What changed in this filing

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Item 1. Business

2022-10-07 compared with 2021-09-01 · 97 added, 142 removed, 180 unchanged (57% of the section changed)

146 unchanged sentences

balance due on the promissory note, as of the conversion date, was $104,838 in principal and $19,988 in interest.

Company is currently authorized to issue twenty-five thousand (25,000) shares of preferred stock, with a par value of $1.00 per share.

There are zero (0) shares of preferred stock issued.

The Company is also authorized to issue ten million (10,000,000) shares of common

stock, with a par value of $1.00 per share.

As of June 30, 2021, and currently, 6,082,214 shares of common stock of the Company were

September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan

Schadel (“Buyer”) and (iii) Roran.

Roran agreed to sell to the Buyer 4,247,666 shares of common stock of the Company held

by Roran for a total purchase price of $385,000.

In conjunction with the SPA, Roran agreed to forgive all amounts due to Roran by the

Company totaling $207,644, which is comprised of convertible note payable – related party, accrued interest payable – related

party, and advances from related party.

The Buyer acquired 4,247,666 shares of the Company’s

Common Stock, representing 69.7% of the issued and outstanding shares of Common Stock.

As such, the SPA resulted in a change of control

of the Company.

November 29, 2021, the Company converted from a Virginia corporation to a Nevada corporation.

December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation.

The amended and

restated articles had the effect of (i) increasing the Company’s authorized common stock to 100 million shares, (ii) increasing

the Company’s authorized preferred stock to 20 million shares, and (iii) reducing the par value of each of the Company’s

common stock and preferred stock to $0.0001 per share.

stock and additional paid-in capital for all periods presented in these financial statements have been adjusted retroactively to reflect

the reduction in par value.

December 17, 2021, the majority shareholder and board of directors approved an amendment to the amended and restated articles of incorporation

that would change the Company’s name from Waterside Capital Corporation to Metavesco, Inc.

The name change was approved by Financial

Industry Regulatory Authority (“FINRA”) and was effective June 3, 2022.

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.

Company is currently authorized to issue twenty million (20,000,000) shares of preferred stock, with a par value of $0.0001 per share.

There are twenty two (22) shares of Series A Convertible Preferred Stock issued.

The Company is also authorized to issue one hundred

million (100,000,000) shares of common stock, with a par value of $0.0001 per share.

As of June 30, 2022, and currently, 6,082,214 shares

of common stock of the Company were outstanding.

These shares are quoted over the counter with Pink OTC Markets Inc.

under the ticker symbol “WSCC” and are held

by 23 shareholders of record as of June 9, 2021.

The Company does not have any other equity securities outstanding.

under the ticker

symbol “MVCO” and are held by 23 shareholders of record as of October 7, 2022.

The Company does not have any other equity

securities outstanding.

Business Strategy and Operations

Company continues to explore options to either (i) enter into a new business, or, (ii) merge with, or otherwise acquire, an active business

that would benefit from operating as a public entity.

The New Board continues to search to identify the best possible candidate(s) in

order to provide value to the shareholders of the Company.

On April 22, 2020, the SEC issued an order declaring that the Company had

ceased to be an investment company.

The Company voluntarily files annual, quarterly, and current reports with the SEC pursuant to the

Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company will continue to list its common stock on the

Pink OTC Markets for the benefit of its shareholders.

As a result of these efforts, the Company is and holds itself out as being engaged

primarily in the business of seeking either (i) a new business to enter into;

or, (ii) merger or acquisition candidates, which would

benefit from being public.

are a shell company as that term is defined under federal securities laws.

Our business plan is to seek (i) a new business to enter into;

or, (ii) acquire assets or shares of an entity actively engaged in the business that generates revenues in exchange for our securities.

We will not restrict our search to any specific business, industry, or geographical location, and we may participate in a business venture

of virtually any kind or nature.

This discussion of our new business is purposefully general and is not meant to be restrictive of our

virtually unlimited discretion to search for and enter potential business opportunities.

Management anticipates that it may be able to

participate in only one potential business venture because we have nominal assets and limited financial resources.

This lack of diversification

should be considered a substantial risk to our shareholders because it will not permit us to offset potential losses from one venture

against gains from another.

of Operations

currently plan to investigate and, if such investigation warrants, either (i) enter into a new business;

or, (ii) acquire assets or shares

of an entity actively engaged in business and which is seeking the perceived advantages of being a publicly held corporation.

