What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-02-14 compared with 2022-11-14 · 424 added, 313 removed, 312 unchanged (70% of the section changed)

1 unchanged sentence

BALANCE SHEETS

September 30, 2022

June 30, 2022

Current assets:

Cash and cash equivalents

Prepaid expenses

Digital assets held, net of impairment

Cash and cash

Total current assets

Digital assets held, net of impairment

Deposit on equipment

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’

Current liabilities:

Accounts payable and accrued liabilities

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)

Accounts payable and accrued

Promissory note (net of

debt discount of $ 4,858 and $ 0 , respectively)

Promissory notes - related

parties (net of debt discount of $ 6,311 and $ 0 , respectively)

Convertible promissory

note (net of debt discount of $ 17,426 and $ 19,441 , respectively)

promissory notes - related party (net of debt discount of $ 258,363 and $ 328,658 , respectively)

Total current liabilities

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shares authorized

Series A Convertible Preferred Stock:

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

Series A Convertible Preferred

22 and 0 shares issued and outstanding at December 31, 2022 and June 30, 2022, respectively

Preferred stock, value

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shares authorized;

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

6,082,214 shares issued and outstanding at December 31, 2022 and June 30, 2022, respectively

Additional paid-in capital

Shares to be issued

Accumulated deficit

( 19,211,528 )

( 19,046,202 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

stockholders’ equity

Total liabilities and

stockholders’ equity

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

STATEMENTS OF OPERATIONS

Three months ended September 30,

Liquidity pool fees

Total Revenue

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Interest expense

Impairment of digital assets held

of digital assets held

Total Expense

Other income (expense)

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

Other rewards

gain on sale/ exchange of digital assets held

Total Other income (expense)

Net loss per share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

$ ( 107,015 )

$ ( 165,326 )

Net loss per share -

basic and diluted

Weighted average number

of common shares outstanding - basic and diluted

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

OF STOCKHOLDERS’ EQUITY

the three months ended September 30, 2022 and 2021

the three and six months ended December 31, 2022 and 2021

A Convertible Preferred Stock ($0.0001 par value)

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stockholders’

at September 30, 2022

$ ( 19,104,513 )

at December 31, 2022

$ ( 19,211,528 )

A Convertible Preferred Stock ($0.0001 par value)

Stock ($0.0001 par value)

stockholders’

at June 30, 2022

$ ( 19,046,202 )

conversion feature

at December 31, 2022

$ ( 19,211,528 )

A Convertible Preferred Stock ($0.0001 par value)

Stock ($0.0001 par value)

stockholders’

at September 30, 2021

$ ( 17,955,174 )

at December 31, 2021

$ ( 17,984,359 )

A Convertible Preferred Stock ($0.0001 par value)

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at June 30, 2021

$ ( 17,930,352 )

$ ( 208,324 )

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

income (loss)

at September 30, 2021

Ending balance

at December 31, 2021

$ ( 17,984,359 )

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

STATEMENTS OF CASH FLOW

Three months ended September 30,

Cash Flows from Operating Activities:

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

Impairment of digital assets held

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

Digital assets received as revenue

Digital assets paid as expense

Cash Flows from Operating

$ ( 165,326 )

Adjustments to reconcile

net loss to net cash used in operating activities

Impairment of digital assets

Realized (gain) loss on

sales/ exchange digital assets held

Digital assets received

as revenue and other rewards

Digital assets paid as

Non-cash interest expense

Forgiveness of interest – related party

Changes in operating assets and liabilities:

Forgiveness of interest

- related party

Changes in operating assets

and liabilities:

Increase in prepaid

(Decrease) increase in accounts payable and accrued liabilities

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of digital assets held

Sale of digital assets held

Net cash provided by investing activities

Cash Flows from Financing Activities:

(decrease) in accounts payable and accrued liabilities

cash used in operating activities

Cash Flows from Investing

Purchase of digital assets

of digital assets held

cash provided by investing activities

Cash Flows from Financing

Advances from related party

Proceeds from issuance of promissory note payable

Proceeds from issuance of convertible notes payable - related party

Net cash provided by financing activities

Proceeds from issuance

of promissory note payable

Proceeds from issuance

of promissory note payable

from issuance of convertible notes payable - related party

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 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 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

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

Non-cash Investing and Financing

of digital assets held with other digital assets

from sale of digital assets for other digital assets

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

issued in conjunction with promissory note

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

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

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

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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.

