What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-10-07 compared with 2021-09-01 · 748 added, 262 removed, 161 unchanged (86% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS AND NOTES

Report of Independent Registered Public Accounting Firm

Reports of Independent Registered Public Accounting Firms (PCAOB ID:

6849 and PCAOB ID:

Balance Sheets as of June 30, 2022 and 2021

Statements of Loss for the years ended June 30, 2021 and 2020

Statements of Stockholders’ Deficit for the years ended June 30, 2021 and 2020

Statements of Operations for the years ended June 30, 2022 and 2021

Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2022 and 2021

Statements of Cash Flows for the years ended June 30, 2022 and 2021

1 unchanged sentence

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

Waterside Capital Corporation

the Board of Directors and

Stockholders of Metavesco, Inc.

(formerly Waterside Capital Corporation)

on the Financial Statements

have audited the accompanying balance sheets of Waterside Capital Corporation (the “Company”) as of June 30, 2021 and 2020,

and the related statements of loss, stockholders’ deficit, and cash flows for each of the two years in the period ended June 30,

2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of June 30, 2021 and 2020, and the results of its

operations and its cash flows for each of the two years in the period ended on June 30, 2021, in conformity with accounting principles

generally accepted in the United States of America.

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

have audited the accompanying balance sheets of Metavesco, Inc.

(the Company) as of June 30, 2022 and, and the related statements of

operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the

financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the

Company as of June 30, 2022, and the results of its operations and cash flows for the year then ended, in conformity with accounting

principles generally accepted in the United States of America.

Concern Matter

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

1 to the financial statements, the Company has experienced liquidity issues and does not have working capital.

The Company’s

has no active business to generate cash flows to repay its current and future obligations.

These conditions raise substantial doubt

about the Company’s ability to continue as a going concern.

Further information and management’s plans in regard to

this uncertainty are also described in Note 1.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

1 to the financial statements, the Company has a working capital deficit, has generated net losses since its inception and further losses

are anticipated.

The Company requires additional funds to meet its obligations and the costs of its operations.

These factors raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

3 unchanged sentences

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

6 unchanged sentences

or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

3 unchanged sentences

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of the Accounting for and Disclosure of Digital Currency Held

disclosed in Note 2 to the consolidated financial statements, the Company’s digital currency held as of June 30, 2022 are accounted

for as indefinite-lived intangible assets, and have been included in current assets on the balance sheet.

We identified the accounting

for and disclosure of the digital currency held as a critical audit matter because, currently, no specific definitive guidance exists

for the accounting for and disclosure of digital currencies held in accordance with accounting principles generally accepted in the United

States (“GAAP”).

The Company’s management has exercised significant judgment in their determination of how existing

GAAP should be applied to the accounting for its digital currency held, the associated financial statement presentation and accompanying

footnote disclosures.

primary procedures we performed to address this critical audit matter included the following:

management’s rationale for the application of Accounting Standards Codification (“ASC”) 350 to account for its

digital currency held and examined management’s processes for determining the amount of impairment expense recognized.

management’s rationale for the inclusion of digital currency as a current asset on the balance sheet.

supporting evidence for digital currency transactions including managements processes for calculating any gains or losses on sales

of its digital currency.

Hudgens CPA, PLLC

www.hudgenscpas.com

have served as the Company’s auditor since 2022.

October 7, 2022

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Stockholders

Waterside Capital Corporation

on the Financial Statements

have audited the accompanying balance sheet of Waterside Capital Corporation (the “Company”) as of June 30, 2021,

and the related statements of loss, stockholders’ deficit, and cash flows for the year ended June 30,

2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of June 30, 2021, and the results of its

operations and its cash flows for the year ended June 30, 2021, in conformity with accounting principles

generally accepted in the United States of America.

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the financial statements, the Company has experienced liquidity issues and does not have working capital.

The Company’s has no

active business to generate cash flows to repay its current and future obligations.

These conditions raise substantial doubt about the

Company’s ability to continue as a going concern.

Further information and management’s plans in regard to this uncertainty

are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures include examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit

provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated

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were consistent with U.S.

obtained management’s calculation of the intrinsic value of the embedded conversion

feature that was recorded as a debt discount based on the funds provided and recalculated

the intrinsic value.

obtained management’s calculation of the intrinsic value of the embedded conversion feature that was recorded as a debt discount

based on the funds provided and recalculated the intrinsic value.

traced the amounts borrowed into the Company’s bank statements.