Our principal

business objective for the next 12-months and beyond will be to achieve long-term growth potential through either entering into a new

business or a combination with an existing business, rather than immediate, short-term earnings.

We will not restrict our search for

potential candidate target companies to any specific business, industry, or geographical location and, thus, may acquire, or enter into,

any type of business.

analysis of new business opportunities will be undertaken by or under the supervision of the New Board.

We have not entered into any

material definitive agreement with any party.

In our efforts to analyze and evaluate a prospective target business, we will consider

several factors, including, without limitation, the following:

experience and skill of

management and availability of additional personnel of the target business;

costs associated with effecting

the business combination;

equity interest retained

by our shareholders in the merged entity;

growth potential of the

target business;

capital requirements of

the target business;

capital available to the

target business;

stage of development of

the target business;

proprietary features and

degree of intellectual property or other protection of the target business;

the financial statements

of the target business;

the regulatory environment

in which the target business operates.

foregoing criteria are not intended to be exhaustive, and any evaluation relating to the merits of a particular target business will

be based, to the extent relevant, on the above factors, as well as other considerations we deem relevant.

In connection with our evaluation

of a prospective target business, we anticipate that we will conduct a due diligence review which will encompass, among other things,

meeting with incumbent management as well as a review of financial, legal and other information.

time and costs required to select and evaluate a target business (including conducting a due diligence review) and to structure and consummate

the business combination (including negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant

to applicable corporate and securities laws) cannot be determined at this time.

Our sole officer and director intend to devote only a

very small portion of his time to our affairs, and, accordingly, the consummation of a business combination may require a longer time

than if he devoted his full time to our affairs.

However, he will devote such time as he deems reasonably necessary to carry out our

business and affairs.

The amount of time devoted to our business and affairs may vary significantly depending upon, among other things,

whether we have identified a target business or are engaged in the active negotiation of a business combination.

anticipate that various prospective target businesses will be brought to our attention from various sources, including securities broker-dealers,

investment bankers, venture capitalists, bankers, and other members of the financial community, including, possibly, Roran.

impediments to a business combination or an entry into a new business may arise, such as appraisal rights afforded the shareholders of

a target business under the laws of its state of the organization.

This may prove to be a deterrent to a particular combination.

way we participate in an opportunity will depend upon the nature of the opportunity, our respective needs and desires as well as those

of the promoters of the opportunity, and the relative negotiating strength of ourselves and such promoters.

is likely that we will acquire our participation in a business opportunity through the issuance of common stock or other securities.

Although the terms of any such transaction cannot be predicted, it should be noted that in certain circumstances the criteria for determining

whether or not an acquisition is a so-called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code

of 1986, as amended (the “Code”), depends upon the issuance to the shareholders of the acquired company of at least 80% of

the common stock of the combined entities immediately following the reorganization.

If a transaction were structured to take advantage

of these provisions rather than other “tax-free” provisions provided under the Code, all prior shareholders would, in such

circumstances, retain 20% or less of the total issued and outstanding shares.

Under other circumstances, depending upon the relative

negotiating strength of the parties, prior shareholders may retain substantially less than 10% of the total issued and outstanding shares.

This could result in substantial additional dilution to the equity of those who were our shareholders prior to such reorganization.

present shareholders will likely not have control of a majority of our voting shares following a reorganization transaction.

of such a transaction, our current director may resign, and new directors may be appointed without any vote by shareholders.

the case of an acquisition, the transaction may be accomplished upon the sole determination of our management without any vote or approval

by shareholders.

In the case of a statutory merger or consolidation directly involving our Company, it will likely be necessary to call

a shareholders’ meeting and obtain the approval of the holders of a majority of the outstanding shares.

The necessity to obtain

such stockholder approval may result in delay and additional expense in the consummation of any proposed transaction and will also give

rise to certain appraisal rights to dissenting shareholders.

Most likely, management will seek to structure any such transaction so as

not to require stockholder approval, if possible.

is anticipated that the investigation of specific business opportunities and the negotiation, drafting, and execution of relevant agreements,

disclosure documents, and other instruments will require substantial management time and attention and substantial cost for accountants,

attorneys, and others.

If a decision is made not to participate in a specific business opportunity, the costs theretofore incurred in

the related investigation would not be recoverable.

Furthermore, even if an agreement is reached for the participation in a specific

business opportunity, the failure to consummate that transaction may result in our loss of the related costs incurred.

the year ended June 30, 2021, we did not engage in any business activities that provided us with positive cash flows.

