What changed in this filing

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Item 1. Financial Statements

2022-11-14 compared with 2022-05-16 · 296 added, 287 removed, 329 unchanged (64% of the section changed)

FINANCIAL STATEMENTS

CAPITAL CORPORATION

BALANCE SHEETS

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

March 31, 2022

September 30, 2022

June 30, 2022

4 unchanged sentences

Total current assets

Liabilities and Stockholders’ Equity (Deficit)

Deposit on equipment

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued liabilities

Promissory note - related party

Accrued interest payable - related party

Convertible note payable - related party

Promissory note (net of debt discount of $ 6,853 and $ 0 , respectively)

Promissory notes - related parties (net of debt discount of $ 8,306 and $ 0 , respectively)

Convertible promissory note (net of debt discount of $ 18,433 and $ 19,441 , respectively)

Convertible promissory notes - related party (net of debt discount of $ 273,523 and $ 328,658 , respectively)

Total current liabilities

Stockholders’ Equity (Deficit):

Stockholders’ Equity:

Preferred stock;

2 unchanged sentences

Series A Convertible Preferred Stock:

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

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

Preferred stock, value

Common stock;

1 unchanged sentence

100,000,000 shares authorized;

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

6,082,214 shares issued and outstanding at September30, 2022 and June 30, 2022

Additional paid-in capital

Shares to be issued

Accumulated deficit

1 unchanged sentence

( 19,046,202 )

Total stockholders’ deficit

Total liabilities and stockholders’ equity (deficit)

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

CAPITAL CORPORATION

Total stockholders’ equity

Total liabilities and stockholders’ equity

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

STATEMENTS OF OPERATIONS

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

Three month period ended

Nine month period ended

Three months ended September 30,

Liquidity pool fees

9 unchanged sentences

Weighted average number of common shares outstanding - basic and diluted

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

CAPITAL CORPORATION

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

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

Series A Convertible Preferred

($0.0001 par value)

stockholders’

Balance, December 31, 2021

$ ( 17,984,359 )

Issue of Series A Convertible Preferred Stock

Beneficial conversion feature

Balance, March 31, 2022

$ ( 17,999,739 )

Series A Convertible Preferred

($0.0001 par value)

stockholders’

Balance at June 30, 2021

$ ( 17,930,352 )

$ ( 208,324 )

Issue of Series A Convertible Preferred Stock

Beneficial conversion feature

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

Balance, March 31, 2022

$ ( 17,999,739 )

Series A Convertible Preferred

($0.0001 par value)

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

OF STOCKHOLDERS’ EQUITY

the three months ended September 30, 2022 and 2021

A Convertible Preferred Stock ($0.0001 par value)

Stock ($0.0001 par value)

stockholders’

Balance, December 31, 2020

$ ( 17,887,624 )

$ ( 173,929 )

Beneficial conversion feature

Balance, March 31, 2021

$ ( 17,901,948 )

$ ( 184,920 )

Series A Convertible Preferred

($0.0001 par value)

at June 30, 2022

conversion feature

at September 30, 2022

A Convertible Preferred Stock ($0.0001 par value)

Stock ($0.0001 par value)

stockholders’

Balance at June 30, 2020

$ ( 17,813,690 )

$ ( 121,662 )

Beneficial conversion feature

Balance, March 31, 2021

$ ( 17,901,948 )

$ ( 184,920 )

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

CAPITAL CORPORATION

at June 30, 2021

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

income (loss)

at September 30, 2021

Ending balance

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

STATEMENTS OF CASH FLOW

the nine months ended March 31, 2022 and 2021

Nine month periods ended December 31,

Three months ended September 30,

Cash Flows from Operating Activities:

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

1 unchanged sentence

Digital assets paid as expense

Non-cash interest expense

Forgiveness of interest – related party

Changes in operating assets and liabilities:

1 unchanged sentence

(Decrease) increase in accounts payable and accrued liabilities

Increase in accrued interest payable - related party

Net cash used in operating activities

1 unchanged sentence

Purchase of digital assets held

Net cash provided by financing activities

Sale of digital assets held

Net cash provided by investing activities

Cash Flows from Financing Activities:

Advances from related party

Proceeds from issuance of promissory note payable - related party

Proceeds from issuance of convertible note payable - related party

Issuance of Series A Convertible Preferred Stock

Proceeds from issuance of promissory note payable

Proceeds from issuance of convertible notes payable - related party

Net cash provided by financing activities

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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

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

Deposit on equipment

Warrants issued in conjunction with promissory note

Shares to be issued in conjunction with the amendment of terms of promissory note - related party

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

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

CAPITAL CORPORATION

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

TO UNAUDITED 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.

