What changed in this filing

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Item 1. Financial Statements

2022-05-16 compared with 2022-02-11 · 321 added, 125 removed, 295 unchanged (60% of the section changed)

2 unchanged sentences

BALANCE SHEETS

of December 31, 2021 (Unaudited) and June 30, 2021

of March 31, 2022 (Unaudited) and June 30, 2021

March 31, 2022

June 30, 2021

Current assets:

Cash and cash equivalents

Prepaid expenses

Liabilities and Stockholders’

Digital assets held, net of impairment

Total current assets

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable and accrued

Promissory note - related

Accrued interest payable

- related party

note payable - related party

Accounts payable and accrued liabilities

Promissory note - related party

Accrued interest payable - related party

Convertible note payable - related party

Convertible promissory notes - related party (net of debt discount of $ 99,566 and $ 0 , respectively)

Total current liabilities

Stockholders’ Deficit:

Stockholders’ Equity (Deficit):

Preferred stock;

1 unchanged sentence

20,000,000 shares authorized

0 shares issued and outstanding at December 31, 2021 and June 30, 2021

Series A Convertible Preferred Stock:

22 and 0 shares issued and outstanding at March 31, 2022 and June 30, 2021

Common stock;

1 unchanged sentence

100,000,000 shares authorized;

6,082,214 shares issued and outstanding at December 31, 2021 and June 30, 2021

6,082,214 shares issued and outstanding at March 31, 2022 and June 30, 2021

Additional paid-in capital

Accumulated deficit

( 17,999,739 )

( 17,930,352 )

stockholders’ deficit

Total liabilities and

stockholders’ deficit

Total stockholders’ deficit

Total liabilities and stockholders’ equity (deficit)

accompanying notes are an integral part of these unaudited condensed interim financial statements.

1 unchanged sentence

STATEMENTS OF OPERATIONS

the three and six months ended December 31, 2021 and 2020

month period ended December 31,

Administrative

the three and nine months ended March 31, 2022 and 2021

Three month period ended

Nine month period ended

Liquidity pool fees

Total Revenue

Administrative expenses

Interest expense

Impairment of digital assets held

Total Expense

Net loss per share -

basic and diluted

Weighted average number

of common shares outstanding - basic and diluted

Other income (expense)

Realized gain (loss) on sales/ exchange digital assets held

Total Other income (expense)

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

accompanying notes are an integral part of these unaudited condensed interim financial statements.

CAPITAL CORPORATION

STATEMENTS OF STOCKHOLDERS’ DEFICIT

the three and six months ended December 31, 2021 and 2020

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

the three and nine months ended March 31, 2022 and 2021

Series A Convertible Preferred

($0.0001 par value)

stockholders’

Balance, September 30, 2021

$ ( 17,955,174 )

Forgiveness of convertible note payable, accrued

interest and advances - related party

conversion feature

Balance, December 31, 2021

$ ( 17,984,359 )

Stock ($0.0001 par value)

Issue of Series A Convertible Preferred Stock

Beneficial conversion feature

Balance, March 31, 2022

$ ( 17,999,739 )

Series A Convertible Preferred

($0.0001 par value)

stockholders’

2 unchanged sentences

$ ( 208,324 )

Forgiveness of convertible note payable, accrued

interest and advances - related party

Balance, December 31, 2021

Issue of Series A Convertible Preferred Stock

Beneficial conversion feature

Forgiveness of convertible note payable, accrued interest and advances - related party

Balance, March 31, 2022

$ ( 17,999,739 )

Stock ($ 0.0001 par value)

Series A Convertible Preferred

($0.0001 par value)

stockholders’

Balance, September 30, 2020

Balance, December 31, 2020

$ ( 17,887,624 )

1 unchanged sentence

Beneficial conversion feature

Balance, December 31, 2020

Balance, March 31, 2021

$ ( 17,901,948 )

$ ( 184,920 )

Stock ($0.0001 par value)

Series A Convertible Preferred

($0.0001 par value)

stockholders’

3 unchanged sentences

Beneficial conversion feature

Balance, December 31, 2020

Balance, March 31, 2021

$ ( 17,901,948 )