2 unchanged sentences

tested that the amortization of the debt discount recorded to interest expense was correct.

/s/ HASKELL & WHITE LLP

have served as the Company’s auditor since 2017.

CAPITAL CORPORATION

30, 2021 and 2020

& STOCKHOLDERS’ DEFICIT

Note Payable - Roran

Interest Payable

In 2022, we became the predecessor auditor.

Waterside Capital Corporation)

June 30, 2022

June 30, 2021

Current assets:

Cash and cash equivalents

Prepaid expenses

Digital assets held, net of impairment

Total current assets

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

Stock, $ 1.00 par value, 10,000,000 shares authorized, 6,082,214 shares issued and outstanding, as of June 30, 2021 and June 30, 2020

Paid-In Capital

Accounts payable and accrued liabilities

Promissory note - related party

Accrued interest payable - related party

Convertible note payable - related party

Convertible promissory note (net of debt discount of $ 19,441 and $ 0 , respectively)

Convertible promissory notes - related party (net of debt discount of $ 328,658 and $ 0 , respectively)

Total current liabilities

Stockholders’ Equity (Deficit):

Preferred stock;

$ 0.0001 par value;

20,000,000 shares authorized

Series A Convertible Preferred Stock:

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

Preferred stock, value

Common stock;

$ 0.0001 par value;

100,000,000 shares authorized;

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

Additional paid-in capital

Accumulated deficit

( 19,046,202 )

( 17,930,352 )

Stockholders Deficit

LIABILITIES & STOCKHOLDERS DEFICIT

Total stockholders’ deficit

Total liabilities and stockholders’ equity (deficit)

reports of Independent Registered Public Accounting Firms.

accompanying notes are an integral part of these financial statements.

report of Independent Registered Public Accounting Firm.

CAPITAL CORPORATION

the Years Ended June 30, 2021 and 2020

Administrative

Waterside Capital Corporation)

OF OPERATIONS

Year ended June 30,

Liquidity pool fees

Staking rewards

Total Revenue

Administrative expenses

Interest expense

Impairment of digital assets held

Total Expense

Other income (expense)

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

Total Other income (expense)

$ ( 1,115,850 )

$ ( 116,662 )

Average Number of Common Shares Outstanding- Basic and Diluted

Loss Per Share- Basic and Diluted

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

reports of Independent Registered Public Accounting Firms.

accompanying notes are an integral part of these financial statements.

report of Independent Registered Public Accounting Firm.

CAPITAL CORPORATION

of Stockholders’ Deficit

Waterside Capital Corporation)

OF STOCKHOLDERS’ EQUITY (DEFICIT)

the years ended June 30, 2022 and 2021

Series A Convertible Preferred Stock ($0.0001 par value)

Common Stock ($0.0001 par value)

Additional paid-in

Total stockholders’

Balance at June 30, 2021

1 unchanged sentence

$ ( 208,324 )

Issue of Series A Convertible Preferred Stock

Beneficial conversion feature

Conversion of note payable

and accrued interest

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

( 1,115,850 )

loss for the year

at June 30, 2020

( 1,115,850 )

Balance at June 30, 2022

$ ( 19,046,202 )

Series A Convertible Preferred Stock ($0.0001 par value)

Common Stock ($0.0001 par value)

Additional paid-in

Total stockholders’

Balance at June 30, 2020

$ ( 17,813,690 )

$ ( 121,662 )

Beneficial conversion feature

loss for the year

at June 30, 2021

Balance at June 30, 2021

$ ( 17,930,352 )

$ ( 208,324 )

reports of Independent Registered Public Accounting Firms.

accompanying notes are an integral part of these financial statements.

report of Independent Registered Public Accounting Firm.

