What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2023-05-12 compared with 2023-02-14 · 409 added, 400 removed, 336 unchanged (71% of the section changed)

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BALANCE SHEETS

March 31, 2023

June 30, 2022

Current assets:

Cash and cash

Cash and cash equivalents

Prepaid expenses

Total current assets

Digital assets held, net of impairment

Deposit on equipment

Liabilities and Stockholders’

Equipment, net

Liabilities and Stockholders’ Equity

Current liabilities:

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)

Accounts payable and accrued liabilities

Promissory note, accrued interest (net of debt discount of $ 2,906 and $ 0 , respectively)

Promissory notes - related parties, accrued interest (net of debt discount of $ 4,359 and $ 0 , respectively)

Convertible promissory note, accrued interest (net of debt discount of $ 16,439 and $ 19,441 , respectively)

Convertible promissory notes - related party, accrued interest (net of debt discount of $ 243,536 and $ 328,658 , respectively)

Total current liabilities

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20,000,000 shares authorized

Series A Convertible Preferred

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

Series A Convertible Preferred Stock:

22 shares issued and outstanding at March 31, 2023 and June 30, 2022

Preferred stock, value

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100,000,000 shares authorized;

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

6,082,214 shares issued and outstanding at March 31, 2023 and June 30, 2022

Additional paid-in capital

Shares to be issued

Accumulated deficit

( 19,205,836 )

( 19,046,202 )

stockholders’ equity

Total liabilities and

stockholders’ equity

Total 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 March 31,

Nine Months Ended March 31,

Liquidity pool fees

Mining pool fees

Total Revenue

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Interest expense

of digital assets held

Impairment of digital assets held

Total Expense

Other rewards

gain on sale/ exchange of digital assets held

Other digital rewards

Realized gain on sale/ exchange of digital assets held

Total Other income (expense)

$ ( 107,015 )

Net income (loss)

$ ( 159,634 )

Net loss per share -

basic and diluted

Weighted average number

of common shares outstanding - basic and diluted

Net income (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 and six months ended December 31, 2022 and 2021

the three and nine months ended March 31, 2023 and 2022

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 )

at March 31, 2023

$ ( 19,205,836 )

A Convertible Preferred Stock ($0.0001 par value)

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conversion feature

at December 31, 2022

at March 31, 2023

$ ( 19,205,836 )

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stockholders’

at September 30, 2021

$ ( 17,955,174 )

at December 31, 2021

$ ( 17,984,359 )

of Series A Convertible Preferred Stock

conversion feature

at March 31, 2022

$ ( 17,999,739 )

A Convertible Preferred Stock ($0.0001 par value)

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$ ( 208,324 )

$ ( 17,930,352 )

$ ( 208,324 )

of Series A Convertible Preferred Stock

conversion feature

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

at December 31, 2021

income (loss)

at March 31, 2022

$ ( 17,999,739 )

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

STATEMENTS OF CASH FLOW

Cash Flows from Operating

Nine months ended March 31,

Cash Flows from Operating Activities:

$ ( 159,634 )

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

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

Impairment of digital assets held

Realized gain on sales/ exchange digital assets held

Digital assets received as revenue and other rewards

Digital assets paid as expense

Non-cash interest expense

Forgiveness of interest

- related party

Changes in operating assets

and liabilities:

Increase in prepaid

(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

Forgiveness of interest - related party

Changes in operating assets and liabilities:

Increase (decrease) in prepaid

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 (used in) investing activities

Cash Flows from Financing Activities:

Advances from related party

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

Proceeds from issuance of promissory note payable

Proceeds from issuance of convertible notes payable - related party

Repayment of convertible notes payable - related party

Issuance of Series A Convertible Preferred Stock

Net cash provided by financing activities

Net change in cash and cash equivalents

Cash and cash equivalents,

beginning of period

Cash and cash equivalents,

end of period

SUPPLEMENTAL DISCLOSURES

OF CASH FLOW INFORMATION

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during period for:

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

Interest paid

Income taxes paid

Non-cash Investing and Financing Activities

Purchase of digital assets held with convertible promissory notes - related party

Purchase of digital assets held with other digital assets

Proceeds from sale of digital assets for other digital assets

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

Equipment paid with digital assets

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 financial statements.

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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.

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

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

As a result, the Company is now a

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

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

the Company is now a reporting company under the Securities Exchange Act of 1934, as amended.

September 2, 2021, the Company entered into a Stock Purchase Agreement (the “SPA”) by and between (i) the Company (ii) Ryan

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party, and advances from related party.

The Buyer acquired 4,247,666 shares of the Company’s

Common Stock, representing 69.7 % of the issued and outstanding shares of Common Stock.

As such, the SPA resulted in a change of control

of the Company.

The Buyer acquired 4,247,666 shares of the Company’s Common Stock, representing 69.7 % of

the issued and outstanding shares of Common Stock.

As such, the SPA resulted in a change of control of the Company.