3 unchanged sentences

STATEMENTS OF CASH FLOW

the six months ended December 31, 2021 and 2020

month periods ended December 31,

Cash Flows from Operating

Adjustments to reconcile

net loss to net cash used in operating activities

the nine months ended March 31, 2022 and 2021

Nine month periods ended December 31,

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities

Amortization of debt discount

Forgiveness of interest

- related party

Changes in operating assets

and liabilities:

Impairment of digital assets held

Forgiveness of interest - related party

Realized (gain) loss on sales/ exchange digital assets held

Digital assets received as revenue

Digital assets paid as expense

Changes in operating assets and liabilities:

Increase in prepaid

(Decrease) increase in

accounts payable and accrued liabilities

in accrued interest payable - related party

cash used in operating activities

Cash Flows from Financing

(Decrease) increase in accounts payable and accrued liabilities

Increase in accrued interest payable - related party

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of digital assets held

Net cash provided by financing activities

Cash Flows from Financing Activities:

Advances from related party

Proceeds from issuance

of promissory note payable - related party

from issuance of convertible note payable - related party

cash provided by financing activities

Net change in cash

Cash, beginning of period

Cash, end of period

SUPPLEMENTAL DISCLOSURES

OF CASH FLOW INFORMATION

Proceeds from issuance of promissory note payable - related party

Proceeds from issuance of convertible note payable - related party

Issuance of Series A Convertible Preferred Stock

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:

Interest paid

Income taxes paid

Non-cash Investing and Financing Activities

value of embedded beneficial conversion feature on convertible note payable - related party

of convertible note payable, accrued interest and advances - related party

Purchase of digital assets held with convertible promissory notes - related party

Purchase of digital assets held with other digital assets

Proceeds from sale of digital assets for other digital assets

Intrinsic value of embedded beneficial conversion feature on convertible note payable - related party and convertible promissory notes - related party

Forgiveness of convertible note payable, accrued interest and advances - related party

accompanying notes are an integral part of these unaudited condensed interim financial statements.

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took possession of all books and records made available to it by the SBA.

Company has no operating assets of any value, and the Company no longer has the SBIC license from the SBA.

The Company is no longer operating

as a registered investment company under the Investment Company Act.

The Company will now seek to either (i) enter into a new business;

or (ii) merge with, or otherwise acquire, an active business which would benefit from operating as a public entity, and has undertaken

a search to identify the best possible candidate(s) in order to provide value to the shareholders of the Company.

Company filed with the SEC an application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that

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until it is cleared by the Financial Industry Regulatory Authority (“FINRA”).

March 2022, the Company commenced operations as a web3 enterprise.

The Company generates income as a liquidity provider, via decentralized

exchanges such as Uniswap.

Additionally, the company farms tokens via Proof of Stake protocols on decentralized exchanges as well as

centralized exchanges including Coinbase exchange.

The Company also invests in promising NFT projects and virtual land, primarily on

EVM protocols.

interim unaudited financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States

7 unchanged sentences

all subsequent events and transactions through the date of filing this report.

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

information and note disclosures normally included in financial statements prepared in accordance with the United States generally accepted

2 unchanged sentences

all adjustments considered necessary for a fair presentation have been included.

Operating results for the three and six months ended

December 31, 2021, are not necessarily indicative of the results that may be expected for the year ending June 30, 2022.

information, refer to the audited financial statements and notes for the year ended June 30, 2021, included in the Company’s Annual

Report on Form 10-K filed with the SEC on September 1, 2021.

Operating results for the three and nine months ended

March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending June 30, 2022.

For further information,

refer to the audited financial statements and notes for the year ended June 30, 2021, included in the Company’s Annual Report on

Form 10-K filed with the SEC on September 1, 2021.

accompanying financial statements of our Company have been prepared in accordance with accounting principles generally accepted in the

United States.

The Company effectively ceased operations, has no significant liquid assets and continues to have net losses through the

date of these financial statements.

Our financial statements have been presented on the basis that our business is a going concern, which

contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

We are subject to the risks

and uncertainties associated with a business with no operating business or assets and no revenue, as well as limitations on our capital

We have incurred losses and negative operating cash flows since the Receivership, and we expect to continue to incur losses

and negative operating cash flows at least through the near future.

The Company on October 18, 2021, issued to Ryan Schadel, the Company’s

Chief Executive Officer, sole director and majority stockholder, a demand promissory note (Note 3) for $ 100,000 in cash.

