What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-01-26 compared with 2020-03-23 · 233 added, 468 removed, 102 unchanged (87% of the section changed)

OF DEFINED TERMS

this Annual Report, each of the following quoted terms has the meanings set forth after such term:

“bitcoin”

- A type of a Digital Asset based on an open source math-based protocol existing on the Bitcoin Network and utilizing cryptographic

“Bitcoin

Exchange”- An electronic marketplace where exchange participants may trade, buy and sell bitcoins based on bid-ask trading.

The largest Bitcoin Exchanges are online and typically trade on a 24-hour basis, publishing transaction price and volume data.

“Bitcoin

Exchange Market”

- The global bitcoin exchange market for the trading of bitcoins, which consists of transactions on electronic

Bitcoin Exchanges.

“Bitcoin

Network”

- The online, end-user-to-end-user network hosting the public transaction ledger, known as the Blockchain, and

the source code comprising the basis for the math-based protocols and cryptographic security governing the Bitcoin Network.

“Blockchain”

- The public transaction ledger of the Bitcoin Network on which miners or mining pools solve algorithmic equations allowing them

to add records of recent transactions (called “blocks”) to the chain of transactions in exchange for an award of bitcoins

from the Bitcoin Network and the payment of transaction fees, if any, from users whose transactions are recorded in the block

“CEA”

- Commodity Exchange Act of 1936, as amended.

“CFTC”

- The US Commodity Futures Trading Commission, an independent agency with the mandate to regulate commodity futures and option

markets in the United States.

“Code”

- The US Internal Revenue Code of 1986, as amended.

“Digital

- Collectively, all digital assets based upon a computer-generated math-based and/or cryptographic protocol that

may, among other things, be used to buy and sell goods or pay for services.

Bitcoins represent one type of Digital Asset.

“Digital

Security”

- A type of Digital Asset that is offered by a promoter as an investment contract, which is a type of security

defined by Section 2(a)(1) of the Securities Act.

Attack”

- Distributed denial of service attacks are coordinated hacking attempts to disrupt websites, web servers or computer

networks in which an attacker bombards an online target with a large quantity of external requests, thus precluding the target

from processing requests from genuine users.

“Exchange

- The Securities Exchange Act of 1934, as amended.

“FDIC”

- The Federal Deposit Insurance Corporation.

“FinCEN”

- The Financial Crimes Enforcement Network, a bureau of the US Department of the Treasury.

“FINRA”

- The Financial Industry Regulatory Authority, Inc., which is the primary regulator in the United States for broker-dealers.

Currency”

- Currency that a government has declared to be legal tender, but is not backed by a physical commodity.

of fiat money is derived from the relationship between supply and demand rather than the value of the material that the money

“IRS”

- The US Internal Revenue Service, a bureau of the US Department of the Treasury.

“Mining”

- The process by which Bitcoins are created involving programmers solving complex math problems with the computers in the Bitcoin

“SEC”

- The US Securities and Exchange Commission.

“Securities

- The Securities Act of 1933, as amended.

“SIPC”

- The Securities Investor Protection Corporation.

“Transaction

Verification Services”

- Is equivalent to Mining.

“Warrants”

refers to the Series A Warrants, Additional Warrants, Bonus Warrants, Series B Warrants, and Series C Warrants.

- The Investment Company Act of 1940, as amended.

are an early entrant in the Digital Asset market and one of the first U.S.

publicly traded companies to be involved with Digital

Assets and block chain technologies.

Assets and blockchain technologies.

To our knowledge, we are one of a few public companies intending to acquire both Digital

1 unchanged sentence

Asset Initiatives

to additional financing, the Company plans to acquire additional Digital Assets to provide investors with indirect ownership of

Digital Assets that are not securities, such as bitcoin and ether.

The Company intends to acquire Digital Assets through open

market purchases.

We are not limiting our assets to a single type of Digital Asset and may purchase a variety of Digital Assets

that appear to benefit our investors, subject to the limitations contained within this report regarding Digital Securities.

of March 9, 2020, the Company had approximately $247,500 of cash and the following Digital Assets:

Company acquires Digital Assets to provide investors with indirect ownership of Digital Assets that are not securities, such as

bitcoin and ether.

The Company acquires Digital Assets through open market purchases.

We are not limiting our assets to a single

type of Digital Asset and may purchase a variety of Digital Assets that appear to benefit our investors, subject to the limitations

contained within this report regarding Digital Securities.

of December 31, 2020, the Company had the following Digital Assets:

Digital Asset

Bitcoin (BTC)

Ethereum (ETH)

of January 22, 2021, the Company had the following Digital Assets:

Company has not participated in any initial coin offerings as it believes most of the offerings entail the offering of Digital

7 unchanged sentences

initial coin offerings.

The Company will carefully review its purchases of Digital Securities to avoid violating the 1940 Act

and seek to reduce potential liabilities under the federal securities laws.

The Company will carefully review its purchases of Digital Securities to avoid violating the Investment

Company Act of 1940 (the “1940 Act”) and seek to reduce potential liabilities under the federal securities laws.

See “Risk Factors”

11 unchanged sentences

digital asset exchange APIs to read user data and does not allow for the trading of assets.

As a result of the pandemic, we have

experienced delays in the development of the platform.