CAPITAL CORPORATION

of Cash Flows

the Years Ended June 30, 2021 and 2020

from Operating Activities

Waterside Capital Corporation)

Year ended June 30,

Cash Flows from Operating Activities:

$ ( 1,115,850 )

$ ( 116,662 )

to reconcile net loss (income) to net cash used in operating activities:

of debt discount

in assets and liabilities

Interest Payable

cash used in operating activities

from Financing Activities

from convertible note payable

cash provided by financing activities

(decrease) increase for year

at beginning of year

Cash at end of year

disclosure of non-cash financing activity

value of embedded beneficial conversion feature on convertible note payable

of note payable and accrued interest to common stock

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

Amortization of debt discount

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

Increase in accrued interest payable - related party

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of digital assets held

( 1,289,952 )

Net cash provided by investing activities

( 1,289,952 )

Cash Flows from Financing Activities:

Advances from related party

Proceeds from issuance of promissory note payable - related party

Proceeds from issuance of convertible notes payable - related party

Proceeds from issuance of convertible note payable

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

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

reports of Independent Registered Public Accounting Firms.

accompanying notes are an integral part of these financial statements.

report of Independent Registered Public Accounting Firm.

CAPITAL CORPORATION

Waterside Capital Corporation)

TO THE FINANCIAL STATEMENTS

1 – ORGANIZATION AND OPERATIONS

Capital Corporation (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end

investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Company (“SBIC”).

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

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 of 1940, as amended (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 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “ Court ”)

entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting

Money Judgment (the “ Order ”).

The Order appointed the SBA receiver of the Company for the purpose of marshaling and

liquidating in an orderly manner all of the Company’s assets and 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 Court assumed jurisdiction over the Company, and the SBA was

appointed receiver effective May 28, 2014.

(formerly Waterside Capital Corporation) (the “Company”) was incorporated in the Commonwealth of Virginia on July 13,

1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business

Investment Company (“SBIC”).

The Company previously made equity investments in, and provided loans to, small businesses to

finance their growth, expansion, and development.

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 of 1940, as amended (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 28, 2014, with the Company’s consent, the United States District Court for the Eastern District of Virginia, having jurisdiction

over an action filed by the SBA (the “ Court ”), entered a Consent Order and Judgment Dismissing Counterclaim, Appointing

Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “ Order ”).

The Order appointed the

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

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 .

Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.

Company effectively stopped conducting an active business upon the appointment of the SBA as the receiver and the commencement of the

court-ordered receivership (the “ Receivership ”).

Over 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.

Over 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.

On June 28, 2017, the Receivership was terminated with the entry of a Final Order by the Court.

Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders

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”.

1 unchanged sentence

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.

On April 22, 2020, the SEC

issued an order declaring that the Company had ceased to be an investment company.

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.

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, and it 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 operating capital resources.

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

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

Roran, which is a related party to the Company, has previously agreed

to loan our Company funds to meet our most critical cash requirements.

For further discussion of the Roran loan, see Notes 3 and

CAPITAL CORPORATION

TO THE FINANCIAL STATEMENTS

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

Our independent registered public accounting firm, in its report on our 2021 financial statements, raised substantial doubt

about our ability to continue as a going concern.

Our financial statements as of and for the year ended June 30, 2021, do not contain

any adjustments for this uncertainty.

Company 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 under Section 8(f) of the Investment

Company Act of 1940, as amended, declaring that the Company has ceased to be an investment company.

As a result, the Company is now a

reporting company under the Securities Exchange Act of 1934, as amended.

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’s financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern.

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

During the year ended

June 30, 2022, the Company incurred a net loss of $ 1,115,850 and used cash in operating activities of $ 153,308 , and on June 30, 2022,

had an accumulated deficit of $ 19,046,202 .

These factors, among others, raise substantial doubt about the Company’s ability to

continue as a going concern for a period one year from the date that the financial statements are issued.

The Company will be dependent

upon the raising of additional capital through placement of debt and its common stock in order to implement its business plan.

can be no assurance that the Company will be successful in this situation.

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.

held at Coinbase Inc.

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.

2 – SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

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 June 30, 2022, $ 35,143 of cash was at held a financial institution which is a member of the Federal Deposit Insurance Corporation

(“FDIC”) and $ 8 was held at Coinbase, Inc.

(“Coinbase”).

The contract with Coinbase, Inc.

requires USD balances

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

These accounts

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

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.

Financial Instruments

11 unchanged sentences

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

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 an embedded conversion option that is not bifurcated

and 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).

The BCF is amortized into interest expense over the

life of the related debt.

Company follows subtopic 850-10 of the FASB Accounting Standards Codification (“ASC”) for the identification of related parties

and disclosure of related party transactions.

CAPITAL CORPORATION

TO THE FINANCIAL STATEMENTS

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.

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).

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

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

24 unchanged sentences

Tax Assets and Income Taxes Provision

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

ASC 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 ASC 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 fifty percent (50%) likelihood of being realized

upon ultimate settlement.