It is expected

over the next six to nine months, the proceeds of the demand promissory note will be expended on professional fees, transfer agent, Edgar

agent, other administrative costs and evaluating Business Targets.

Thereafter, the Company expects to secure additional financing from

Ryan Schadel and other sources.

The Company does not presently possess sufficient resources to satisfy it obligations.

United States (“GAAP”).

The Company effectively ceased operations, has no significant liquid assets and continues

to have net losses through the date of these financial statements.

Our financial statements have been presented on the basis that our

business is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of

We are subject to the risks and uncertainties associated with a business with no operating business or assets and no revenue,

as well as limitations on our capital resources.

We have incurred losses and negative operating cash flows since the Receivership, and

we expect to continue to incur losses and negative operating cash flows at least through the near future.

The Company on October 18,

2021, issued to Ryan Schadel, the Company’s Chief Executive Officer, sole director and majority stockholder, a demand promissory

note for $ 100,000 in cash.

On March 16, 2022, the Company entered into Stock Purchases Agreements whereby the Company issued 22 shares

to Series A Convertible Preferred Stock and various Warrants for $ 1,100,000 in cash.

At March 31, 2022, $ 95,854 of cash was in held at

a financial institution and $ 400,673 was held at Coinbase, Inc.

The Company expects over the next twelve months, cash held at a financial

institution will be expended on professional fees, transfer agent, Edgar agent and other administrative costs.

The cash held at Coinbase

will be deployed to purchase crypto assets to generate staking rewards and liquidity pool fees.

We hope to start paying some of

our suppliers and contractors in crypto assets in the coming months.

However, there can be no assurance we will be able to pay any of

our suppliers and contractors in digital assets.

December 2019, a novel coronavirus disease (“COVID-19”) was initially reported, and in March 2020, the World Health Organization

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capital markets have been negatively impacted by COVID-19, which negatively impacts the Company’s ability to consummate a merger

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

2 - SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

June 30, 2021 financial statements included in its 2021 Annual Report on Form 10-K.

Company elected June 30 th as its fiscal year-end date.

Company elected June 30 as its fiscal year-end date.

of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements

and the reported amounts of revenues and expenses during the reporting periods.

significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these

8 unchanged sentences

results could differ from those estimates.

and cash equivalents

and cash equivalents include cash and interest-bearing highly liquid investments held at financial institutions, cash on hand that is

not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at crypto trading

At March 31, 2022, $ 95,854 of cash was at held a financial institution which is a member of the Federal Deposit Insurance Corporation

(“FDIC”) and $ 400,673 was held at Coinbase, Inc.

(“Coinbase”).

The contract with Coinbase, Inc.

balances in a client’s fiat wallet be held in an omnibus custodial account for the benefit of Coinbase’s customers.

accounts are either omnibus bank accounts insured by the FDIC (currently up to $ 250,000 per entity) or trust accounts holding short term

assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost.

Company assigns costs to transactions on a first-in, first-out basis (FIFO).

intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events

or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its

fair value is being measured.

Cryptocurrencies

are subject to impairment losses if the fair value a cryptocurrency decreases below the carrying value at any time during the period.

The fair value is measured using the quoted price in the principal market of the cryptocurrency.

The Company currently obtains the quoted

price of cryptocurrency from www.coinmarketcap.com .

Liquidity pool tokens and non-fungible tokens are subject to impairment losses

if the fair value a token decreases below the carrying value at the end of each quarterly accounting period.

Impairment for tokens is

assessed quarterly due to each token being a unique asset and due to the illiquid markets in which these tokens trade.

The Company is

continuously reviewing available markets and information and its methodology when determining the fair value of tokens.

The Company currently

reviews quoted prices of its tokens and comparable tokens at https://uniswap.org/ and https://opensea.io .

Impairment expense

is reflected in total expense in the statements of operations.

Subsequent reversal of impairment losses is not permitted.

sales of digital assets held are included within investing activities in the accompanying statements of cash flows and any realized gains

or losses from such sales are included in other income (expense) in the statements of operations.

is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as

revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.

authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the

Company’s financial position and results from operations.

is recognized when the award is claimed and deposited in the Company wallet.

The transaction consideration the Company receives is noncash

in the form of digital assets.

Revenue is measured at the fair value of the digital assets awards received using the quoted price

is the distribution of tokens without compensation generally undertaken with a view of increasing awareness of a new token, to encourage

adoption of new token and to increase liquidity in the early stages of a token project.

Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3.

The Company earns fees proportionate to the liquidity they have

supplied to the exchange.

The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs.

fees earned by the Company depends on the risk characteristics of each pair of tokens selected and the price range liquidity is provided.

Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with the provide liquidity

over a price range.

Financial Instruments

11 unchanged sentences

common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

conversion feature – The issuance of the convertible debt described in Note 3 generated a beneficial conversion feature (“BCF”),

which arises when a debt or equity security is issued with a non-separated embedded conversion option that is beneficial to the investor

or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying

conversion feature – The issuance of the convertible debt generated a beneficial conversion feature (“BCF”), which

arises when a debt or equity security is issued with a non-separated embedded conversion option that is beneficial to the investor or

in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying

stock at the commitment date.

4 unchanged sentences

The BCF is amortized into interest expense over the life of the related debt.

Company follows subtopic 850-10 of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

for the identification of related parties and disclosure of related party transactions.

Company follows subtopic 850-10 of the ASC for the identification of related parties and disclosure of related party transactions.

financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense

17 unchanged sentences

of relief sought or expected to be sought therein.

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability

39 unchanged sentences

however, potential common shares are excluded if their effect is anti-dilutive.

Value of Financial Instruments

Company follows paragraph 825-10-50-10 of ASC for disclosures about fair value of its financial instruments and has adopted paragraph

820-10-35-37 of ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

Paragraph 820-10-35-37

establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S.

and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related

disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure

fair value into three (3) broad levels.

The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar

techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and

the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within more than

one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of

the instrument.

involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market

dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related party transactions

were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Issued Accounting Pronouncements

3 unchanged sentences

effective will not have a material impact on our financial position or results of operations upon adoption.

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

3 – DIGITAL ASSETS HELD, NET OF IMPAIRMENT

assets held, net of impairment have consisted of:

OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

Cryptocurrency

Balance, July 1, 2021

Purchase of digital assets

Proceeds from sale of digital assets

( 1,164,272 )

( 1,271,514 )

Realized gain loss on sales/ exchange digital assets

Acquired digital assets by Airdrop

Acquired digital assets by Liquidity Pools

Digital assets used to pay fees

Impairment charges

Balance, March 31, 2022

at March 31, 2022, the Company’s holdings of digital assets held, net of impairment consists of:

OF ASSETS DIGITAL HOLDING IMPAIRMENTS

Carrying value, at cost less impairment

Cryptocurrency

Cryptocurrency Total

Liquidity Pool Tokens

Non-Fungible Tokens

Mutant Ape Yacht Club

Council of Kingz

Board Ape Kennel Club

4 – NOTES PAYABLE – RELATED PARTIES

22 unchanged sentences

discounts and exclusive of accrued interest).

the six months ended December 31, 2021, Roran made non-interest bearing, unsecured, short-term cash advances to the Company totaling

the nine months ended March 31, 2022, Roran made non-interest bearing, unsecured, short-term cash advances to the Company totaling $ 18,367

for the purpose of paying all accounts payable before the closing date of the SPA.

3 unchanged sentences

OF AMOUNTS OWNED TO RELATED PARTIES

forgiven by Roran

September 2, 2021

Convertible note payable –

related party

Interest on convertible note payable –

related party

Advance from related

Forgiveness of convertible

note payable, accrued interest and advances – related party

a result of Roran agreeing to forgive all obligations, as of December 31, 2021, no obligations are due to Roran.

Debts forgiven by Roran

on September 2, 2021

Convertible note payable – related party

Interest on convertible note payable – related party

Advance from related party

Forgiveness of convertible note payable, accrued interest and advances – related party

a result of Roran agreeing to forgive all obligations, as of March 31, 2022, no obligations are due to Roran.

Promissory Note

6 unchanged sentences

is unsecured and there is no prepayment penalty.

CAPITAL CORPORATION

TO UNAUDITED FINANCIAL STATEMENTS

Promissory Notes

March 4, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 40,874 (the “Promissory Convertible

Note”), for value received being comprised of 1 (one) bitcoin, to Ryan Schadel (the “Holder”), the Company’s

Chief Executive Officer, sole director and majority stockholder.

The Convertible Promissory Note bears interest at the rate of 3.5 % per

Any unpaid principal amount and any accrued interest is due on March 4, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option

of the Holder, the Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of

$ 0.50 per share.