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 .

The 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.

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”.

Upon termination of the Receivership, Roran

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

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.

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”.

Upon termination of the Receivership, Roran took

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

Company filed with the Securities and Exchange Commission (the “SEC”) an application pursuant to Section 8(f) of the Investment Company Act for an order declaring that

the Company had 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.

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

As a result, the Company is now a

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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.

and restated articles of incorporation 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

Common stock and additional paid-in

capital for all periods presented in these unaudited 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.

The name change was effective June 3, 2022 , following clearance by the Financial

Industry Regulatory Authority (“FINRA”) .

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

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

centralized exchanges including Coinbase exchange.

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

EVM protocols.

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

Securities and Exchange Commission (“SEC”).

centralized exchanges including the Coinbase , Inc.

(“Coinbase”) exchange.

The Company also invests in what it considers promising non-fungible token (“ NFT ”) projects and virtual land, primarily on

Ethereum virtual machine (“ EVM ”) protocols.

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

The accompanying interim unaudited financial statements have been prepared under

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

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 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.

Operating results for the three and six months ended

December 31, 2022, are not necessarily indicative of the results that may be expected for the year ending June 30, 2023.

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 October 7, 2022.

Company’s unaudited financial statements are prepared in accordance with GAAP applicable to a going concern.

This contemplates

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

During the six months ended December

31, 2022, the Company incurred a net loss of $ 165,326

and used cash in operating activities of $ 123,715 ,

and on December 31, 2022, had an accumulated deficit of $ 19,211,528 .

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 unaudited 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.

There 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.

The cash held at

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

We hope to start

paying some of our suppliers and contractors in crypto assets in the coming months.

However, there can be no assurance we will be able

to pay any of our suppliers and contractors in digital assets.

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

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have been no material changes in the Company’s significant accounting policies to those previously disclosed in the Company’s

June 30, 2022 financial statements included in its 2021 Annual Report on Form 10-K.

audited financial statements included in its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, as filed with the SEC.

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

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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 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.

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

At December 31, 2022, $ 972 of cash was at held a financial institution which is a member of the Federal Deposit Insurance Corporation

(“FDIC”) and $ 0 was held at Coinbase.

The contract with Coinbase 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.

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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

for liquidity pool tokens and NFTs is assessed quarterly due to each token being a unique asset and due to the illiquid

markets in which these tokens trade.

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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 /

Company currently reviews quoted prices of its liquidity pool tokens, NFTs and comparable tokens at https://uniswap.org /

and https://opensea.io .

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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 recognizes revenue under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards

Codification (“ASC”) 606 , Revenue from Contracts with Customers .

The core principle of the revenue standard is

that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the company expects to be entitled in exchange for those goods or services.

The following five steps are

applied to achieve that core principle:

Identify the contract with the customer

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when the Company satisfies a performance obligation

is recognized when control of the promised goods or services is transferred to customer, in an amount that reflects the consideration

the Company expects to be entitled to in exchange for those goods or services.

The Company generates revenue through liquidity pools

and staking rewards.

pools are a collection of digital assets locked in a smart contract that provide liquidity to decentralized exchanges.

Liquidity allows

digital assets to be converted to cash quickly and efficiently without drastic price swings.

An important component of a liquidity pool

are automated market makers (“AMMs”).

An AMM is a protocol that uses liquidity pools to allow digital assets to be traded by a mathematical

formula rather than though a traditional market of buyers and sellers.

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

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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.

fees earned by the Company depend 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 liquidity over a price

is recognized from liquidity pools 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 asset awards received.

rewards are granted to holders of a crypto asset when the holders lock up that crypto asset as collateral to secure fairness when validating

transactions or other network actions.

Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network.

for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network.

Each block creation or validation is a performance obligation.

Revenue is recognized at the point when the block creation or validation

is complete and the rewards are transferred into a digital wallet that the Company controls.

Revenue is measured based on the number

of tokens received and the fair value of the token at contract inception.

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

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

Company recognizes crypto assets received through an airdrop if the crypto asset is expected to generate a probable future benefit and

if the Company is able to support the trading, custody, or withdrawal of these assets.

are accounted for in accordance with ASC 610-20 , Sales and Transfer of Nonfinancial Assets, Receipt of a airdrops are classified

as gains on the statement of operations.

Financial Instruments

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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

a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon

ultimate settlement.

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

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;

Under the provisions of ASC 260, 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

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

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 GAAP, 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 broad levels.

The three levels of fair

value hierarchy defined by Paragraph 820-10-35-37 are described below:

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

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Issued Accounting Pronouncements

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

August 2020, the FASB issued Accounting Standards Update (“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

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

both Subtopics.

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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

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

present or future financial statements.

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SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

Digital Assets

Balance, June 30, 2022

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( 4,573,913 )

Realized gain loss on sales/ exchange digital assets

Realized gain on sale/ exchange of digital

Acquired digital assets by liquidity pools

Digital assets used to pay prepaid, deposit and expenses

and other rewards

Digital assets used to pay prepaid, deposit

Impairment charges

Balance, September 30, 2022

Balance, December 31, 2022

Ending balance

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

at December 31, 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

value, at cost less impairment

Cryptocurrency

Cryptocurrency Total

Liquidity Pool Tokens

Pool Tokens Total

Liquidity Pool Tokens

Non-Fungible Tokens

Mutant Ape Yacht Club

Total digital assets, net of impairment

Non-Fungible Tokens 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.

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

These machines were deployed, became operational and started to generate

revenue on February 7, 2023.

5 – NOTES PAYABLE – RELATED PARTIES

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

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

Promissory Note – Related Parties

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 Company’s Chief Executive Officer, sole director and

majority stockholder.

The Promissory Note bears interest at the rate of 0.01 %

Any unpaid principal amount and any accrued interest was due on October 18, 2022.

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

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 Promissory

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 $ 9,000 .

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.

The note amendment resulted in a change

in the cash flows of less than 10%.

Therefore, the Promissory 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 and six months ended December 31, 2022, $ 1,995

and $ 2,689 ,

respectively, of discount amortization is included in interest expense.

At December 31, 2022 and June 30, 2022, there was an

unamortized discount balance of $ 6,311

respectively, to be amortized through October 2023 and accrued interest payable of $ 835

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.

Schadel, the Company’s Chief Executive Officer, sole director and majority stockholder.

The Promissory

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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.

Schadel 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.

At December 31, 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.

(“Laborsmart”).

Laborsmart is owned by Mr.

Company’s Chief Executive Officer, sole director and majority stockholder.

The Promissory Note bears interest at the rate of 5.00 %

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

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

Promissory Note is unsecured and there is no prepayment penalty.

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

principal and interest will accrue interest of 12 %

At December 31, 2022 and June 30, 2022, there was accrued interest payable of $ 966

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.

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 Promissory Note bears interest at the rate of 5.00 %

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

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

Promissory Note is unsecured and there is no prepayment penalty.

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

principal and interest will accrue interest of 12 %

In conjunction with the issue of the Promissory Note, the Company issued Mr.

Zarro a common stock purchase warrant (the

The terms 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

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.

During the three and six months

ended December 31, 2022, $ 1,995

and $ 3,058 ,

respectively, of discount amortization is included in interest expense.

At December 31, 2022 and June 30, 2022, there was an

unamortized discount balance of $ 4,858

respectively, to be amortized through May 2027 and accrued interest payable of $ 483

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.

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

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

The Convertible Promissory Note bears interest at

the rate of 3.25 %

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.

The Convertible Promissory Note is unsecured

and there is no prepayment penalty.