Company is also seeking to acquire controlling interests in businesses in the blockchain industry as further described in this

4 unchanged sentences

upside opportunity and are the types of opportunities that we may pursue.

current framework or criteria is to seek and evaluate acquisition targets in the blockchain and Digital Asset sector which (i)

align with our business model of acquiring Digital Assets or acquiring a controlling interest in one or more blockchain technology

related business ventures, and (ii) have sufficient capital to provide working capital.

As disclosed in this report we have limited

cash, and accordingly as a critical framework element are seeking acquisition targets with sufficient capital which may help us

sustain our operations without having us rely on toxic funding structures.

Our acquisition activities are spearheaded by Charles

Allen, our Chief Executive Officer who regularly communicates with Mr.

David Garrity, one of our independent directors who is

also seeking acquisition targets on behalf of the Company.

current framework or criteria is to seek and evaluate acquisition targets in the blockchain and Digital Asset sector which:

align with our business model of acquiring Digital Assets, and (ii) acquiring a controlling interest in one or more blockchain

technology related business ventures.

Our acquisition activities are spearheaded by Charles Allen, our Chief Executive Officer.

also monitor blockchain networks and may consider re-entering the digital asset mining business if and when we believe a positive

return on investment is achievable.

However, given the current network difficulties and price levels to mine both bitcoin and

ethereum we do not believe mining offers a positive return on investment at present and have no immediate plans to resume mining.

of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, our independent auditors have indicated

1 unchanged sentence

a going concern.

AND MARKET OVERVIEW (BITCOIN AND BLOCKCHAIN TECHNOLOGIES)

to Bitcoins and the Bitcoin Network

bitcoin is one type of a Digital Asset that is issued by, and transmitted through, an open source, math-based protocol platform

using cryptographic security that is known as the “Bitcoin Network.”

The Bitcoin Network is an online, peer-to-peer

user network that hosts the public transaction ledger, known as the “Blockchain,”

and the source code that comprises

the basis for the cryptography and math-based protocols governing the Bitcoin Network.

No single entity owns or operates the Bitcoin

Network, the infrastructure of which is collectively maintained by a decentralized user base.

Bitcoins can be used to pay for

goods and services or can be converted to fiat currencies, such as the US Dollar, at rates determined on Bitcoin Exchanges or

in individual end-user-to-end-user transactions under a barter system.

are “stored”

or reflected on the digital transaction ledger known as the “Blockchain,”

which is a digital

file stored in a decentralized manner on the computers of each Bitcoin Network user.

The Blockchain records the transaction history

of all bitcoins in existence and, through the transparent reporting of transactions, allows the Bitcoin Network to verify the

association of each bitcoin with the digital wallet that owns them.

The Bitcoin Network and Bitcoin software programs can interpret

the Blockchain to determine the exact bitcoin balance, if any, of any digital wallet listed in the Blockchain as having taken

part in a transaction on the Bitcoin Network.

Blockchain is comprised of a digital file, downloaded and stored, in whole or in part, on all bitcoin users’

software programs.

The file includes all blocks that have been solved by miners and is updated to include new blocks as they are solved.

newly solved block refers back to and “connects”

with the immediately prior solved block, the addition of a new block

adds to the Blockchain in a manner similar to a new link being added to a chain.

Each new block records outstanding bitcoin transactions,

and outstanding transactions are settled and validated through such recording, the Blockchain represents a complete, transparent

and unbroken history of all transactions on the Bitcoin Network.

Bitcoin Network is decentralized and does not rely on either governmental authorities or financial institutions to create, transmit

or determine the value of bitcoins.

Rather, bitcoins are created and allocated by the Bitcoin Network protocol through a “mining”

process subject to a strict, well-known issuance schedule.

The value of bitcoins is determined by the supply of and demand for

bitcoins in the Bitcoin Exchange Market (and in private end-user-to-end-user transactions), as well as the number of merchants

that accept them.

As bitcoin transactions can be broadcast to the Bitcoin Network by any user’s bitcoin software and bitcoins

can be transferred without the involvement of intermediaries or third parties, there are little or no transaction costs in direct

peer-to-peer transactions on the Bitcoin Network.

Third party service providers such as Bitcoin Exchanges and bitcoin third party

payment processing services may charge significant fees for processing transactions and for converting, or facilitating the conversion

of, bitcoins to or from fiat currency.

of the Bitcoin Network’s Operations

order to own, transfer or use bitcoins, a person generally must have Internet access to connect to the Bitcoin Network.

transactions between parties occur very rapidly (within several seconds) and may be made directly between end-users without the

need for a third-party intermediary, although there are entities that provide third-party intermediary services.

To prevent the

possibility of double-spending a single bitcoin, a user must notify the Bitcoin Network of the transaction by broadcasting the

transaction data to its network peers.

The Bitcoin Network provides confirmation against double-spending by memorializing every

transaction in the Blockchain, which is publicly accessible and transparent.

This memorialization and verification against double-spending

is accomplished through the bitcoin mining process, which adds “blocks”

of data, including recent transaction information,

to the Blockchain.

Description of Bitcoin Transfers

to engaging in bitcoin transactions, a user generally must first install on its computer or mobile device a bitcoin software program

that will allow the user to generate a digital “wallet”

(analogous to a bitcoin account).

Alternatively, a user may

retain a third party to create a digital wallet to be used for the same purpose.