The closing price of the Company’s common stock was $ 1.25 per share on the date the Promissory Convertible Note

As a result of the conversion price being lower than the market price of the Company’s common stock on the date of

issuance, the Company recognized a beneficial conversion feature of $ 40,874 upon issuance.

The Company recorded the beneficial conversion

feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related note.

During the three

and nine months ended March 31, 2022, $ 604 of discount amortization is included in interest expense.

At March 31, 2022, there was an

unamortized discount balance of $ 40,270 to be amortized through March 2027.

March 10, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 59,986 (the “Promissory Convertible

Note”), for value received being comprised of 22.86012412 Ether, to Ryan Schadel (the “Holder”), the Company’s

Chief Executive Officer, sole director and majority stockholder.

The Convertible Promissory Note bears interest at the rate of 3.5 % per

Any unpaid principal amount and any accrued interest is due on March 10, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option

of the Holder, the Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of

$ 0.50 per share.

The closing price of the Company’s common stock was $ 1.42 per share on the date the Promissory Convertible Note

As a result of the conversion price being lower than the market price of the Company’s common stock on the date of

issuance, the Company recognized a beneficial conversion feature of $ 59,986 upon issuance.

The Company recorded the beneficial conversion

feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related note.

During the three

and nine months ended March 31, 2022, $ 690 of discount amortization is included in interest expense.

At March 31, 2022, there was an

unamortized discount balance of $ 59,296 to be amortized through March 2027.

5 - RELATED PARTY TRANSACTIONS

3 unchanged sentences

OF CONVERTIBLE DEBTS

Convertible Note Payable (See Note

March 31, 2022

June 30, 2021

Convertible Note Payable

Interest on Convertible Note Payable

17 unchanged sentences

to reflect the reduction in par value.

March 11, 2022, the Company filed with the State of Nevada a certificate of designations for the Company’s Series A Convertible

Preferred Stock (“Series A Stock”).

The Series A Certificate of Designations provides (i) t he number of authorized

shares will be 100.

(ii) each share will have a stated value of $ 50,000 (iii) each share into 100,000 shares of Company common stock,

subject to a 9.99 % equity blocker (iv) shares are non-voting and (v) shares are not entitled to receive dividends or distributions.

March 16, 2022, the Company entered into Stock Purchases Agreements whereby the Company issued 22 shares to Series A Stock and various

Warrants for $ 1,100,000 in cash.

The Warrants comprise of 2,200,000 Company common stock issuable at $ 1.30 per share, 2,200,000 Company

common stock issuable at $ 1.50 per share and 2,200,000 Company common stock issuable at $ 1.75 per share, Upon issuance on March 16, 2022,

the Warrant remain exercisable for a period of five years.

The weighted average remaining legal life of the warrants at March 31,

2022 is 4.96 years.

7 – SUBSEQUENT EVENTS

Company has evaluated all events that occurred after the balance sheet date through the date of the filing of this Quarterly Report on

Form 10-Q to determine if they must be reported, and there are no subsequent events to be reported.

May 6, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 (the “Promissory Convertible

Note”), for cash, to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority

The Convertible Promissory Note bears interest at the rate of 3.25 % per annum.

Any unpaid principal amount and any accrued

interest is due on May 6, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option of the Holder, the

Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of $ 0.50 per share.

May 9, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 100,000 (the “Promissory Convertible

Note”), for cash, to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority

The Convertible Promissory Note bears interest at the rate of 3.25 % per annum.

Any unpaid principal amount and any accrued

interest is due on May 9, 2027.

The Promissory Note is unsecured and there is no prepayment penalty.

At the option of the Holder, the

Promissory Convertible Note is convertible into shares of the Company’s common stock at a conversion price of $ 0.50 per share.

May 10, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 20,000 (the “Promissory Convertible

Note”), for cash, to Timothy Hackbart (the “Holder”).

The Convertible Promissory Note bears interest at the rate of

3.25 % per annum.

Any unpaid principal amount and any accrued interest is due on May 10, 2027.

The Promissory Note is unsecured and there

is no prepayment penalty.

At the option of the Holder, the Promissory Convertible Note is convertible into shares of the Company’s

common stock at a conversion price of $ 0.50 per share.

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-Q

Item 1. Financial Statements