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

Company’s common stock at a conversion price of $ 0.50

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

per share on the date the Convertible Promissory 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

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 six months ended December 31, 2022, $ 1,008

and $ 2,016 ,

respectively, of discount amortization is included in interest expense.

At December 31, 2022 and June 30, 2022, there was an

unamortized discount balance of $ 17,426

and $ 19,441 ,

respectively, to be amortized through May 2027 and accrued interest payable of $ 418

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

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

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

(the “Convertible Promissory Note”), for value received being comprised of one bitcoin, to Mr.

Company’s Chief Executive Officer, sole director and majority stockholder.

The Convertible Promissory Note bears interest at

the rate of 3.5 %

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 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

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 %

The Convertible Promissory Note is

unsecured and there is no prepayment penalty.

At the option of Mr.

Schadel, the Convertible Promissory Note is convertible into

shares of the Company’s common stock at a conversion price of $ 0.50

The closing price of the Company’s common stock was $ 1.25

per share on the date the Convertible Promissory 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

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 six months ended December 31, 2022, $ 2,059

of discount amortization is included in interest expense.

At December 31, 2022 and June 30, 2022, there was an unamortized discount

balance of $ 34,114

and $ 38,233 ,

respectively, to be amortized through March 2027 and accrued interest payable of $ 222

respectively.

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

(the “Convertible Promissory Note”), for value received being comprised of 22.86012412 Ether, to Mr.

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 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

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 three months ended September

The Convertible Promissory Note is

unsecured and there is no prepayment penalty.

At the option of Mr.

Schadel, the Convertible Promissory Note is convertible into

shares of the Company’s common stock at a conversion price of $ 0.50

The closing price of the Company’s common stock was $ 1.42

per share on the date the Convertible Promissory 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 note.

During the three and six months ended December 31, 2022, $ 3,022

and $ 6,044 ,

respectively, of discount amortization is included in interest expense.

At December 31, 2022 and June 30, 2022, there was an

unamortized discount balance of $ 50,262

and $ 56,307 ,

respectively, to be amortized through March 2027 and accrued interest payable of $ 326

respectively.

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

(the “Convertible Promissory Note”), for cash, to Mr.

Schadel, 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 May 6, 2027.

The Convertible Promissory Note is unsecured

and there is no prepayment penalty.

At the option of Mr.

Schadel, the Convertible Promissory Note is convertible into shares of the

Company’s common stock at a conversion price of $ 0.50

The closing price of the Company’s common stock was $ 1.45

per share on the date the Convertible Promissory 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

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 six months ended December 31, 2022, $ 5,038

and $ 10,076 , respectively,

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 ,

At December 31, 2022 and June 30, 2022, there was an unamortized discount

balance of $ 86,911

and $ 96,988 ,

respectively, to be amortized through May 2027 and accrued interest payable of $ 543

respectively.

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 $ 100,0000 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

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

(the “Convertible Promissory Note”), for cash, to Mr.

Schadel, 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 May 9, 2027.

The Convertible Promissory Note is unsecured

and there is no prepayment penalty.

At the option of Mr.

Schadel, the Convertible Promissory Note is convertible into shares of the

Company’s common stock at a conversion price of $ 0.50

The closing price of the Company’s common stock was $ 1.415

per share on the date the Convertible Promissory 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 $ 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 and six months ended December 31, 2022, $ 5,038

and $ 10,076 , respectively,

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 ,

At December 31, 2022 and June 30, 2022, there was an unamortized discount

balance of $ 87,076

and $ 97,152 ,

respectively, to be amortized through May 2027 and accrued interest payable of $ 543

respectively.

9 unchanged sentences

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.

The Series A Certificate of Designations provides (i) the 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

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

1 unchanged sentence

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 .

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 remains 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.

Company common stock issuable at $ 0.75 per share.

Upon issuance on August 12, 2022, the Warrant remains exercisable for a period of three

weighted average remaining legal life of the warrants outstanding at December 31, 2022 is 4.20 years.

July 15, 2022, the Company’s director and shareholders approved an amendment of the Company’s Articles of Incorporation that,

5 unchanged sentences

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