(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

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

In conjunction with the SPA, the 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 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

8 unchanged sentences

common stock and preferred stock to $ 0.0001 per share.

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

to reflect the reduction in par value.

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 will not be effective

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

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.

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

Operating results for the three and nine months ended

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

Operating results for the three months ended September

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

For further information,

refer to the audited financial statements and notes for the year ended June 30, 2022, included in the Company’s Annual Report on

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

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

United States (“GAAP”).

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

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

Our financial statements have been presented on the basis that our

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

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

as well as limitations on our capital resources.

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

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

The Company on October 18,

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

note for $ 100,000 in cash.

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

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

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

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

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

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

The cash held at Coinbase

Form 10-K filed with the SEC on October 7, 2022.

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 three months

ended September 30, 2022, the Company incurred a net loss of $ 58,311 and used cash in operating activities of $ 63,504 , and on September

30, 2022, had an accumulated deficit of $ 19,104,513 .

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.

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

characterized COVID-19 as a pandemic.

COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued

increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations,

and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total

lock-down orders and business limitations and shutdowns.

The ultimate impact of the COVID-19 pandemic on our business is unknown and

will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity

of the COVID-19 pandemic and any additional preventative and protective actions that governments may direct.

Management believes the

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

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

4 unchanged sentences

of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

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.

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

11 unchanged sentences

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

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

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

At September 30, 2022, $ 5,439 of cash was at held a financial institution which is a member of the Federal Deposit Insurance

Corporation (“FDIC”) and $ 71 was held at Coinbase, Inc.

(“Coinbase”).

The contract with Coinbase, Inc.

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

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

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

5 unchanged sentences

fair value is being measured.

Cryptocurrencies

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

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

The Company currently obtains the quoted

price of cryptocurrency from www.coinmarketcap.com .

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

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

Impairment for tokens is

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

The Company is

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

The Company currently

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

Impairment expense

is reflected in total expense in the statements of operations.

Subsequent reversal of impairment losses is not permitted.

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

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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

107 unchanged sentences

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.

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:

OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

Cryptocurrency

Balance, July 1, 2021

SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

Digital Assets

Balance, June 30, 2022

Beginning balance

Purchase of digital assets

1 unchanged sentence

( 1,842,200 )

( 1,271,514 )

Realized gain loss on sales/ exchange digital assets

Acquired digital assets by Airdrop

Acquired digital assets by Liquidity Pools

Digital assets used to pay fees

Digital assets used to pay prepaid, deposit and expenses

Impairment charges

Balance, March 31, 2022

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

OF ASSETS DIGITAL HOLDING IMPAIRMENTS

Balance, September 30, 2022

Ending balance

at September 30, 2022, the Company’s holdings of digital assets held, net of impairment consists of:

SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS

Carrying value, at cost less impairment

Cryptocurrency

Cryptocurrency Total

Liquidity Pool Tokens

Cryptocurrency

Liquidity Pool Tokens

Pool Tokens Total

Non-Fungible Tokens

Mutant Ape Yacht Club

Council of Kingz

Board Ape Kennel Club

Total digital assets, net of impairment

4 – DEPOSIT ON EQUIPMENT

August 22, 2022, the Company made a deposit of $ 72,095 with USDC to purchase 18 Antminer S19j Pro 100 TH Bitcoin mining machines.

The Company expects to receive delivery of the machines in December 2022.

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

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

September 2, 2021, in conjunction with the SPA, Roran agreed to forgive all obligations 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.

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

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

Promissory Note

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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.

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 with a fair value of

These shares were payable and reported as shares to be issued as of the date of this Report.

The note amendment resulted in a

change in the cash flows of less than 10%.

Therefore, the Note is not considered to be substantially different in accordance with ASC

470-50-10-10 and applied the modification accounting model in accordance with ASC-50-40-17 (b).

During the three months ended

September 30, 2022, $ 694 of discount amortization is included in interest expense.

At September 30, 2022 and June 30, 2022, there was

an unamortized discount balance of $ 8,306 and $ 0 , respectively, to be amortized through October 2023 and accrued interest payable of

$ 438 and $ 0 , respectively.