Each such wallet includes one or more unique

digital addresses and verification system consisting of a “public key”

and a “private key,”

mathematically related.

a bitcoin transaction, the bitcoin recipient must provide its digital address, which serves as a routing number to the recipient’s

digital wallet on the Blockchain, to the party initiating the transfer.

The recipient, however, does not make public or provide

to the sender its related private key.

The payor, or “spending”

party, does reveal its public key in signing and verifying

its spending transaction to the Blockchain.

the recipient nor the sender reveal their digital wallet’s private key in a transaction, because the private key authorizes

access to, and transfer of, the funds in that digital wallet to other users.

In the data packets propagated from a user’s

bitcoin software program onto the Bitcoin Network to allow transaction confirmation, the sending party must “sign”

its transaction with a data code derived from entering the private key into a “hashing algorithm.”

The hashing algorithm

converts the private key into a digital signature, which signature serves as validation that the transaction has been authorized

by the holder of the digital wallet’s private key.

Mathematically

Controlled Supply

method for creating new bitcoins is mathematically controlled in a manner so that the supply of bitcoins grows at a limited rate

pursuant to a pre-set schedule.

The number of bitcoins awarded for solving a new block is automatically halved every 210,000 blocks.

Thus, the current fixed reward for solving a new block is 12.5 bitcoins per block and the reward will decrease by half to become

6.25 bitcoins around June 2020 (based on estimates of the rate of block solution calculated by BitcoinClock.com).

This deliberately

controlled rate of bitcoin creation means that the number of bitcoins in existence will never exceed 21 million and that bitcoins

cannot be devalued through excessive production unless the Bitcoin Network’s source code (and the underlying protocol for

bitcoin issuance) is altered.

The Company monitors the Blockchain network and, as of March 9, 2020, based on the information we

collected from our network access, approximately 18.25 million bitcoins have been mined.

Modifications

to the Bitcoin Protocol

is an open source project (i.e., a product whose source code is freely available to the public and that utilizes crowdsourcing

to identify possible issues, problems and defects) and there is no official developer or group of developers that controls the

Bitcoin Network.

The Bitcoin Network’s development is overseen by a core group of developers, which varies from time to

time (“Core Developers”).

The Core Developers are able to access and can propose alterations to the Bitcoin Network

source code hosted on GitHub, an online service and forum used to share and develop open source code.

Other programmers have access

to and can propose changes to the bitcoin source code on GitHub, but the Core Developers have an elevated level of influence over

As a result, the Core Developers are responsible for quasi-official releases of updates and other changes to the

Bitcoin Network’s source code.

Users and miners must accept any changes made to the Bitcoin Network (including those proposed

by the Core Developers) by downloading the proposed modification of the source code.

modification of the source code is only effective with respect to the bitcoin users and miners that download it.

Consequently,

as a practical matter, a modification to the source code (e.g., a proposal to increase the 21 million total limit on bitcoins

or to reduce the average confirmation time target from 10 minutes per block) only becomes part of the Bitcoin Network if accepted

by participants collectively having a substantial majority of the processing power on the Bitcoin Network.

If a modification is

accepted only by a percentage of users and miners, a division in the Bitcoin Network will occur such that one network will run

the pre-modification source code and the other network will run the modified source code;

such a division is known as a “fork”

in the Bitcoin Network.

It should be noted that, although their power to amend the source code is effectively subject to the approval

of users and miners, the Core Developers have substantial influence over the development of the Bitcoin Network and the direction

of the bitcoin community.

Blockchain Technologies

Development of the bitcoin source code has increasingly focused on modifications of the bitcoin protocol to allow non-financial

and next generation uses (sometimes referred to as Bitcoin 2.0 projects).

These uses include smart contracts and distributed registers

built into, built atop or pegged alongside the Blockchain.

For example, the white paper for Blockstream, a program of which Core

Developers Jeff Garzik and Gregory Maxwell are a part, calls for the use of “pegged sidechains”

to develop programming

environments that are built within block chain ledgers that can interact with and rely on the security of the Bitcoin Network

and Blockchain, while remaining independent thereof.

We are actively evaluating other Blockchain technologies that relate to Bitcoin

2.0 projects.

At this time, Bitcoin 2.0 projects remain in early stages and have not been materially integrated into the Blockchain

or Bitcoin Network.

are an example of a Digital Asset that is not a fiat currency (i.e., a currency that is backed by a central bank or a national,

supra-national or quasi-national organization) and are not backed by hard assets or other credit.

As a result, the value of bitcoins

is determined by the value that various market participants place on bitcoins through their transactions.

to the peer-to-peer framework of the Bitcoin Network and the protocols thereunder, transferors and recipients of bitcoins are

able to determine the value of the bitcoins transferred by mutual agreement or barter with respect to their transactions.

result, the most common means of determining the value of a bitcoin is by surveying one or more Bitcoin Exchanges where bitcoins

are publicly bought, sold and traded (i.e., the Bitcoin Exchange Market).

each Bitcoin Exchange, bitcoins are traded with publicly disclosed valuations for each transaction, measured by one or more fiat

currencies such as the U.S.

Dollar, the Euro or the Chinese Yuan.

Bitcoin Exchanges typically report publicly on their site the

valuation of each transaction and bid and ask prices for the purchase or sale of bitcoins.

Although each Bitcoin Exchange has

its own market price, it is expected that most Bitcoin Exchanges’

market prices should be relatively consistent with the

Bitcoin Exchange Market average since market participants can choose the Bitcoin Exchange on which to buy or sell bitcoins (i.e.,

exchange shopping).

