What changed in this filing

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Item 7. Management’s Discussion and Analysis

2022-10-07 compared with 2021-09-01 · 224 added, 213 removed, 69 unchanged (86% of the section changed)

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of the results of operations and financial condition for the fiscal years ended June 30, 2022, and

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in this Annual Report.

references to “Waterside”, “we”, “our,” “us” and the “Company” in this Item

7 refer to Waterside Capital Corporation.

references to “Metavesco”, “Waterside”, “we”, “our,” “us” and the “Company”

in this Item 7 refer to Metavesco, Inc.

(formerly Waterside Capital Corporation).

discussion in this section contains forward-looking statements.

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in this Annual Report on Form 10-K.

Company was formed in the Commonwealth of Virginia on July 13, 1993, and was a closed-end investment company licensed by the SBA as an

The Company previously made equity investments in and provided loans to small businesses to finance their growth, expansion, and

Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated

by the Small Business Investment Act of 1958.

As a registered investment company under the Investment Company Act, the Company’s

investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective.

The Company made its first investment in a small business in October 1996.

May 2014, the Company effectively ceased operations.

The Company consented to a court order appointing the SBA as receiver of the Company

for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets.

That order also entered judgment

in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $11,770,722.

The SBA was appointed

receiver effective May 28, 2014.

the course of the Receivership, the activity of the Company was limited to the liquidation of the Company’s assets by the receiver

and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership.

The SBIC license granted to the Company

by the SBA was revoked by the SBA effective March 20, 2017.

On June 28, 2017, the Receivership was terminated.

The Final Order specifically

stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC

(“Roran”) upon notification of entry of this Order”.

termination of the Receivership, Roran took possession of all books and records made available to it by the SBA.

With no assets and no

SBIC license from the SBA, no income, and liabilities in excess of $10,000,000, it became clear to the Company that continuing to operate

as a registered investment company was impossible.

Roran provided assurances that it would fund reasonable expenses of the Company so

long as progress was being made to reorganize the Company and seek a new business to undertake or to merge with an existing business.

The New Board has continued to work toward achieving that goal.

Company filed a Form 10-K for the period ended June 30, 2017 and subsequently has filed all Forms 10-Q and Forms 10-K in a timely fashion.

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

that the Company has ceased to be a registered investment company.

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

had ceased to be an investment company.

Accounting Pronouncements

time-to-time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), or other standard-setting

bodies, relating to the treatment and recording of certain accounting transactions.

Unless otherwise discussed herein, the management

of the Company has determined that these recent accounting pronouncements will not have a material impact on the financial position or

results of operations of the Company.

& Management Plans

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’s

roadmap since entering the web3 space in March of 2022.

Although our plans have been accelerated with the recent decrease in the price

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

Metavesco is 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.

Accounting Policies

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management’s discussion and analysis of our financial condition and results of operations are based on our financial statements

which have been prepared in accordance with the U.S.

generally accepted accounting principles.

In preparing our financial statements,

we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent

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

which we have been prepared in accordance with the U.S.

generally accepted accounting principles (“GAAP”).

In preparing our

financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting periods.

accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment

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on financial condition or operating performance is material.

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

estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

These significant accounting estimates or assumptions bear the risk of change

due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult

to measure or value.

bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial

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of assets and liabilities that are not readily apparent from other sources.

regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes

in facts and circumstances, historical experience, and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates

are adjusted accordingly.

Management regularly evaluates the key factors and assumptions

used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and

reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

results could differ from those estimates.

our significant accounting policies are described in more detail in Note 2 of our annual financial statements included in this Annual

Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial

our significant accounting policies are described in more detail in Note 2 to our financial statements included in this Annual Report,

we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our financial statements:

as a Going Concern

assumes that the Company will continue as a going concern, which contemplates continuity of operations, the realization of assets, and

liquidation of liabilities in the ordinary course of business.

However, given our current financial position and lack of liquidity, there

is substantial doubt about our ability to continue as a going concern.

prepares the Company’s financial statements on the basis that the Company will continue as a going concern, which contemplates

continuity of operations, the realization of assets, and liquidation of liabilities in the normal course of business.

