Non Reliance of Financial Report Form 8 K

Item 4.02 Non-Reliance On Previously Issued Financial Statements Or A Related Audit Report Or Completed Interim Review.

On September 17, 2024, the Board of Directors of EdgeMode, Inc., concluded after discussions with management that it is necessary to restate our (i) audited financial statements for the fiscal year ended December 31, 2023, which were included in our Annual Report on Form 10-K (the "2023 Annual Financial Statements"); and (ii) unaudited financial statements as of and for the six months ended June 30, 2024, which were included in our Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the "Second Quarter 2024 Financial Statements").

Management has determined that the 2023 Annual Financial Statements, First Quarter 2024 Financial Statements and the Second Quarter 2024 Financial Statements do not give effect to stock options granted during the three months ended March 31, 2023, to purchase an aggregate of 5,000,000 shares of our common stock issued to a consultant, resulting in (i) approximately $230,000 understatement in operating expenses for the 2023 Annual Financial Statements. This error has a material impact on our statements of operations and statements of stockholders' equity (deficit) for the fiscal year ended December 31, 2023, three months ended March 31, 2024 and three months ended June 30, 2024.

We will include any restated financial information in an amendment to our (i) Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and (ii) Quarterly Report on Form 10-Q for the period ended June 30, 2024, which we intend to file as soon as practicable. As a result of the restatement adjustments, the First Quarter 2023 Financial Statements, the Second Quarter 2023 Financial Statements, the Third Quarter 2023 Financial Statements, the Annual Report Financial Statements, First Quarter 2024 Financial Statements and the Second Quarter 2024 Financial Statements as previously issued should no longer be relied upon.

These errors have been discussed with M&K CPAS, PLLC, our independent registered public accountant during the period covered by the Annual Report Financial Statements, First Quarter Financial Statements, and Second Quarter Financial Statements. Our independent registered public accountant was provided a copy of the disclosures made herein and were given the opportunity, no later than the day of filing this Current Report on Form 8-K, to review those disclosures and provide us a letter stating whether or not they agree with those disclosures. We will attach any letter we receive as an exhibit to an Amended Form 8-K within two business days of receipt.

As a result of this review, we have reviewed the effectiveness of our internal controls over financial reporting. We believe these errors were primarily due to deficiencies pertaining to insufficiently skilled personnel and a lack of human resources within our accounting and finance functions and deficiencies relating to insufficient analysis, documentation and review of the selection and application of GAAP to significant non-routine transactions, including the preparation of financial statement disclosures relating thereto.