Arbitrage between the prices on various Bitcoin Exchanges is possible, but the imposition of fees and fiat

currency deposit/withdrawal policies appears to have, at times, prevented an active arbitrage mechanism among users on some Bitcoin

For example, delayed fiat currency withdrawals imposed by Mt.

Gox resulted in Mt.

Gox trading at a premium of up to

10 to 20 percent for several months through January 2014.

In February 2014, Mt.

Gox suspended trading, closed its website and

exchange service, and filed for a form of bankruptcy protection from creditors called minjisaisei, or civil rehabilitation, to

allow courts to seek a buyer.

In April 2014, Mt.

Gox began liquidation proceedings.

in the absence of large trading fees and fiat currency deposit/withdrawal policies, price differentials across Bitcoin Exchanges

For disclosure on the accounting of Digital Assets, see “Management’s Discussion and Analysis of Financial

Condition and Results of Operations”

beginning on page 13.

of Attack Against the Bitcoin Network

of Flaws in the Bitcoin Network’s Source Code

with any other computer code, the Bitcoin Network source code may contain certain flaws.

Several errors and defects have been

found and corrected, including those that disabled some functionality for users, exposed users’

information, or allowed

users to create multiple views of the Bitcoin Network.

Such flaws have been discovered and quickly corrected by the Core Developers

or the bitcoin community, thus demonstrating one of the advantages of open source codes that are available to the public:

source codes rely on transparency to promote community-sourced identification and solution of problems within the code.

of flaws in or exploitations of the source code that allow malicious actors to take or create money in contravention of known

Bitcoin Network rules have been exceedingly rare.

For example, in 2010, a hacker or group of hackers exploited a flaw in the Bitcoin

Network source code that allowed them to generate 184 billion bitcoins in a transaction and send them to two digital wallet addresses.

However, the bitcoin community and developers identified and reversed the manipulated transactions within approximately five hours,

and the flaw was corrected with an updated version of the bitcoin protocol.

Another addressed issue with the Bitcoin Network source

code, “transaction malleability”

was addressed by the Core Developers in a March 2013 software update.

The Core Developers,

in conjunction with other developers and miners, work continuously to ensure that flaws are quickly fixed or removed.

than Fifty Percent of Network Computational Power

actors can structure an attack whereby such actor gains control of more than half of the Bitcoin Network’s processing power

or “hashrate.”

Computer scientists and cryptographers believe that the immense collective processing power of the

Bitcoin Network makes it impracticable for an actor to gain control of computers representing a majority of the processing power

on the Bitcoin Network.

During May and June 2014, mining pool GHash.io’s hashing power approached 50 percent of the processing

power on the Bitcoin Network.

During a brief period in early June 2014, the mining pool may have controlled in excess of one-half

of the Bitcoin Network’s processing power.

Although no malicious activity or abnormal transaction recording was observed,

the incident establishes that it is possible that a substantial mining pool may accumulate close to or more than a majority of

the processing power on the Bitcoin Network.

a malicious actor acquired sufficient computational power necessary to control the Bitcoin Network (which amount would be well

in excess of fifty percent), it would be able to engage in double-spending, or prevent some or all transactions from being confirmed,

and prevent some or all other miners from mining any valid new blocks.

The malicious actor or group of actors, however, would

not be able to reverse other people’s transactions, change the fixed number of bitcoins generated per new block, or transfer

previously existing bitcoins that belong to other users.

form of attack involves a malicious actor propagating “cancer nodes”

to isolate certain users from the legitimate

Bitcoin Network.

A target user functionally surrounded by cancer nodes would be put on a separate “network,”

the malicious actor to relay only blocks created by the separate network and thus opening the target user to double-spending attacks.

By using cancer nodes, a malicious actor also can disconnect the target user from the bitcoin economy entirely by refusing to

relay any blocks or transactions.

Bitcoin software programs make these attacks more difficult by limiting the number of outbound

connections through which users are connected to the Bitcoin Network.

Blockchain Formation

malicious actor may attempt to double-spend bitcoins by manipulating the formation of the Blockchain rather than through control

of the Bitcoin Network.

In this type of attack, a miner creates a valid new block containing a double-spend transaction and schedules

the release of such attack block so that it is added to the Blockchain before a target user’s legitimate transaction can

be included in a block.

Variations of this form of attack include the “Finney attack,”

“race attack,”

and “vector76 attack.”

All double-spend attacks require that the miner sequence and execute the steps of its attack

with sufficient speed and accuracy.

Users and merchants can dramatically reduce the risk of a double-spend attack by waiting for

multiple confirmations from the Bitcoin Network before settling a transaction.

The Bitcoin Network still may be used to execute

instantaneous, low-value transactions without confirmation to the extent the recipient of bitcoins determines that a malicious

miner would be unwilling to carry out a double-spend attack for low-value transactions because the reward from mining would be

higher than the small profit gained from double-spending.

Users and merchants can take additional precautions by adjusting their

Bitcoin Network software programs to connect only to other well-connected nodes and to disable incoming connections.

These precautions

reduce the risk of double-spend attacks involving manipulation of a target’s connectivity to the Bitcoin Network (as is

the case with vector76 and race attacks).

Chart of the Price of Bitcoins, 2019-2020

price of bitcoins is volatile and fluctuations are expected.