ASC 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 ASC 740-10-25-13.

Company follows the provisions of ASC 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 ASC 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 fifty percent (50%) likelihood of being realized upon

ultimate settlement.

ASC 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.

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

8 unchanged sentences

varies from estimates, additional allowances or reversals of reserves may be necessary.

CAPITAL CORPORATION

TO THE FINANCIAL STATEMENTS

years that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and

4 unchanged sentences

Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share.

Basic net income (loss) per share is computed

by dividing the net income (loss) available to common stockholders for the period by the weighted average number of shares of common

stock outstanding during the period.

The calculation of diluted net income (loss) per share gives effect to common stock equivalents;

Under the provisions of the Earnings per

Share Topic ASC, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the

weighted average number of shares of common stock outstanding during the period.

The calculation of diluted net loss per share gives

effect to common stock equivalents;

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

time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that are adopted by the Company as

of the specified effective date.

Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet

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

CAPITAL CORPORATION

TO THE FINANCIAL STATEMENTS

3 – NOTES PAYABLE

March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the then outstanding

debentures of $ 16.1 million-plus accrued interest (the “Debentures”) were due and payable within fifteen days of the date

of the letter.

The Company did not possess adequate liquid assets to make this payment.

The Company negotiated terms of a settlement

agreement with the SBA effective September 1, 2010, which allowed the Company’s management to liquidate the portfolio so long as

there are no events of default.

The Debentures were repurchased by the SBA in September 2010, represented by a Note Agreement between

the SBA and the Company.

The Note Agreement had a maturity of March 31, 2013.

In the event of a default, the SBA had the ability to seek

receivership.

May 24, 2012 the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under

the Note Agreement (the “ Notice ”).

Under the terms of the Notice and the Note Agreement the SBA maintained a continuing

right to terminate the Note Agreement and appoint a receiver to manage the Company’s assets.

November 20, 2013 the SBA filed a complaint in the United States District Court for the Eastern District of Virginia seeking, among other

things, receivership for the Company and a judgment in the amount outstanding under the Note Agreement plus continuing interest.

complaint alleged that as of October 31, 2013 there remained an outstanding balance of $ 11,762,634 under the Note Agreement, including

interest, which continued to accrue at the rate of $ 2,021 per day.

The SBA, in filing the complaint, requested that the court take exclusive

jurisdiction of the Company and all of its assets wherever located and appoint the SBA as permanent receiver of the Company for the purpose

of liquidating all of the Company’s assets and satisfying the claims of its creditors in the order of priority as determined by

Company initially took steps to contest the legal action initiated by the SBA and to oppose the receivership action.

On April 29, 2014

the Board of Directors of the Company, as then constituted (the “ Board ”), met to reconsider the decision to contest

the SBA’s legal action.

In light of developments occurring since December of 2013, including projections of its portfolio companies

and discussions with the SBA, the Board determined, after consultation with and advice of its counsel, that it was not in the best interests

of the Company and its shareholders to continue to contest the legal action.

The SBA was informed of this determination.

The Board also

decided to consent to the receivership process.

May 28, 2014, with the Company’s consent, the court having jurisdiction over the action filed by the SBA (the “ Court ”)

entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting

Money Judgment (the “ Order ”).

The Order appointed the SBA receiver of the Company for the purpose of marshaling and

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

Such amount represents $ 11,700,000 in principal and $ 70,722 in accrued

The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014.

June 28, 2017, the Receivership was terminated and a final order entered by the Court provided Roran with control of the Company.

of June 30, 2021, the Company’s outstanding judgment payable totaled $ 0 as the judgment has been satisfied in full.

CAPITAL CORPORATION

TO THE FINANCIAL STATEMENTS

Company’s outstanding judgment payable owed to the SBA was purchased by Roran from the SBA in July 2017.

As such, all amounts due

to the outstanding judgment payable were owed to Roran rather than the SBA.

Upon purchase, the Company began to accrue interest that

was due under the original terms of the judgment payable.

The statutory interest rate was 0.094 %.

The Company satisfied the judgment

in full as Roran agreed to forgive the judgment and as of June 30, 2019, recognized a gain on extinguishment of debt of $ 10,584,254 ,

which is fully offset by NOLs for income tax purposes.

