What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-02-14 compared with 2022-11-14 · 183 added, 62 removed, 249 unchanged (50% of the section changed)

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contained herein to reflect future events and developments, except as required by law.

following discussion of the results of operations for the three months ended September 30, 2022 and 2021, respectively, should be read

in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly

Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties,

such as our plans, objectives, expectations and intentions.

Actual results and the timing of events could differ materially from those

anticipated in these forward-looking statements because of a number of factors.

An investment in our common stock involves a high degree

Readers of this Quarterly Report on Form 10-Q should carefully consider the risks set forth in the Risk Factors and Business

sections of our Annual Report on Form 10-K for the year ended June 30, 2021, filed with the SEC on September 1, 2021.

Our management

has compiled the forward-looking statements specified in the following information based on assumptions made by management and considered

by management to be reasonable.

Our future operating results, however, are impossible to predict and no representation, guaranty, or

warranty is to be inferred from those forward-looking statements.

following discussion of the results of operations for the three and six months ended December 31, 2022 and 2021, respectively,

should be read in conjunction with our unaudited financial statements and the notes to those financial statements that are included

elsewhere in this Quarterly Report on Form 10-Q.

Our discussion includes forward-looking statements based upon current expectations

that involve risks and uncertainties, such as our plans, objectives, expectations and intentions.

Actual results and the timing of

events could differ materially from those anticipated in these forward-looking statements because of a number of factors.

investment in our common stock involves a high degree of risk.

Readers of this Quarterly Report on Form 10-Q should carefully

consider the risks set forth in the Risk Factors and Business sections of our Annual Report on Form 10-K for the year ended June 30,

2022, filed with the SEC on October 7, 2022.

Our management has compiled the forward-looking statements specified in the following

information based on assumptions made by management and considered by management to be reasonable.

Our future operating results,

however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking

assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future

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

The Company generates income as a liquidity provider, via decentralized

The Company generates revenue as a liquidity provider, via decentralized

exchanges such as Uniswap.

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Examples of web3 technologies include blockchain networks, cryptocurrencies,

NFT’s and smart contracts.

Company primarily invests in NFT collections from Yuga Labs which includes the Mutant Ape Yacht Club and the metaverse platform, Otherside.

NFTs and smart contracts.

Company primarily invests in NFT collections from Yuga Labs which includes the Mutant Ape Yacht Club and the metaverse platform.

of December 31, 2022, we are invested in 20 NFT tokens with a carrying value of $90,371.

If sold, our NFTs may require the

payment of a royalty to the creator.

Our NFTs currently do not generated royalties or other income.

is a computation engine that facilitates the deployment and operation of smart contracts.

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We expect that this revenue will fuel our other initiatives as we build the Company.

- Like LPs, staking can provide potential passive revenue to the Company.

Purchasing large blocks of lucrative PoS assets to grow

the passive income portfolio is expected to be a major cornerstone to our success.

This is a much greener approach to the traditional

Proof of Work model, which is used by Bitcoin.

- Like LPs, staking can provide potential revenue to the Company.

Purchasing large blocks of lucrative PoS assets to grow the passive

income portfolio is expected to be a major cornerstone to our success.

This is a much greener approach to the traditional Proof of

Work model, which is used by Bitcoin.

- The Company holds NFTs for capital appreciation and for potential income from IP licensing.

Mining Operations

December 31, 2022, the Company was invested in Uniswap V3 (liquidity pool), CAKE (staking) and NFTs.

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

Bitcoin mining has been part of the Company roadmap

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

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

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

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anticipate the Company will eventually open a second site in Georgia.

Mining Operations

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 originally expected delivery and deployment of these machines in December 2022.

These machines were deployed, became operational and started to generate revenue on February 7, 2023.

The delay is due to the lack of electric power at the host.

The host was seeking permission from the electric

utility to turn the power on for these machines.

Company plans to earn transaction fees with its crypto mining machines by validating requesting customers’ transactions to a

distributing ledger.

We joined a mining pool and expect to receive a pro-rata share of a bitcoin award for completing a

Company has entered into digital asset mining pools by entering into an agreement with one mining pool operator The agreement is terminable

at any time by either party.

In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency

award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are

recorded as a deduction from revenue), for successfully adding a block to the blockchain.

The Company’s fractional share is based

on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by

all mining pool participants in solving the current algorithm.

computing power in digital asset transaction verification services is an output of the Company’s ordinary activities.

The provision

of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators.

transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date

received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from

The consideration is all variable.

Because it is not probable that a significant reversal of cumulative revenue will not occur,

the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm)

and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized.

There is no significant

financing component in these transactions.

value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

Accounting Policies

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results could differ from those estimates.

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

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

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

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

our unaudited financial statements:

as a Going Concern

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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 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

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 (AMM).

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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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.

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.

Conversion Feature

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

of Three Months Ended September 30, 2022 and 2021

of Three Months Ended December 31, 2022 and 2021

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

Revenue for the three months ended September

Revenue for the three months ended

December 31, 2022 and 2021 was derived from liquidity pool fees of $43,464 and $0,

respectively.

business plan includes earning income from liquidity fees and staking .

The Company seeks higher returns from liquidity pool fees by selecting pairs with higher risk and good volumes.

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

Each trade generates a realized gain or loss.