Movements may be influenced by various factors, including, but not

limited to, government regulation, security breaches experienced by service providers, as well as political and economic uncertainties

around the world.

Since our Transaction Verification Services business records revenue based on the price of earned bitcoins and

we may retain such bitcoins as an asset or as payment for future expenses, the relative value of such revenues may fluctuate,

as will the value of any bitcoins we retain.

The following chart illustrates the fluctuating value of the US Dollar exchange rate

for bitcoins for the one-year period ending March 9, 2020, as reported by blockchain.com:

Bitcoin Market

trade in bitcoins consists of individual end-user-to-end-user transactions, together with facilitated exchange-based bitcoin trading.

A limited market currently exists for bitcoin-based derivatives.

There is currently no reliable data on the total number or demographic

composition of users or miners on the Bitcoin Network.

also can be used to purchase goods and services, either online or at physical locations, although reliable data is not readily

available about the retail and commercial market penetration of the Bitcoin Network.

There are thousands of online merchants that

accept bitcoins, and the variety of goods and services for which bitcoins can be exchanged is increasing.

Currently, local, regional

and national businesses, accept bitcoin.

Bitcoin service providers such as BitPay, Coinbase and GoCoin and online gift card retailers

Gyft and eGifter provide other means to spend bitcoin for goods and services at additional retailers.

This includes gift cards

for notable retailers like Dunkin Donuts, Best Buy, Target and Home Depot.

There are also websites that keep a running archive

of businesses that accept Bitcoin and allows users to search on a virtual map to discover these locations.

www.Coinmap.org

hosts and updates a virtual map that enables people to add their businesses and edit information.

Users can see for themselves

which businesses accept bitcoin, as well as the location of those businesses.

To date, the rate of consumer adoption and use of

bitcoin in paying merchants has trailed the broad expansion of retail and commercial acceptance of bitcoin.

Nevertheless, there

will likely be a strong correlation between continued expansion of the Bitcoin Network and its retail and commercial market penetration.

and Illicit Use

Bitcoin Network was not designed to ensure the anonymity of users, despite a common misperception to the contrary.

transactions are logged on the Blockchain and any individual or government can trace the flow of bitcoins from one address to

Off-Blockchain transactions occurring off the Bitcoin Network are not recorded and do not represent actual bitcoin transactions

or the transfer of bitcoins from one digital wallet address to another, though information regarding participants in an Off-Blockchain

transaction may be recorded by the parties facilitating such Off-Blockchain transactions.

Digital wallet addresses are randomized

sequences of 27-34 alphanumeric characters that, standing alone, do not provide sufficient information to identify users;

various methods may be used to connect an address to a particular user’s identity, including, among other things, simple

Internet searching, electronic surveillance and statistical network analysis and data mining.

Anonymity is also reduced to the

extent that certain Bitcoin Exchanges and other service providers collect users’

personal information, because such Bitcoin

Exchanges and service providers may be required to produce users’

information in order to comply with legal requirements.

In many cases, a user’s own activity on the Bitcoin Network or on Internet forums may reveal information about the user’s

may take certain precautions to enhance the likelihood that they and their transactions will remain anonymous.

For instance, a

user may send its bitcoins to different addresses multiple times to make tracking the bitcoins through the Blockchain more difficult

or, more simply, engage a so-called “mixing”

or “tumbling”

service to switch its bitcoins with those of

However, these precautions do not guarantee anonymity and are illegal to the extent that they constitute money laundering

or otherwise violate the law.

with any other asset or medium of exchange, bitcoins can be used to purchase illegal goods or fund illicit activities.

Silk Road, an anonymous online marketplace that sold illegal substances prior to its seizure and the arrest of its founder and

operator in October 2013, accepted only bitcoins.

The use of bitcoins for illicit purposes, however, is not promoted by the Bitcoin

Network or the user community as a whole.

Furthermore, we do not believe our ecommerce platform, which we no longer support or

are developing, has exposure to such uses because the products sold in our marketplace were curated by our management and the

sellers of those products are big box retailers with credible products and retail operations.

Digital Assets

continuation of our business is dependent upon us raising additional funds.

The issuance of additional equity or convertible debt

securities by us could result in a significant dilution in the equity interests of our current stockholders.

Obtaining commercial

loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

continue to incur ongoing administrative and other expenses, including public company expenses, primarily accounting and legal

fees, in excess of corresponding (non-financing related) revenue.

While we continue to implement our business strategy,

we intend to finance our activities through:

current cash and cash equivalents on hand from the Company’s past debt and equity offerings by controlling costs, and

additional financing through sales of additional securities whether through Cavalry or other investors.

AND MARKET OVERVIEW (DIGITAL ASSET AND BLOCKCHAIN TECHNOLOGIES)

and Digital Assets / Cryptocurrencies Generally

blockchain technologies utilize a decentralized and encrypted ledger that is designed to offer a secure, efficient, verifiable,

and permanent way of storing records and other information without the need for intermediaries.

Digital Assets, which include

and are often referred to as cryptocurrencies, serve multiple purposes.

They can serve as a medium of exchange, store of

value or unit of account, and provide non-financial and next generation uses.

Blockchain technologies are being evaluated for

a multitude of industries due to the belief in their ability to have a significant impact in many areas of business, finance,

information management, and governance.

Cryptocurrencies

are decentralized currencies that enable near instantaneous transfers.