September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $ 150,000

in favor of Roran which was increased to $ 200,000

on June 17, 2019 and $ 250,000

on December 13, 2019 (the “ Note ”).

The Note was issued pursuant to a Convertible Loan Agreement with Roran (the “ Loan Agreement ”).

All outstanding principal

and accrued interest on the Note

is due and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then June 19, 2020 and

a further extension is being negotiated.

borrowed under the Note bear interest at 12 %

Roran has the right to convert all or any portion of the Note into shares of the Company’s common stock at a conversion

price equal to 60 %

of the share price.

As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $ 149,838

as of June 30, 2021 (exclusive of accrued interest).

During the year ended June 30, 2021, the total advances were $ 45,000 .

The Company recorded a BCF due the conversion option of $ 30,000 , and the unamortized balance at June 30, 2021 is $ 0 .

The amount is netted against the note payable balance as a debt discount with the corresponding entry to additional paid-in capital.

The debt discount has been amortized as interest expense through the maturity date.

4 - RELATED PARTY TRANSACTIONS

following individuals and entities have been identified as related parties based on their family affiliation with our CEO and Chairman

of the Board:

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

SCHEDULE OF AMOUNTS OWED TO RELATED PARTIES

Convertible Note

on Convertible Note Payable

Due to related parties

June 8, 2020, Roran Capital converted $124,500 principal amount of its promissory note with the Company and $25,500 of accrued and unpaid

interest thereon, totaling $ 150,000 ,

into 4,166,666

of the Company’s common stock at the stated conversion price per share of $ 0.036 .

The remaining balance due on the promissory note, as

of the conversion date, was $ 104,838

in principal and $ 19,988

in interest, and the Company has not yet amended

its Loan Agreement and Promissory Note with Roran Capital to extend the maturity date, which expired on June

August 2020, the FASB issued ASU 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and

Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).

This update amends the guidance on convertible instruments

and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related EPS guidance for

both Subtopics.

This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15,

2023, which means it will be effective for our fiscal year beginning July 1, 2024.

Early adoption is permitted but no earlier than fiscal

years beginning after December 15, 2020, including interim periods within those fiscal years.

We are currently evaluating the impact

of ASU 2020-06 on our financial statements.

recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public

Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

3 – DIGITAL ASSETS HELD, NET OF IMPAIRMENT

assets held, net of impairment have consisted of:

SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

Liquidity Pool Tokens and Non-Fungible Tokens

Balance, July 1, 2021

Beginning balance

Purchase of digital assets

Proceeds from sale of digital assets

( 7,598,130 )

( 2,626,769 )

( 10,224,899 )

Realized (loss) gain on sales/ exchange digital assets

Acquired digital assets by Airdrop

Acquired digital assets by Liquidity Pools

Acquired digital assets by Staking Rewards

Digital assets used to pay fees

Impairment charges

Balance, June 30, 2022

Ending balance

at June 30, 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

Liquidity Pool Tokens

Pool Tokens Total

Non-Fungible Tokens

Mutant Ape Yacht Club

Board Ape Kennel Club

4 – NOTES PAYABLE – RELATED PARTIES

September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”).

the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal over 18 months .

17, 2019, the Company amended the Loan Agreement increasing the loan amount to $ 200,000 and extending the maturity date to September

Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor

of Roran (the “Note”).

The Note bears interest at the rate of 12 % per annum.

Roran has the right to convert all or any portion

of the Note into shares of the Company’s common stock at a conversion price equal to 60 % of the share price.

The Company recorded

a BCF due to the conversion option of $ 116,800 , which has been fully amortized as of September 30, 2019.

The debt discount has been amortized

as interest expense through September 30, 2019.

On December 13, 2019, the Company amended its Loan Agreement Note with Roran as follows:

(i) the total amount to be loaned was increased to $ 250,000 , and (ii) the maturity date was extended to June 19, 2020 .

Although the maturity

date has passed, Roran has agreed to extend the loan and advance additional funds until further negotiations have been concluded.

June 8, 2020, Roran converted $ 124,500 principal amount of its promissory note with the Company and $ 25,500 of accrued and unpaid interest

thereon, totaling $ 150,000 , into 4,166,666 shares of Company Common Stock at the stated conversion price per share of $ 0.036 .

The remaining

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

As a result of the

advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $ 149,838 as of June 30, 2021 (net of debt

discounts and exclusive of accrued interest).

the year ended June 30, 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.

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.

