, 2019, in the principal amount of $55,000 and payable to Tangiers Global, LLC

EX-10.2 5 exhibit102.htm PROMISSORY NOTE Note: June 4, 2019 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

PIRE / Pierre Corporation S-1/A - - FORM S-1/A AMENDMENT NO. 1

Pierre Form S-1/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1/A AMENDMENT NO. 1 Registration Statement Under THE SECURITIES ACT OF 1933 PIERRE CORP. (Exact name of registrant as specified in charter) Nevada 2080 467-4046237 (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) Pierre Corp. 750 N. San Vincent

Amendments to Articles of Incorporation

EX-3.2 2 exhibit32.htm AMENDMENTS TO ARTICLES OF INCORPORATION BARBARA K. CEGAVSKE Secretary of State 102 North Carson St. Carson City, Nevada 89701-4201 (775) 884-5706 Website: nvsos.gov Filed in the Office of Document Number Barbara Cegavske 20150102673-272 Secretary of State Filing Date and Time State of Nevada 3/04/2015 7:42 am Entity Number E0034092011-6 CERTIFICATE OF AMENDMENT Certificate o

Promissory Note, dated November 9, 2019, in the principal amount of $27,500 and payable to Green Coast Capital International SA

EX-10.3 6 exhibit103.htm PROMISSORY NOTE NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

Promissory Note, dated June 4, 2019, in the principal amount of $55,000 and payable to Tangiers Global, LLC

EX-10.2 5 exhibit102.htm PROMISSORY NOTE Note: June 4, 2019 NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURS

Promissory Note, dated November 9, 2019, in the principal amount of $27,500 and payable to Green Coast Capital International SA

EX-10.3 6 exhibit103.htm PROMISSORY NOTE NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

PIRE / Pierre Corporation S-1 - Registration Statement - FORM S-1 REGISTRATION STATEMENT

Pierre Form S-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Registration Statement Under THE SECURITIES ACT OF 1933 PIERRE CORP. (Exact name of registrant as specified in charter) Nevada 2080 467-4046237 (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) Pierre Corp. 750 N. San Vincente, Suite 800 West We

Amendments to Articles of Incorporation

EX-3.2 2 exhibit32.htm AMENDMENTS TO ARTICLES OF INCORPORATION BARBARA K. CEGAVSKE Secretary of State 102 North Carson St. Carson City, Nevada 89701-4201 (775) 884-5706 Website: nvsos.gov Filed in the Office of Document Number Barbara Cegavske 20150102673-272 Secretary of State Filing Date and Time State of Nevada 3/04/2015 7:42 am Entity Number E0034092011-6 CERTIFICATE OF AMENDMENT Certificate o

Promissory Note, dated November 14, 2019, in the principal amount of $85,000 and payable to Green Coast Capital International SA

Exhibit 10.4 NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR

Promissory Note, dated April 25, 2019, in the principal amount of $27,500 and payable to Green Coast Capital International SA

EX-10.1 4 exhibit101.htm PROMISSORY NOTE NEITHER THE ISSUANCE NOR SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE

PIRE / Pierre Corporation 10-Q - Quarterly Report - QUARTERLY REPORT FOR PERIOD ENDING SEPTEMBER 30, 2019

Pierre Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 PIERRE CORP.

PIRE / Pierre Corporation 10-Q - Quarterly Report - QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2019

Pierre Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2019 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 PIERRE CORP.

PIRE / Pierre Corporation 10-Q Quarterly Report QUARTERLY REPORT FOR PERIOD ENDED MARCH 31, 2019

Pierre Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 PIERRE CORP.

PIERRE CORP. Common Stock

PROSPECTUS 424(b)(3) File # 333-227286 PIERRE CORP. Common Stock By means of this prospectus supplement, a number of our shareholders are offering to sell up to 13,301,800 shares of our common stock. As of the date of this prospectus supplement there was no public market for our common stock and a market for our common stock may not develop in the future. Until a market develops for our common sto

PIRE / Pierre Corporation ANNUAL REPORT FOR FISCAL PERIOD ENDED DECEMBER 31, 2018 (Annual Report)

Pierre Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K q Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2018 q Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission File Number 333-207047 PIERRE CORP. (Exact name

Pierre Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

Pierre Form 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

WDDN / WADENA CORP QUARTERLY REPORT FOR PERIOD ENDED SEPTEMBER 30, 2018 (Quarterly Report)

Pierre Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2018 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 PIERRE CORP.