Transactions occur via an open source, cryptographic protocol

platform which uses peer-to-peer technology to operate with no central authority.

An online network of nodes hosts a public

transaction ledger, known as a blockchain, and each cryptocurrency is associated with a source code that comprises the basis for

the cryptographic and algorithmic protocols governing its blockchain.

In a cryptocurrency network, every peer node has

its own copy of the blockchain, which contains records of every historical transaction - effectively containing records of all

account balances.

Each account is identified solely by its unique public key (making it effectively anonymous) and is secured

with its associated private key (kept secret, like a password).

The combination of private and public cryptographic keys constitutes

a secure digital identity in the form of a digital signature, providing strong control of ownership.

single entity owns or operates a network.

The infrastructure is collectively maintained by a decentralized public user base.

a network is decentralized, it does not rely on either governmental authorities or financial institutions to create, transmit

or determine the value of the currency units.

Rather, the value is determined by market factors, supply and demand for the units,

the prices being set in transfers by mutual agreement or barter among transacting parties.

Since transfers do not require involvement

of intermediaries or third parties, there are currently limited transaction costs in direct peer-to-peer transactions.

cryptocurrency can be converted to fiat currencies, such as the U.S.

dollar, at rates determined on various exchanges, such as

Cumberland, Coinbase, Paxos, Kraken, Gemini, Bitstamp, and others.

Cryptocurrency prices are quoted on various exchanges and fluctuate

with extreme volatility.

believe cryptocurrencies and Digital Assets offer many advantages over traditional, fiat currencies, although many of these factors

also present potential disadvantages and may introduce additional risks, including:

as a fraud deterrent, as cryptocurrencies are digital and cannot be counterfeited or reversed arbitrarily by a sender;

of counterparty risk;

trusted intermediary required;

theft prevention;

are verified and protected through a confirmation process, which prevents the problem of double spending;

decentralized

no central authority (government or financial institution);

universally and not bound by government imposed or market exchange rates.

cryptocurrencies may not provide all of the benefits they purport to offer at all or at any time.

for example was first introduced in 2008 and was first introduced as a means of exchange in 2009.

Bitcoin is a consensus network

that enables a new payment system and a completely new form of digital money.

It is the first decentralized peer-to-peer payment

network that is powered by its users with no central authority or middlemen.

From a user perspective, we believe bitcoin can be

viewed as cash for the Internet.

The bitcoin network shares a public ledger called a “blockchain.”

This ledger contains

every transaction ever processed, allowing a user’s computer to verify the validity of each transaction.

The authenticity

of each transaction is protected by digital signatures corresponding to the sending addresses, allowing users to have full control

over sending bitcoins from their addresses.

In addition, anyone can process transactions using the computing power of specialized

hardware and earn a reward in bitcoins for this service.

This process is often called “mining”

and is a proof-of-work

consensus algorithm.

with many new and emerging technologies, there are potentially significant risks.

Businesses (including the Company) which are

seeking to develop, promote, adopt, transact or rely upon blockchain technologies and cryptocurrencies have a limited track record

and operate within an untested new environment.

These risks are not only related to the businesses the Company pursues, but the

sector and industry as a whole, as well as the entirety of the concept behind blockchain and cryptocurrency as value.

Digital Assets and Blockchain Technologies

are not the only type of Digital Assets founded on math-based algorithms and cryptographic security, although it is considered

the most prominent.

Over, 2,400 other Digital Assets (commonly referred to as “altcoins”, “tokens”, “protocol

tokens”, or “Digital Assets”), have been developed since the Bitcoin Network’s inception, including Ethereum,

Ripple, Litecoin, Dash, and Monero.

The Bitcoin Network, however, possesses the “first-to-market”

advantage and thus

far has captured the majority of the industry’s market share and is secured by a mining network with significantly more

processing power than that of any other Digital Asset.

The Company is examining and will continue to examine these other Digital

Assets including Digital Securities and acquire them, subject to financing, existing market conditions and regulatory compliance.

Bitcoin Network is a recent technological innovation and the regulatory schemes to which bitcoin and the Bitcoin Network may be

subject have not been fully explored or developed.

Recent actions taken by the SEC in its DAO Report that certain Digital Assets

may be securities and actions taken by the CFTC including its July 24, 2017 order approving the first derivative clearing organization

for digital currency swaps reflects that we may face increased government regulation and oversight.

As stated earlier in this

report, the SEC’s July 25, 2017 DAO Report, its Chairman’s recent remarks and concerns about the “Wild West”

Other Digital Assets (commonly referred to as “altcoins”, “coins”, “tokens”,

or “protocol tokens”), have been developed since the Bitcoin Network’s inception.

The Bitcoin Network,

however, possesses the “first-to-market”

advantage and thus far has captured the majority of the industry’s

interest and market share.

Ethereum, EOS and other blockchains for example are designed for non-financial and next generation

uses (sometimes referred to as blockchain 2.0 projects).

These uses include smart contracts and distributed registers built into

or built atop their respective blockchains.

all blockchains require a consensus algorithm to secure the blockchain state which can be provided by either computational or

financial resources.

Mining mechanisms used by these algorithms are broadly divided into proof-of-work (“PoW”), in

which nodes dedicate computational resources, and proof-of-stake (“PoS”), in which nodes dedicate financial resources.