In accordance with ASC 470-50-40-2, the resulting forgiveness

of convertible note payable, accrued interest and advances – related party of $ 207,644 is recorded as an increase in additional

paid-in capital within the statements of shareholders’ equity (deficit), as the debt forgiven is in essence a capital transaction.

SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES

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

Promissory Note

October 18, 2021, the Company issued a Promissory Note in the principal amount of $ 100,000 (the “Promissory Note”) for cash

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

Promissory Note bears interest at the rate of 0.01 % per annum.

Any unpaid principal amount and any accrued interest is due on October

The Holder may demand payment of all or any portion of the outstanding principal and interest at any time.

The Promissory Note

is unsecured and there is no prepayment penalty.

June 29, 2022, the Company issued a Promissory Note in the principal amount of $ 40,000 (the “Promissory Note”) for cash to

Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority stockholder.

The Promissory

Note bears interest at the rate of 0.01 % per annum.

Any unpaid principal amount and any accrued interest is due on June 29, 2023.

Holder may demand payment of all or any portion of the outstanding principal and interest at any time.

The Promissory Note is unsecured

and there is no prepayment penalty.

Promissory Notes

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.

The closing price of the Company’s common stock was $ 1.40 per share on the

date the Promissory Convertible Note was issued.

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 $ 20,000 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

During the year ended June 30, 2022, $ 559 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $ 19,441 to be amortized through May 2027.

Promissory Notes – Related Party

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 was issued.

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

During the year ended June 30, 2022, $ 2,641 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $ 38,233 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 3.25 %

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 was issued.

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

During the year ended June 30, 2022, $ 3,679 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $ 56,307 to be amortized through March 2027.

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.

The closing price of the Company’s common stock was $ 1.45 per share on the date the Promissory Convertible Note was issued.

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 $ 100,000 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 year ended June 30, 2022,

$ 3,012 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $ 96,988

to be amortized through May 2027.

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.

The closing price of the Company’s common stock was $ 1.415 per share on the date the Promissory Convertible Note was issued.

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 $ 100,000 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 year ended June 30, 2022,

$ 2,848 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $ 97,152

to be amortized through May 2027.

June 29, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 40,000 (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 June 29, 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 $ 1.00 per share on the date the Promissory Convertible Note was issued.

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 $ 40,000 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 year ended June 30, 2022,

$ 22 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $ 39,978

to be amortized through May 2027.

5 - RELATED PARTY TRANSACTION - 2021

following individuals and entities have been identified as related parties based on their family affiliation with our former CEO and

former Chairman of the Board:

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

SCHEDULE OF CONVERTIBLE DEBTS

June 30, 2021

Convertible Note Payable

Interest on Convertible Note Payable

6 – SHAREHOLDERS’ EQUITY (DEFICIT)

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.

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 is convertible 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 June 30, 2022

is 4.71 years.

7 – INCOME TAXES

Company had no income tax expense due to operating losses incurred for the years ended June 30, 2022 and 2021.

Modifications

for net operating losses (NOL):

Under Code Section 172(a) the amount of the NOL deduction is equal to the lesser of (a) the aggregate

of the NOL carryovers to such year and NOL carrybacks to such year, or (b) 80 % of taxable income computed without regard to the deduction

allowable in this section.

Thus, NOLs are currently subject to a taxable-income limitation and cannot fully offset income.

The Act temporarily

removes the taxable income limitation to allow an NOL to fully offset income.

Modifications

of limitation on business interest:

The 2017 Tax Cuts and Jobs Act of 2017 (TCJA) generally limited the amount of business interest allowed

as a deduction to 30 % of adjusted taxable income.

The Act temporarily and retroactively increases the limitation on the deductibility

of interest expense under Code Section 163(j)(1) from 30 % to 50 % for tax years beginning in 2019 and 2020.

(Code Section 163(j)(10)(A)(i)

as amended by Act Section 2306(a)).

Company has not recorded the necessary provisional adjustments in the financial statements in accordance with its current understanding

of the CARES Act and guidance currently available as of this filing.