However, given

our current financial position and lack of liquidity, there is substantial doubt about our ability to continue as a going concern.

Financial Instruments

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

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.

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

value is measured using the quoted price in the principal market of the tokens.

The Company currently obtains the quoted price of tokens

from www.cryptocompare.com .

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.

The fair value of liquidity pool tokens is based on the quoted price on the last day of

the quarter at 4PM Eastern Time.

The fair value of NFTs is based on the average trading price on the last day of each quarter.

for liquidity pool tokens and non-fungible 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 digital assets.

Company currently reviews quoted prices of its liquidity pool tokens, non-fungible 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.

Company earns rewards for agreeing to lock up tokens for a fixed period of time to participate in running the blockchain and maintaining

Rewards are typically calculated in percentage yields.

Conversion Feature

issuance of the convertible debt issued by the Company (described in Note 3 to the Financial Statements) generated a beneficial conversion

feature (“BCF”), which arises when a debt or equity security is issued with an 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.

The Company recognized the BCF by allocating the intrinsic value of the conversion

option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion

price per share and the fair value of common stock per share on the commitment date, resulting in a discount on the convertible debt

(recorded as a component of additional paid-in capital).

issuance of the convertible debt issued by the Company generated a beneficial conversion feature (“BCF”), which arises when

a debt or equity security is issued with an 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

The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common

stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common

stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in

Value of Financial Instruments

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

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

820-10-35-37 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.

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 below:

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.

Tax Assets and Income Taxes Provision

Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification.

Paragraph 740-10-25-13 which

addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial

Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more

likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit

that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides

guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim periods and requires increased

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions

of paragraph 740-10-25-13.

Company adopted the provisions of paragraph 740-10-25-13 of the ASC.

Paragraph 740-10-25-13 which addresses the determination of whether

tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

Under paragraph 740-10-25-13,

the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will

be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in

the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood

of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest,

and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments

to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying

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carryforwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not

and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance.

Management made

this assumption based on (a) the Company has incurred recurring losses and presently has no revenue-producing business, (b) general economic

conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among

other factors.

of Operations

the year ended June 30, 2021, as compared to the year ended June 30, 2020:

the Fiscal Year Ended:

and accordingly, a full valuation allowance offsets the potential tax benefits of the net loss carry-forwards.

Management made this assumption

based on (a) the Company has incurred recurring losses and presently has no revenue-producing business, (b) general economic conditions,

and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

of Years Ended June 30, 2022 and 2021

March 2022, the Company commenced operations as a web3 enterprise and purchasing digital assets.

Revenue for the years ended June 30,

2022 and 2021 was derived from airdrops, liquidity pool fees and staking rewards of $100,056 and $0, respectively.

business plan includes earning income from liquidity fees and staking.

Airdrop revenue represents APE coin awards received as a result

of holding the Mutant Ape Yacht Club NFT.

Airdrop revenue

is generally a one-time award and the Company does not have expectations of airdrop further revenue.

The Company seeks higher returns

from liquidity pool fees by selecting pairs with higher risk and good volumes.

high trade volume is due to adjusting parameters on our liquidity pools.

Each trade generates a realized gain or loss.

Administrative

there were no operations, the Company did not generate any revenues for the year ended June 30, 2021, and 2020.

As part of the Receivership,

all of the Company’s revenue-generating assets were liquidated.

We expect that the Company will not generate any revenue until

we can execute on our plan to enter into a new business or merge with or otherwise acquire another business.

Even if we are successful

in closing such a transaction, there is still no assurance we will generate any revenue.

Company did not conduct any active business;

therefore, the Company had no direct costs associated with generating revenue.

expenses for the year ended June 30, 2020, totaled $128,467.

These expenses consisted primarily of legal and accounting and administrative

expenses for the Company’s filings with the SEC;

and, interest expense.

expenses for the year ended June 30, 2021, totaled $116,662.