WDDN / WADENA CORP REGISTRATION STATEMENT - AMENDMENT NO.1

Wadena Form S-1, Amend No.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 AMENDMENT NO.1 Registration Statement Under THE SECURITIES ACT OF 1933 WADENA CORP. (Exact name of registrant as specified in charter) Nevada 8082 (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) 750 N. San Vicente, Suite 800 West W

OPTION AGREEMENT

Exhibit 10.1 OPTION AGREEMENT THIS AGREEMENT is made this 25th day of July, 2018, by and between Wadena Corporation, (“Company”) and LGM Org. (“LGM”). 1. Grant of Option. LGM does by this Agreement, in exchange for $100, grant the Company an option to acquire any license or licenses (the “License”) awarded to LGM to cultivate, manufacture and/or sell marijuana in Long Beach, California. 2. Exercis

OPTION AGREEMENT

Exhibit 10.2 OPTION AGREEMENT THIS AGREEMENT is made this 25th day of July, 2018, by and between Wadena Corporation, (“Company”) and Lean Green Machine, Inc. (“LGM”). 1. Grant of Option. LGM does by this Agreement, in exchange for $100, grant the Company an option to acquire any license or licenses (the “License”) awarded to LGM to cultivate, manufacture and/or sell marijuana in City of Commerce,

Option Agreement for Acquisition of Marijuana Licenses – City of Commerce, California

Exhibit 10.2 OPTION AGREEMENT THIS AGREEMENT is made this 25th day of July, 2018, by and between Wadena Corporation, (“Company”) and Lean Green Machine, Inc. (“LGM”). 1. Grant of Option. LGM does by this Agreement, in exchange for $100, grant the Company an option to acquire any license or licenses (the “License”) awarded to LGM to cultivate, manufacture and/or sell marijuana in City of Commerce,

Option Agreement for Acquisition of Marijuana Licenses – Long Beach, California

Exhibit 10.1 OPTION AGREEMENT THIS AGREEMENT is made this 25th day of July, 2018, by and between Wadena Corporation, (“Company”) and LGM Org. (“LGM”). 1. Grant of Option. LGM does by this Agreement, in exchange for $100, grant the Company an option to acquire any license or licenses (the “License”) awarded to LGM to cultivate, manufacture and/or sell marijuana in Long Beach, California. 2. Exercis

WDDN / WADENA CORP REGISTRATION STATEMENT

Wadena Form S-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 Registration Statement Under THE SECURITIES ACT OF 1933 WADENA CORP. (Exact name of registrant as specified in charter) Nevada 8082 (State or other jurisdiction (Primary Standard Classi- (IRS Employer of incorporation) fication Code Number) I.D. Number) 750 N. San Vicente, Suite 800 West West Hollywood, CA 90069 (81

WDDN / WADENA CORP QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2018 (Quarterly Report)

Wadena Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2018 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 WADENA CORP.

WDDN / WADENA CORP NOTIFICATION OF LATE FILING OF FORM 10-Q

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55647 CUSIP NUMBER 930192 109 (Check One:) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: June 30, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transi

WDDN / WADENA CORP FORM 10-Q FOR THREE MONTHS ENDED MARCH 31, 2018 (Quarterly Report)

Wadena Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2018 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 WADENA CORP.

WDDN / WADENA CORP NOTIFICATION OF LATE FILING OF FORM 10-Q

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-55647 CUSIP NUMBER 930192 109 (Check One:) ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Trans

WDDN / WADENA CORP ANNUAL REPORT FOR FISCAL PERIOD ENDED DECEMBER 31, 2017 (Annual Report)

Wadena Form 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 333-20704

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 29, 2017 WADENA CORP.

WDDN / WADENA CORP QUARTERLY REPORT FOR PERIOD ENDED SEPTEMBER 30, 2017 (Quarterly Report)

Wadena Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2017 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 000-55647 WADENA COR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 16, 2017 WADENA CORP.

WDDN / WADENA CORP QUARTERLY REPORT FOR PERIOD ENDED JUNE 30, 2017 (Quarterly Report)

Wadena Corp. - Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2017 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 000-55647 WADENA CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2017 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 WADENA CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 333-207047 WADENA CORP. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2016 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 WADENA CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C., 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 16, 2016 WADENA CORP. (Exact Name of Registrant as Specified in its Charter) Commission File Number: 333-207047 Nevada 467-4046237 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q/A Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2016 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 WADENA CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 WADENA CORP. (Exact name of Registrant as speci

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 WADENA CORP. (Exact name of Registrant as specified in its charter) Nevada 46-4046237 (State or other jurisdiction (IRS Employer of Incorporation) Identification Number) 23564 Calabasas Road, Suite

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2016 o Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period to Commission File Number 333-207047 WADENA CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 333-207047 WADENA CORP. (E

BARNETT & LINN

BARNETT & LINN ATTORNEYS AT LAW 23564 Calabasas Road, Suite 205 ? Calabasas, CA 91302 www.

WADENA CORP. 1540 South Coast Highway, Suite 206 Laguna Beach, California 92651 Telephone: (818) 855-8199 December 2, 2015

WADENA CORP. 1540 South Coast Highway, Suite 206 Laguna Beach, California 92651 Telephone: (818) 855-8199 December 2, 2015 Division of Corporation Finance SECURITIES AND EXCHANGE COMMISSION 100 F Street NE Washington D.C. 20549 Attn: John Reynolds, Asst. Director Michael Killoy, Staff Attorney Jim Lopez, Staff Attorney Steve Lo, Staff Accountant Craig Arakawa, Staff Accountant Re: Wadena Corp. (th

As filed with the Securities and Exchange Commission on December 2November __, 2015

As filed with the Securities and Exchange Commission on December 2November , 2015 Registration No.