Administrative

expenses totaled $52,500 and $29,185 for the three months ended December 31, 2022 and 2021, respectively.

These expenses are primarily

costs related to accounting, audit, legal and investor relations.

expense totaled $24,991 and $0 for the three months ended December 31, 2022 and 2021, respectively.

The increase in interest expense

is due to amortization of debt discount and accrued interest on new promissory notes and new convertible promissory notes issued since

October 2021.

of Digital Assets Held

of digital assets held totaled $256,018 and $0 for the three months ended December 31, 2022 and 2021, respectively.

Digital assets are

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

value at any time during the period.

Subsequent reversal of impairment losses is not permitted.

We will not recognize any increases in

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

Impairment losses are a non-cash expense.

Income (Expense)

rewards – we earned $GOO tokens as a result of holding an Art Gobblers NFT.

Gain on Sale/ Exchange on Digital Assets Held - We generally do not seek to earn income from actively

trading digital assets held.

We will dispose of assets in circumstances when there is a significant increase in the fair value of an asset

or when holding an asset is no longer consistent with our business plan.

reported a net loss of $107,015 and $29,185 for the three months ended December 31, 2022 and 2021, respectively.

Any increase in revenue

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

losses were primarily due to a steep drop in market price of crypto assets, high volatility of prices and a broad deterioration of the

crypto-currency market.

During 2022, there has been a sustained period of lower prices.

The broad deterioration of the crypto-currency

market has been highlighted by well publicized business failures such as FTX Exchange and BlockFi and the price collapse of TerraUSD

We have not suffered direct losses as a counterparty in a contract as a result of recent business failures.

The broad deterioration

in prices has reduced the capital we can invest and, therefore, reduced our revenue from liquidity pools and staking rewards.

unable to predict if or when prices will recover.

of Six Months Ended December 31, 2022 and 2021

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

Revenue for the six months ended December

31, 2022 and 2021 was derived liquidity pool fees of $83,894 and $0, respectively.

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Administrative

expenses totaled $125,010 and $21,825 for the three months ended September 30, 2022 and 2021, respectively.

expenses totaled $177,510 and $51,010 for the six months ended December 31, 2022 and 2021, respectively.

These expenses are primarily

costs related to accounting, audit, legal and investor relations.

expense totaled $23,542 and $2,997 for the three months ended September 30, 2022 and 2021, respectively.

expense totaled $48,533 and $2,997 for the six months ended December 31, 2022 and 2021, respectively.

The increase in interest expense

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of Digital Assets Held

of digital assets held totaled $25,299 and $0 for the three months ended September 30, 2022 and 2021, respectively.

of digital assets held totaled $281,317 and $0 for the six months ended December 31, 2022 and 2021, respectively.

Digital assets are

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Impairment losses are a non-cash expense.

Gain (Loss) on Sales/ Exchange Digital Assets Held

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

We will dispose of assets in circumstances when there

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

reported a net loss of $58,311 and $24,822 during the three months ended September 30, 2022 and 2021, respectively.

Income (Expense)

rewards – we earned $GOO tokens as a result of holding an Art Gobblers NFT.

Gain on Sale/ Exchange on Digital Assets Held - We generally do not seek to earn income from actively

trading digital asset held.

We will dispose of assets in circumstances when there is a significant increase in the fair value of an asset

or when holding an asset is no longer consistent with our business plan.

reported a net loss of $165,326 and $54,007 during the six months ended December 31, 2022 and 2021, respectively.

Any increase in revenue

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

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

losses were primarily due to a steep drop in market price of crypto assets, high volatility of prices and a broad deterioration of the

crypto-currency market.

During 2022, there has been a sustained period of lower prices.

The broad deterioration of the crypto-currency

market has been highlighted by well publicized business failures such as FTX Exchange and BlockFi and the price collapse of TerraUSD

We have not suffered direct losses as a counterparty in a contract as a result of recent business failures.

The broad deterioration

in prices has reduced the capital we can invest and, therefore, reduced our revenue from liquidity pools and staking rewards.

unable to predict if or when prices will recover.

and Capital Resources

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

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

During the three months ended we have obtained $75,000 of

funding by issuing a demand promissory note and promissory note – related party to meet our most critical cash requirements.

September 30, 2022, $5,439 of cash was in held at a financial institution and $71 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.

have incurred recurring operating losses and negative operating cash flows through December 31, 2022, and we expect to continue to

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

During the six months ended December 31, 2022, we obtained $75,000 of funding by issuing a demand promissory note and promissory note – related party to meet our most

critical cash requirements.

At December 31, 2022, $972 of cash was in held at a financial institution and $0 was held at Coinbase,

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.

We estimate $200,000 of cash per annum will be required to maintain

current operations and remain in business.

We hope that we can generate enough revenue from liquidity pools and staking rewards to

pay ongoing expenses.

In order to remain in business we may have to sell digital assets for cash or issue additional debt order

The cash held at Coinbase Inc.

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

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

We hope to start paying some of our suppliers and contractors in digital assets in the coming months.

However, there can be

no assurance we will be able to pay any of our suppliers and contractors in digital assets.

However, there can be no

assurance we will be able to pay any of our suppliers and contractors in digital assets.

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

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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 2. Management’s Discussion and Analysis