November 29, 2021, the Company converted from a Virginia corporation to a Nevada corporation.

December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation.

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.

The amended 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 per share.

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 effective June 3, 2022 , following clearance by the Financial

Industry Regulatory Authority (“FINRA”) .

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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(“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.

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

the presumption that users of the interim financial information have either read or have access to the audited financial statements for

the latest fiscal year ended June 30, 2022.

Accordingly, note disclosures which would substantially duplicate the disclosures contained

on June 30, 2022, audited financial statements have been omitted from these interim unaudited financial statements.

The Company evaluated

all subsequent events and transactions through the date of filing this report.

accompanying interim unaudited financial statements have been prepared under the presumption that users of the interim financial information

have either read or have access to the audited financial statements for the latest fiscal year ended June 30, 2022.

Accordingly, note

disclosures which would substantially duplicate the disclosures contained on June 30, 2022, audited financial statements have been omitted

from these interim unaudited financial statements.

The Company evaluated all subsequent events and transactions through the date of filing

information and note disclosures normally included in financial statements prepared in accordance with the United States generally accepted

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

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.

Operating results for the three and nine months ended

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

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 unaudited financial statements have been 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.

During the nine months ended March 31,

2023, the Company incurred a net loss of $ 159,634 and used cash in operating activities of $ 165,074 , and on March 31, 2023, had an accumulated

deficit of $ 19,205,836 .

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going

concern for a period of 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.

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.

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.

2 - SIGNIFICANT ACCOUNTING POLICIES

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

At March 31, 2023, $ 6,152 of cash was at held a financial institution which is a member of the Federal Deposit Insurance Corporation

(“FDIC”) and $ 98,648 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.

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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fair value is being measured.

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

are subject to impairment losses if the fair value of a token 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.

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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.

pool tokens and NFTs 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 NFTs 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, NFTs and comparable tokens at https://uniswap.org /

and https://opensea.io .

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.

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, NFTs 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.

Subsequent reversal of impairment losses is not permitted.

sales of digital assets held are included within investing activities in the accompanying statements of cash flows and any realized gains

or losses from such sales are included in other income (expense) in the statements of operations.

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:

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

Identify the contract with the customer

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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

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

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

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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.

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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Revenue is measured at the fair value of the digital asset awards received.

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

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

Company has entered into digital asset mining pools by executing 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.

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

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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.

as other income in the statement of operations.

is stated at cost, less accumulated depreciation and amortization.

Expenditures for maintenance and repairs are charged to expense when

incurred, while renewals and betterments that materially extend the life of an asset are capitalized.

costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts,

and any resulting gain or loss is recognized in the results from operations.

Depreciation is provided over the estimated useful lives

of the assets, which are as follows:

OF ESTIMATED USEFUL LIVES OF ASSETS

Mining equipment

Straight-line over 36 months

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 50% likelihood of being realized upon

ultimate settlement.

ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes,

accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized

income tax benefits.

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

ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim

periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits.

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

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

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

the prior four years for state purposes;

however, as a result of the Company’s operating losses, all tax years remain subject

to examination by tax authorities .

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

prior four years for state purposes;

however, as a result of the Company’s operating losses, all tax years remain subject to examination

by tax authorities .

Loss Per Common Share

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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

loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of

shares of common stock outstanding during the period.

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

however, potential common shares are excluded if their effect is anti-dilutive.

Value of Financial Instruments

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

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

Paragraph 820-10-35-37 establishes a framework for measuring fair value in 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

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:

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.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable

as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

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Issued Accounting Pronouncements

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 earnings per share 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.

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 earnings per share 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 SEC did not or are not believed by management to have a material impact on the Company’s

present or future financial statements.

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.

3 – DIGITAL ASSETS HELD, NET OF IMPAIRMENT

assets held, net of impairment have consisted of:

SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

OF DIGITAL ASSETS HELD NET OF IMPAIRMENT

Digital Assets

Balance, June 30, 2022

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( 6,212,438 )

Realized gain on sale/ exchange of digital

Acquired digital assets by liquidity pools

and other rewards

Digital assets used to pay prepaid, deposit

Realized gain on sale/ exchange of digital assets held

Acquired digital assets by liquidity pools, mining pools and other digital rewards

Digital assets used to pay prepaid, equipment and expenses

Impairment charges

Balance, December 31, 2022

Balance, March 31, 2023

Ending balance

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

SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS

value, at cost less impairment

at March 31, 2023, the Company’s holdings of digital assets held, net of impairment consists of:

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

Bored Ape Kennel Club

Mutant Ape Yacht Club

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 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

Total digital assets, net of impairment

4 – EQUIPMENT

Accumulated Depreciation

March 31, 2023

Net Book Value

June 30, 2022

Net Book Value

Mining equipment

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.

expense for three and nine months ended March 31, 2023 and 2022 was $ 4,006 and $ 0 and $ 4,006 and $ 0 , respectively.

5 – PROMISSORY NOTES

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 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 .