As filed with the Securities and Exchange Commission on December 2, 2015

As filed with the Securities and Exchange Commission on December 2, 2015 Registration No.

BARNETT & LINN

BARNETT & LINN ATTORNEYS AT LAW 23564 Calabasas Road, Suite 205 ? Calabasas, CA 91302 www.

BARNETT & LINN

BARNETT & LINN ATTORNEYS AT LAW 23564 Calabasas Road, Suite 205 ? Calabasas, CA 91302 www.

BARNETT & LINN

BARNETT & LINN ATTORNEYS AT LAW 23564 Calabasas Road, Suite 205 ? Calabasas, CA 91302 www.

As filed with the Securities and Exchange Commission on November 5, 2015

As filed with the Securities and Exchange Commission on November 5, 2015 Registration No.

Marketing Representative Acknowledgement

Exhibit 10.1 Marketing Representative Acknowledgement I, Wadena Corp, an Independent Sales Representative ("ISR") for Benefit Plus Card, LLC, ("Marketer") certify that I have reviewed the information contained in this Marketing Representative Acknowledgement (hereinafter referred to as "Acknowledgement") and fully understand my responsibilities as they relate to marketing the New Benefits Discount

Summary of Oral Agreement Wadena Corp. and Cort St. George November 2, 2015

Exhibit 10.2 Summary of Oral Agreement between Wadena Corp. and Cort St. George November 2, 2015 In April, 2015, Wadena Corp. (the ?Company?) agreed to pay $4,000 per month to Cort St. George as salary for his services as President of the Company. The parties agreed that either party could terminate this agreement upon thirty (30) days notice. If monies are not available to pay Mr. St. George?s fu

Articles of Incorporation Wadena Corp.

Exhibit 3.1 Articles of Incorporation of Wadena Corp. First. The name of the corporation is Wadena Corp. Second. The registered office of the corporation in the State of Nevada is located at 1802 Carson Street, Suite 108, Carson City, Nevada 89701. The corporation may maintain an office, or offices, in such other places within or without the State of Nevada as may be from time to time designated b

WADENA INC. (A Nevada Corporation) Promissory Note $64,000.00 Principal Amount

Exhibit 4.2 WADENA INC. (A Nevada Corporation) Promissory Note $64,000.00 Principal Amount NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF AS PROVIDED HEREIN HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. TRANSFER OF THIS NOTE AND SUCH SECURIITES IS RESTRICTED PURSUANT TO SUCH LAWS. Laguna Beach, Cal

WADENA INC. (A Nevada Corporation) Promissory Note $30,000.00 Principal Amount

Exhibit 4.1 WADENA INC. (A Nevada Corporation) Promissory Note $30,000.00 Principal Amount NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF AS PROVIDED HEREIN HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE LAWS OF ANY STATE OR OTHER JURISDICTION. TRANSFER OF THIS NOTE AND SUCH SECURIITES IS RESTRICTED PURSUANT TO SUCH LAWS. Laguna Beach, Cal

WADENA CORP. 1540 South Coast Highway, Suite 206 Laguna Beach, California 92651 Telephone: (818) 855-8199 November 5, 2015

WADENA CORP. 1540 South Coast Highway, Suite 206 Laguna Beach, California 92651 Telephone: (818) 855-8199 November 5, 2015 Division of Corporation Finance SECURITIES AND EXCHANGE COMMISSION 100 F Street NE Washington D.C. 20549 Attn: John Reynolds, Asst. Director Michael Killoy, Staff Attorney Jim Lopez, Staff Attorney Steve Lo, Staff Accountant Craig Arakawa, Staff Accountant Re: Wadena Corp. (?C

BYLAWS WADENA CORP. (Nevada) TABLE OF CONTENTS

Exhibit 3.2 BYLAWS OF WADENA CORP. (Nevada) TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Business Office 1 1.2 Registered Office and Registered Agent 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 1 2.4 Cancellation of Outstanding Certificates and Issua

As filed with the Securities and Exchange Commission on November __, 2015

As filed with the Securities and Exchange Commission on November , 2015 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WADENA CORP. (Name of Small Business Issuer in Its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WADENA CORP. (Name of Small Business Issuer in Its Charter) Nevada (State or Other Jurisdiction of Incorporation or Organization) 8082 (Primary Standard Industrial Classification Code Number) 467-4046237 (I.R.S. Employer Identification No.) 1540 South Coast Highw

BYLAWS WADENA CORP. (Nevada) TABLE OF CONTENTS

Exhibit 3.2 BYLAWS OF WADENA CORP. (Nevada) TABLE OF CONTENTS Page ARTICLE I OFFICES 1.1 Business Office 1 1.2 Registered Office and Registered Agent 1 ARTICLE II SHARES AND TRANSFER THEREOF 2.1 Regulation 1 2.2 Stock Certificates: Facsimile Signatures and Validation 1 2.3 Fractions of Shares: Insurance; Payment of Value or Issuance of Scrip 1 2.4 Cancellation of Outstanding Certificates and Issua

EX-3.1

Exhibit 3.1