The intention behind both proof-of-work (computational resources) and proof-of-stake (financial resources) is to make it practically

infeasible for any single malicious actor to have enough computational power or ownership stake to attack the blockchain network.

With proof-of-work, a miner does some “work”

using computers that consumes electricity and is rewarded with digital

The miner is, theoretically, converting electricity and computing power into a digital currency reward comprised of

transaction fees and newly minted cryptocurrency.

Bitcoin is an example of this and is by far the largest and most secure

PoW blockchain.

With proof-of-stake, miners are staking their holdings of a digital currency to participate in the consensus algorithm

and bad behavior can be penalized by “slashing”

the rewards of the miner.

PoS requires less energy/electricity to

be consumed and can give cryptocurrency holders who participate in staking a reward on their holdings in the base cryptocurrency.

are actively evaluating other blockchain technologies that relate to Bitcoin 2.0 projects.

The Company is examining and

will continue to examine these other Digital Assets (including PoS assets) and Digital Securities and acquire them, subject to,

existing market conditions, accounting and tax implications, and regulatory compliance.

Profile and Risks

decision to pursue blockchain and Digital Asset businesses exposes the Company to risks associated with a new and untested strategic

The prices of Digital Assets have experienced substantial volatility, which may reflect “bubble”

type volatility,

meaning that high or low prices may have little or no merit, may be subject to rapidly changing investor sentiment, and may be

influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation, and media reporting.

example, in 2020, bitcoin’s low price was $4,971 and its high price was $29,374.

networks are a recent technological innovation and the regulatory schemes to which Digital Assets and their blockchain networks

may be subject have not been fully explored or developed.

Recent actions taken by the SEC in its DAO Report that certain Digital

Assets may be securities and actions taken by the CFTC including its July 24, 2017 order approving the first derivative clearing

organization for digital currency swaps reflects that we may face increased government regulation and oversight.

this report, the SEC’s July 25, 2017 DAO Report, its Chairman’s remarks and concerns about the “Wild West”

nature of the Digital Assets market and reports that its staff is issuing subpoenas will adversely affect the Company’s

6 unchanged sentences

Because we must stay under the investment

Company’s 40% provisions, we will limit the amount of Digital Securities we acquire and establish procedures designed to

protect us from rapid fluctuations in value of our Digital Assets portfolio.

If our compliance procedures and legal reviews prove

to be incorrect, we may incur the likelihood of prohibitive SEC penalties and/or private lawsuit defense costs and adverse rulings.

company’s 40% provisions, we will limit the amount of Digital Securities we acquire.

If our compliance procedures and

legal reviews prove to be incorrect, we may incur the likelihood of prohibitive SEC penalties and/or private lawsuit defense costs

and adverse rulings.

the issuance of the DAO Report, promoters sought to evade it by callings coins “utility tokens”

3 unchanged sentences

initial coin offering, which clearly was intended to send a message.

Subject to additional

funding the Company intends to acquire additional digital assets.

The Company currently own and plans to expand its digital asset

In order to avoid being an inadvertent investment company within the meaning of the 1940 Act, we actively focus on insuring

that our ownership of assets that are not securities will always exceed 60% of our total assets excluding cash.

See “Risk

Factors”

Company intends to acquire additional Digital Assets.

The Company currently own and plans to expand its digital asset holdings.

In order to avoid being an inadvertent investment company within the meaning of the 1940 Act, we actively focus on insuring that

our ownership of assets that are not securities will always exceed 60% of our total assets excluding cash.

See “Risk Factors”

beginning on page 14 and “Business”

beginning on page 3.

The ownership of Digital Assets including

digital securities may change based on the definition of a security under the Securities Act and applicable court decisions.

key definition is the term “investment contract”

The ownership of Digital Assets including digital

securities may change based on the definition of a security under the Securities Act and applicable court decisions.

The key definition

is the term “investment contract”

and what is an investment contract.

In 1946 the U.S.

Supreme Court

held that an investment in an orange grove operated and controlled by a third party was an investment contract and therefore a

security subject to various provisions of the federal securities laws.

the future if we acquire Digital Assets that may be deemed a security, we will analyze whether our ownership of the Digital Assets

are securities under the investment contract analysis from the leading case and the lower court cases which have followed it.

The test for determining if an asset is an investment contract based upon whether there was:

(i) an investment of money, (ii)

in a common enterprise, (iii) with the expectation of profits, (iv) primarily through the efforts of others.

both the regulatory landscape develops and journalistic familiarity with bitcoin increases, mainstream media’s understanding

of Digital Assets and the regulation thereof may improve.

Regulation of Digital Assets varies from country to country as well

as within countries.

An increase in the regulation of Digital Assets may affect our proposed business by increasing compliance

costs or prohibiting certain or all of our proposed activities.

both the regulatory landscape develops and journalistic familiarity with Digital Assets increases, mainstream media’s understanding

of them and the regulation thereof may improve.

Regulation of Digital Assets varies from country to country as well as within

An increase in the regulation of Digital Assets may affect our proposed business by increasing compliance costs or

prohibiting certain or all of our proposed activities.

Assets Initiative

Company’s Digital Asset initiative will compete with other industry participants that focus on investing in and securing

the Blockchains of bitcoin and other Digital Assets.

Market and financial conditions, and other conditions beyond the Company’s

control, may make it more attractive to invest in other entities, or to invest in bitcoin or Digital Assets directly.

have raised substantial capital this year seeking to enter Digital Asset businesses.