Zarro 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 the event the Promissory 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

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

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 the 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.

During the three ended March 31, 2023 and 2022, $ 1,992 and $ 0 , respectively,

and during the nine months ended March 31, 2023 and 2022, $ 5,010 and $ 0 , respectively, of discount amortization is included in interest

At March 31, 2023 and June 30, 2022, there was an unamortized discount balance of $ 2,906 and $ 0 , respectively, to be amortized

through May 2027 and accrued interest payable of $ 791 and $ 0 , respectively.

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 %

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 % per annum.

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 Promissory

Note was increased to 5 %

as of and following August 29, 2022.

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 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

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 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.

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 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 ended March 31, 2023 and 2022, $ 1,995 and $ 0 , respectively, and during the nine

months ended March 31, 2023 and 2022, $ 4,641 and $ 0 , respectively, of discount amortization is included in interest expense.

31, 2023 and June 30, 2022, there was an unamortized discount balance of $ 4,359 and $ 0 , respectively, to be amortized through October

2023 and accrued interest payable of $ 833 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

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

The Promissory

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

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.

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 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.

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 March 31, 2023 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 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.

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.

Schadel, 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 .

Laborsmart 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 Promissory Note is not paid when

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

On March 6, 2023, the Company repaid $ 9,000 in cash

for principal on the Promissory Note.

During the three months ended March 31, 2023 and 2022, $ 586 and $ 0 , respectively, and during the

nine months ended March 31, 2023 and 2022, $ 1,551 and $ 0 , respectively, of discount amortization is included in interest expense.

March 31, 2023 and June 30, 2022, there was accrued interest payable of $ 1,551 and $ 0 , respectively.

6 – CONVERTIBLE PROMISSORY NOTES

Promissory Notes

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 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

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 % per annum.

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

The Convertible Promissory Note is unsecured and there is no prepayment

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 per share.

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 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 note.

the three ended March 31, 2023 and 2022, $ 986 and $ 0 , respectively, and during the nine months ended March 31, 2023 and 2022, $ 3,001

and $ 0 , respectively, of discount amortization is included in interest expense.

At March 31, 2023 and June 30, 2022, there was an unamortized

discount balance of $ 16,439 and $ 19,441 , respectively, to be amortized through May 2027 and accrued interest payable of $ 579 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 “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 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 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 ,

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.

Schadel, the Company’s Chief Executive Officer, sole director

and majority stockholder.

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

Any unpaid principal amount and

any accrued interest is due on March 4, 2027.

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

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 per share.

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 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

ended March 31, 2023 and 2022, $ 2,015 and $ 604 , respectively, and during the nine months ended March 31, 2023 and 2022, $ 6,133 and $ 604 ,

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

At March 31, 2023 and June 30, 2022, there was an unamortized

discount balance of $ 32,099 and $ 38,233 , respectively, to be amortized through March 2027 and accrued interest payable of $ 328 and $ 0 ,

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.

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.

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.

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 March 10, 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 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

Schadel, the Convertible Promissory 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 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

ended March 31, 2023 and 2022, $ 2,957 and $ 690 , respectively, and during the nine months ended March 31, 2023 and 2022, $ 9,001 and $ 690 ,

respectively, of discount amortization is included in interest expense.

At March 31, 2023 and June 30, 2022, there was an unamortized

discount balance of $ 47,306 and $ 56,307 , respectively, to be amortized through March 2027 and accrued interest payable of $ 481 and $ 0 ,

respectively.

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 %

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 % per annum.

Any unpaid principal amount and any accrued interest is due on May 6,

The Convertible Promissory Note is unsecured

and there is no prepayment penalty.

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 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.

Schadel, the Convertible

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

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 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 ended March 31, 2023 and

2022, $ 4,929 and $ 0 , respectively, and during the nine months ended March 31, 2023 and 2022, $ 15,005 and $ 0 , respectively, of discount

amortization is included in interest expense.

At March 31, 2023 and June 30, 2022, there was an unamortized discount balance of $ 81,983

and $ 96,988 , respectively, to be amortized through May 2027 and accrued interest payable of $ 801 and $ 0 , respectively.

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 % per annum.

Any unpaid principal amount and any accrued interest is due on May 9,

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 per share.

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 ended March 31, 2023 and

2022, $ 4,929 and $ 0 , respectively, and during the nine months ended March 31, 2023 and 2022, $ 15,005 and $ 0 , respectively, of discount

amortization is included in interest expense.

At March 31, 2023 and June 30, 2022, there was an unamortized discount balance of $ 82,148

and $ 97,152 , respectively, to be amortized through May 2027 and accrued interest payable of $ 801 and $ 0 , respectively.

7 – SHAREHOLDER DEFICIT

4 unchanged sentences

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.

Common 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

1 unchanged sentence

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.

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

8 unchanged sentences

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.

weighted average remaining legal life of the warrants outstanding at March 31, 2023 is 3.95 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