These expenses consisted primarily of legal and accounting and administrative

expenses for the Company’s filings with the SEC;

and, interest expense.

Company had no employees for the years ended June 30, 2021, and June 30, 2020.

Any expenses related to “personnel” were for

professional fees, consultants, and contractors engaged in maintaining the corporate existence of the Company.

Party Transactions

Company has identified the following individuals and entities as related parties based on their affiliation with the Chairman of the

Board and Acting Chief Financial Officer:

Yitzhak Zelmanovitch

Roran Capital, LLC

Company owed the following amounts to related parties, affiliated with the CEO and Chairman of the Board, at the dates indicated:

Convertible Note

Payable (See Note 3 of the accompanying financial statements)

on Convertible Note Payable

Administrative

expenses totaled $164,669 and $70,970 for the years ended June 30, 2022 and 2021, respectively.

These expenses are primarily costs related

to keeping the Company current in its SEC filings and costs incurred for legal expenses related to conversion from a Virginia corporation

to a Nevada corporation, amendments to the amended and restated articles of incorporation and the issuance of Series A Convertible Preferred

expense totaled $12,761 and $45,692 for the years ended June 30, 2022 and 2021, respectively.

The decrease in interest expense is due

to the settlement of the convertible note payable.

of Digital Assets Held

of digital assets held totaled $233,642 and $0 for the years ended June 30, 2022 and 2021, respectively.

Digital assets are accounted

for as intangible assets are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any

time during the period.

Subsequent reversal of impairment losses is not permitted.

We will not recognize any increases in the fair value

of digital assets held until a gain is recognized on sale.

Impairment losses are a non-cash expense.

Gain (Loss) on Sales/ Exchange Digital Assets Held

generally do not seek to earn income from actively trading digital asset held.

We will dispose of assets in circumstances when there

is a significant increase in the fair value of an asset or when holding an asset is no longer consistent with our business plan.

reported a net loss of $1,115,850 and $116,662 during the years ended June 30, 2022 and 2021, respectively.

Any increase in revenue was

offset by an increase in administrative, impairment expenses and realized loss on sales/ exchange on digital assets held.

losses were primarily due to a broad deterioration of the crypto-currency market.

and Capital Resources

June 30, 2021, and 2020, we had cash and cash equivalents of $44 and $12,625, respectively.

On June 30, 2021, and 2020, we had a working

capital deficit of $208,324 and $121,662, respectively.

For the year ended June 30, 2021, and through the date of this Annual Report,

we have faced an increasingly challenging liquidity situation that has severely hamstrung our ability to execute our operating plan.

We have no operating business, and we generate no revenue.

While we are focused on identifying a new business to enter into, or merge

with or otherwise acquire an operating business, even those activities require capital.

We also maintain our corporate existence and

remain current in our voluntary filings with the SEC.

We will seek to borrow the needed capital from Roran and seek other sources for

There is no assurance that our Company will be able to secure such funding on acceptable (or any) terms.

During the year ended

June 30, 2021, and 2020, we reported a net loss from operations of $116,662 and $128,467, respectively.

had negative cash flows from operating activities totaling $57,581 for the period ending June 30, 2021.

Combined with a beginning cash

balance of $12,625 as of July 1, 2020, and $45,000 proceeds from the convertible note, we had a negative net decrease in cash during

2021 of $(12,581).

of June 30, 2021, we had assets of cash of $44 and no other assets.

As of June 30, 2021, we had liabilities of $208,368.

The Company’s

accumulated deficit was $17,930,352.

the Company can enter into or acquire a viable business and attract additional investment, the future of the Company operating as a going

concern is in substantial doubt.

voluntarily file annual, quarterly, and current reports with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the

“Exchange Act”).

In addition, the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and the rules subsequently implemented

by the SEC and the Public Company Accounting Oversight Board have imposed various requirements on public companies, including requiring

changes in corporate governance practices.

We expect these rules and regulations to increase our legal and financial compliance costs

and to make some activities of ours more time- consuming and costly.

has determined that additional capital will be required in the form of equity or debt securities.