As such, the costs

of investigating and analyzing business combinations for the next 12-months and beyond will be paid with funds raised through other sources,

which may not be available on favorable terms, if at all.

The Company, at this time, does not intend to obtain funds in one or more private

placements to finance the operation of any acquired business opportunity until the Company has successfully consummated such a merger

or acquisition or entered into a new business.

Instead, the Company intends to borrow money to finance ongoing operations.

April 22, 2020, the SEC issued an order declaring that the Company had ceased to be an investment company.

The Company continues

to list its common stock on the Pink OTC Markets for the benefit of its shareholders.

September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan

Schadel (“Buyer”) and (iii) Roran Capital, LLC (“Roran”).

Roran agreed to sell to the Buyer 4,247,666 shares

of common stock of the Company held by Roran for a total purchase price of $385,000.

In conjunction with the SPA, Roran agreed to forgive

all amounts due to Roran by the Company totaling $207,644 which is comprised of convertible note payable – related party, accrued

interest payable – related party and advances from related party.

The Buyer acquired 4,247,666 shares of the Company’s Common

Stock, representing 69.7% of the issued and outstanding shares of Common Stock.

As such, the Schadel SPA resulted in a change of control

of the Company.

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 (“PoS”) protocols on decentralized exchanges,

as well as centralized exchanges, including Coinbase.

The Company also invests in non-fungible token (“NFT”) projects and

virtual land that it believes are promising, primarily on EVM protocols.

Company has three areas of focus:

Liquidity Provider - In decentralized finance (DeFi), the ability

to trade assets from one to another is facilitated by Liquidity Pools (“LPs”) which generally contain a 50/50 balance between

both underlying tokens.

The Company expects to invest substantially in LPs to generate ongoing revenue.

We expect that this revenue will

fuel our other initiatives as we build the Company.

Staking - Like LPs, staking can provide potential passive revenue

to the Company.

Purchasing large blocks of lucrative PoS assets to grow the passive income portfolio is expected to be a major cornerstone

to our success.

This is a much greener approach to the traditional Proof of Work model, which is used by Bitcoin and Ethereum.

2.0 is expected to be on PoS in the near future and our goal is to eventually become a validator on the network.

NFTs - The Company holds NFTs for capital appreciation and

for potential income from IP licensing.

August 29, 2022, the Company announced its plan to begin Bitcoin mining operations.

Bitcoin mining has been part of the Company roadmap

since entering the web3 space in March of 2022, although our plans have been accelerated with the recent decrease in the price of Bitcoin.

Mining equipment has become much more affordable as overleveraged miners are forced to sell equipment at reduced prices.

in active talks with suppliers for equipment and hosting space.

We anticipate the Company will have an agreement in place very soon to

start mining operations at a hosted site in Texas and then eventually a second site in Georgia.

Company is no longer a registered investment company.

16 unchanged sentences

We will assess the need for any copyright, trademark, or patent applications on an ongoing basis.

Company will remain an insignificant participant among the firms which engage in the acquisition of business opportunities.

many established venture capital and financial concerns that have significantly greater financial and personnel resources and technical

expertise than the Company.

Given the Company’s extremely limited financial resources and limited management availability, the

Company will continue to be at a significant competitive disadvantage compared to the Company’s competitors.

Company currently has no employees.

It is the sole officer, who is also the director, will manage the business of the Company.

officer and director may join the Company as an employee in the future.

The Company does not anticipate a need to engage any full-time

employees at this time.

current and future competition includes other digital assets focused companies, such as Coinshares International Limited and private

operators that are in the same business as us.

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

They may devote

more resources to technology, infrastructure, marketing and may be able to more rapidly develop their solutions.

Other companies also

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

Our small team and relative lack of capital

is a competitive disadvantage.

Company currently has one employee, the sole officer and director of the Company.

We generally work remotely and we anticipate as we hire

additional staff they will also work remotely.

Company expects to continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy

10 unchanged sentences

other information available, free of charge, on a website for the Company.

At this time, the Company does not maintain a website, and

there is no estimate for when the Company will maintain such a website.

Our corporate offices are located at 140 West 31 st

Street, Second Floor, New York, New York, 10001.

Our website can be found at www.metavesco.com .

corporate offices are located at 410 Peachtree Pkwy, Suite 4245, Cummings, GA 30041.

Our telephone number is 678-241-5898.

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