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.

At September 30, 2022 and June 30, 2022, there was accrued interest payable of $ 1 and $ 0 , respectively.

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.

At September 30, 2022 and June 30, 2022, there was accrued interest payable

of $ 336 and $ 0 , respectively.

Promissory Note and Common Stock Purchase Warrant

August 12, 2022, the Company issued a Promissory Note in the principal amount of $ 25,000 (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”).

of the Warrant state that, 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.

The fair value of Warrant was calculated using volatility of 157 %, interest-free rate of 3.18 %, nil expected dividend

yield and expected life of 3 years.

The fair value of the debt and warrant is allocated based on their relative fair values.

three months ended September 30, 2022, $ 1,063 of discount amortization is included in interest expense.

At September 30, 2022 and June

30, 2022, there was an unamortized discount balance of $ 6,853 and $ 0 , respectively, to be amortized through May 2027 and accrued interest

payable of $ 167 and $ 0 , respectively.

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 three months ended September 30, 2022, $ 1,008 of discount amortization is included in interest expense.

30, 2022 and June 30, 2022, there was an unamortized discount balance of $ 18,434 and $ 19,441 , respectively, to be amortized through May

2027 and accrued interest payable of $ 255 and $ 0 , respectively.

Promissory Notes – Related Party

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

3 unchanged sentences

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

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

At the option

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

$ 0.50 per share.

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

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

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

The Company recorded the beneficial conversion

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

During the three

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

At March 31, 2022, there was an

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

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 three months ended September 30, 2022, $ 2,059 of discount amortization is included in interest expense.

30, 2022 and June 30, 2022, there was an unamortized discount balance of $ 36,173 and $ 38,233 , respectively, to be amortized through March

2027 and accrued interest payable of $ 764 and $ 0 , respectively.

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

1 unchanged sentence

Chief Executive Officer, sole director and majority stockholder.

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

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

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

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

The Company recorded the beneficial conversion

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

During the three

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

At March 31, 2022, there was an

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

5 - RELATED PARTY TRANSACTIONS

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:

OF CONVERTIBLE DEBTS

March 31, 2022

June 30, 2021

Convertible Note Payable

Interest on Convertible Note Payable

6 – SHAREHOLDER DEFICIT

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’ deficit, as the debt forgiven is in essence a capital transaction.

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 interim unaudited 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 into 100,000 shares of Company common stock,

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

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

Warrants for $ 1,100,000 in cash.

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

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

the Warrant remain exercisable for a period of five years.

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

2022 is 4.96 years.

7 – SUBSEQUENT EVENTS

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 three months ended September 30, 2022, $ 3,022 of discount amortization is included in interest expense.

30, 2022 and June 30, 2022, there was an unamortized discount balance of $ 53,285 and $ 56,307 , to be amortized through March 2027 and

accrued interest payable of $ 1,090 and $ 0 , respectively.

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

6 unchanged sentences

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 three months ended September

30, 2022, $ 5,038 of discount amortization is included in interest expense.

At September 30, 2022 and June 30, 2022, there was an unamortized

discount balance of $ 91,950 and $ 96,988 , respectively, to be amortized through May 2027 and accrued interest payable of $ 1,309 and $ 0 ,

respectively.

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

6 unchanged sentences

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

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

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

The Convertible Promissory Note bears interest at the rate of

3.25 % per annum.

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

The Promissory Note is unsecured and there

is no prepayment penalty.

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

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

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 $ 100,0000 upon issuance.

The Company recorded the beneficial conversion feature as a discount

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

During the three months ended September

30, 2022, $ 5,038 of discount amortization is included in interest expense.

At September 30, 2022 and June 30, 2022, there was an unamortized

discount balance of $ 92,114 and $ 97,152 , respectively, to be amortized through May 2027 and accrued interest payable of $ 1,282 and $ 0 ,

respectively.

6 – SHAREHOLDER 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 .

August 12, 2022, the Company issued a common stock purchase warrant in conjunction with a Promissory Note.

The Warrant comprise of 20,000

Company common stock issuable at $ 0.75 per share Upon issuance on August 12, 2022, the Warrant remain exercisable for a period of three

weighted average remaining legal life of the warrants outstanding at September 30, 2022 is 4.45 years.

July 15, 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”).

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.

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

What changed 10-Q

Item 1. Financial Statements