There is no assurance that management

will be able to raise capital on terms acceptable to the Company.

If we are unable to obtain sufficient amounts of additional capital,

we may have to cease filing the required reports and cease operations completely.

If we obtain additional funds by selling any of our

equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our shareholders will

be reduced, shareholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior

to the common stock.

reflected in the financial statements, the Company had an accumulated deficit at June 30, 2021.

The Company also effectively ceased business

operations in May 2014 upon the appointment of the SBA as the receiver and the commencement of the Receivership.

Over the course of the

Receivership, the activity of the Company was limited to the liquidation of the Company assets and the payment of proceeds to the SBA

and the costs of the Receivership.

ability of the Company to re-commence its operations in the future is dependent on the plans of the Company’s management, which

will include the raising of capital through debt and/or equity markets, until such time that funds provided by operations are sufficient

to fund working capital requirements and the acquisition of a viable business.

The Company may need to incur additional liabilities with

certain related parties to sustain the Company’s existence.

There can be no assurance that the Company will be able to raise any

additional capital or acquire a viable entity to continue its business or enter into a new business.

independent registered public accounting firm, in its report for the year ended June 30, 2021, has expressed substantial doubt about

our ability to continue as a going concern.

Our plan regarding these matters is to raise additional debt and/or equity financing to allow

us the ability to cover our current cash flow requirements and meet our obligations as they become due.

There can be no assurances that

financing will be available or, if available, that such financing will be available under favorable terms.

In the event that we are unable

to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, we may seek protection under

bankruptcy laws.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization

of assets and the satisfaction of liabilities in the ordinary course of business.

have incurred recurring operating losses and negative operating cash flows through June 30, 2022, and we expect to continue to incur

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

We have obtained $340,000 of funding by issuing a demand promissory

note and convertible promissory notes to Ryan Schadel, the Company’s Chief Executive Officer, sole director and majority stockholder,

to meet our most critical cash requirements.

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 June 30, 2022, $36,143 of cash

was in held at a financial institution and $8 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 Inc.

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

We hope to start paying

some of our suppliers and contractors in digital 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.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a

going concern.

Our independent registered public accounting firm, in its report on our fiscal 2022 financial statements, expressed

substantial doubt about our ability to continue as a going concern.

Our financial statements as of and for the year ended June 30,

2022, do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised funding as

described in Note 4 and Note 6 to our financial statements.

Any additional amounts raised will be used for our future investing and

operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts of

Sheet Arrangements

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are material to investors.

plan is to seek, investigate, and consummate a merger or other business combination, purchase of assets or other strategic transaction

a merger) with a corporation, partnership, limited liability company or other operating business entity, or enter into a new business

(collectively, a “Business Target”) desiring the perceived advantages of becoming a publicly reporting and publicly held

We have no operating business, and conduct minimal operations necessary to meet regulatory requirements.

Our ability to

re-commence any operations is contingent upon obtaining adequate financial resources.

are not currently engaged in any business activities that provide cash flow.

The costs of investigating and analyzing business combinations

for the next 12 months and beyond such time will be paid with money borrowed from Roran, should negotiations with Roran on an extension

of the Roran Note be successful.

the next twelve months, we anticipate incurring costs related to (i) filing of Exchange Act reports;

and, (ii) identifying and consummating

a transaction with a Business Target.

believe we will be able to meet these costs through use of funds borrowed from Roran, or other amounts to be loaned to or invested in

us by other investors.

may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into

new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial

or operating difficulties and is in need of additional capital.

In the alternative, a business combination may involve the acquisition

of, or a merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market

for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur

in a public offering.

Zelmanovitch is our president, secretary, and our chief financial officer.

Zelmanovitch is only required to devote a small portion

of his time to our affairs on a part-time or as-needed basis.

No regular compensation has, in the past, nor is anticipated in the future,

to be paid to any officer or director in their capacities as such.

We do not anticipate hiring any full-time employees as long as we

are seeking and evaluating Business Targets.

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled

disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled

1 unchanged sentence

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 7. Management’s Discussion and Analysis