But is reviewing the CARES Act potential ramifications.

tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets

and liabilities on June 30, 2022 and 2021 are comprised of the following:

OF DEFERRED TAX ASSETS AND LIABILITIES

June 30, 2022

June 30, 2021

Deferred tax assets:

Net-operating loss carryforward

Total deferred tax assets

Valuation allowance

Deferred tax assets, net of allowance

OF PROVISION FOR INCOME TAXES

June 30, 2022

June 30, 2021

Change in valuation allowance

Income tax provision

have a net operating loss (“NOL”) carry forward for U.S.

income tax purposes aggregating approximately $ 1,237,200 as of June

30, 2022, subject to the Internal Revenue Code Section 382/383, which places a limitation on the amount of taxable income that can be

offset by net operating losses after a change in ownership.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the period in which those temporary differences become deductible.

Management considers the scheduled reversal

of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment.

In case the deferred tax

assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax

assets on June 30, 2022.

The valuation allowance increased by approximately $ 182,600 as of June 30, 2022.

expected tax expense (benefit) based on the U.S.

federal statutory rate is reconciled with actual tax expense (benefit) as follows:

OF EFFECTIVE INCOME TAX RATE

June 30, 2022

June 30, 2021

Statutory Federal Income Tax Rate

Non-deductible expenses

Change in valuation allowance

Income tax provision

Company has not identified any uncertain tax positions requiring a reserve as of June 30, 2022.

8 – SUBSEQUENT EVENTS

Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued

to determine if they must be reported.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

were no disagreements with our accountants on accounting or financial disclosure matters during 2021 and 2020, respectively.

the Company was not required to engage an independent registered public accounting firm due to its status as a registered investment

Since the Company is no longer a registered investment company, it engaged the services of Haskell & White LLP in January

2017 to serve as the Company’s independent registered public accounting firm.

Forward Stock Split

2022, the Company’s director and shareholders approved an amendment of the Company’s Articles of Incorporation that, if filed,

would effect a 10-for-1 forward stock split of the Company’s common stock (the “Forward Split”).

The Forward Split is

subject to clearance by the Financial Industry Regulatory Authority (“FINRA”), and the Company will not effect the Forward

Split until it is cleared by FINRA.

The Board retains authority to abandon the Forward Split for any reason at any time prior to effecting

the Forward Split.

Promissory Note – Related Party

August 12, 2022, the Company issued a Promissory Note in the principal amount of $ 50,000 (the “Promissory Note”) for cash

to Laborsmart Inc.

(the “Holder”).

The Holder is owned by the Company’s Chief Executive Officer, sole director and

majority stockholder.

The Promissory Note bears interest at the rate of 5.00 % per annum.

Any unpaid principal amount and any accrued

interest is due on August 12, 2023 .

The Holder may demand payment of all or any portion of the outstanding principal and interest at

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

In event the Note is not paid when due, any outstanding

principal and interest will accrue interest of 12 % per annum.

Promissory Note and Common Stock Purchase Warrant

August 12, 2022, the Company issued a Promissory Note in the principal amount of $ 50,000 (the “Promissory Note”) for cash

to Tom Zarro (the “Holder”).

The Promissory Note bears interest at the rate of 5.00 % per annum.

Any unpaid principal amount

and any accrued interest is due on August 12, 2023 .

The Holder may demand payment of all or any portion of the outstanding principal

and interest at any time.

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

In event the Note is not paid when due,

any outstanding principal and interest will accrue interest of 12 % per annum.

In conjunction with the issue of the Promissory Note, the

Company issued Mr.

Zarro a common stock purchase warrant (the “Warrant”).

to the terms of the Warrant, Mr.

Zarro may, at any time on or after August 12, 2022 and until August 12, 2025, exercise the Warrant to

purchase 20,000 shares of the Company’s common stock for an exercise price per share of $ 0.75 , subject to adjustment as provided

in the Warrant.

to Demand Promissory Note – Related Party

October 18, 2021, the Company issued a Promissory Note in the principal amount of $ 100,000 (the “Promissory Note”) for cash

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

Promissory Note bears interest at the rate of 0.01 % per annum.

Any unpaid principal amount and any accrued interest is due on October

On August 29, 2022, the Company entered into an Amendment to Promissory Note, dated August

29, 2022 with the Holder.

Pursuant to the terms of the note amendment, the maturity date of the Promissory Note was extended to October

23, 2023, and the interest rate of the Note was increased to 5 % as of and following August 29, 2022.

As consideration for extension of

the maturity date, the Company agreed to issue to Mr.

Schadel 15,000 shares of the Company’s common stock.

These shares were payable

as of the date of this Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 8. Financial Statements and Supplementary Data