Our lack of capital is a competitive disadvantage.

The Company’s Digital

Asset initiative will compete with other industry participants that focus on investing in and securing Digital Asset blockchains.

Market and financial conditions, and other conditions beyond the Company’s control, may make it more attractive to invest

in other entities, or to invest in Digital Assets directly.

Companies have raised substantial capital this year seeking to enter

Digital Asset businesses.

Our relative lack of capital is a competitive disadvantage.

Asset Data Analytics Platform

5 unchanged sentences

for Digital Assets;

asset focused companies that offer exchange, payment processing, and financial services that enable consumers to exchange

or digital assets.

asset focused companies that offer exchange, payment processing, and financial services for Digital Assets.

of our current and potential competitors have greater resources, longer histories, more users, and greater brand recognition.

1 unchanged sentence

Other companies also may enter into business combinations or alliances that strengthen their competitive positions.

team and lack of capital is a competitive disadvantage.

team and relative lack of capital is a competitive disadvantage.

Company’s sole asset (other than its cash balance and Digital Assets) is its human capital specifically Mr.

11 unchanged sentences

verticals such as smart contracts, data storage and Internet of things (IoT);

provided, however that we do not intent to acquire

digital assets which may constitute digital securities.

provided, however that we do not intend to

acquire Digital Assets which may constitute digital securities.

We also plan to increase our holdings of bitcoin and ethereum.

Asset Data Analytics Platform Development

Company is currently internally developing a digital asset data analytics platform to aggregate user’s digital asset holdings

Company is currently internally developing a digital asset data analytics platform to aggregate user’s digital asset holding

data derived from read-only API calls to connected exchanges.

6 unchanged sentences

Given our limited resources we can provide no definitive timeline as to when

the platform will be open to beta testing though we anticipated this occurring in 2020.

the platform will be open to beta testing though we anticipated this occurring in 2021, provided however as a result of the pandemic,

we have experienced delays in the development of the platform, which may cause further delays.

currently have two employees and no part time employees.

CAPITILIZATION

following table details the Company’s capitalization as of March 9, 2020.

of Common Stock as Converted

Stock Issued and Outstanding

C-1 Preferred Stock (29,414 shares at a 1:200 conversion ratio)

to purchase common stock

Shares Fully Diluted

following table details the Company’s capitalization as of January 22, 2021.

Class of Security

Common Stock Issued and Outstanding

Series C-1 Preferred Stock (29,414 shares at a 1:200 conversion ratio)

Warrants to purchase common stock

Total Shares Diluted

table above describes the shares of common stock which are outstanding and/or are issuable under outstanding securities.

above does not include the 2019 Promissory Note which is due on August 7, 2020 and is:

(i) convertible at a 20% discount to the

closing price of the Company’s common stock on the date before exercise with a floor price of $0.02 per share, (ii) shall

bear interest at 12% per annum (payable at maturity) and in the event of default bears interest at a rate of 20%, (iii) convertible

at the Company’s option subject to certain limitations as set forth in the 2019 Promissory Note, and (iv) may be prepaid

by the Company.

above does not include:

(i) the 2020 December Promissory Note which was issued on December 16, 2020, (ii) the 2021 Promissory

Note which was issued on January 15, 2021, (iii) the Series C-2 Convertible Preferred stock which is subject to ratification by

our shareholders, and (iv) any stock options or restricted stock units that are subject to ratification by our shareholders.

2020 December Promissory Note is due on October 16, 2021 and is:

(i) convertible at a 35% discount to the closing price of the

Company’s common stock on the date before exercise with a floor price of $0.04 per share, (ii) shall bear interest at 12%

per annum (payable at maturity), and (iii) convertible at the Company’s option subject to certain limitations as set forth

in the 2020 December Promissory Note.

2021 Promissory Note is due on November 15, 2021 and is:

(i) convertible at a 35% discount to the closing price of the Company’s

common stock on the date before exercise with a floor price of $0.75 per share, (ii) shall bear interest at 12% per annum (payable

at maturity), and (iii) convertible at the Company’s option subject to certain limitations as set forth in the 2021 Promissory

Note Regarding Forward Looking Statements

contains forward-looking statements, including statements regarding our belief regarding the opportunities from businesses

using blockchain technology, our belief regarding advantages of using cryptocurrencies and Digital Assets and other

opportunities from purchasing Digital Assets, and our belief regarding our liquidity.

All statements other than statements of

historical facts contained in this report, including statements regarding our future financial position, liquidity, business

strategy and plans and objectives of management for future operations, are forward-looking statements.

“believe,”

“may,”

“estimate,”

“continue,”

“anticipate,”

“intend,”

“should,”

“plan,”

“could,”

“target,”

“potential,”

“is likely,”

“will,”

“expect”

and similar expressions, as they

relate to us, are intended to identify forward-looking statements.

We have based these forward-looking statements largely on

our current expectations and projections about future events and financial trends that we believe may affect our financial

condition, results of operations, business strategy and financial needs.

anticipated by any or all of these forward-looking statements might not occur.

Important factors, uncertainties and risks

that may cause actual results to differ materially from these forward-looking statements.

Further information on the risks

and uncertainties affecting our business is contained in the Risk Factors below.

We undertake no obligation to publicly

update or revise any forward-looking statements, whether as the result of new information, future events.

applicable to smaller reporting companies.

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business