What changed in this filing

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Item 2. Management’s Discussion and Analysis

2023-05-12 compared with 2023-02-14 · 235 added, 214 removed, 218 unchanged (67% of the section changed)

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in Item 2 of Part I of this report, include forward-looking statements.

Information in this report contains “forward-looking statements”

which may be identified by the use of forward-looking terminology, such as “may”, “shall”, “will”,

“could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”,

“possible”, “should”, “continue”, “believes”, “estimates”, “projects”,

“targets”, or similar terms, variations of those terms or the negative of those terms.

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.

“Forward-looking statements” may be identified by

the use of forward-looking terminology, such as “may”, “shall”, “will”, “could”, “expect”,

“estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”,

“continue”, “believes”, “estimates”, “projects”, “targets”, or similar terms,

variations of those terms or the negative of those terms.

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.

Statements in this report concerning the following, without limitation, are forward-looking statements:

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2 refer to Metavesco, Inc..

discussion in this section contains forward-looking statements.

These statements relate to future events or our future financial performance.

We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”

“potential,” “predict,” “should,” “would” or “will” or the negative of these

terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking.

These statements are

only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results to differ

from those projected in any forward-looking statements we make.

You should understand that it is not possible to predict or identify

all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of all potential

risks or uncertainties that could materially affect us.

You should not place undue reliance on the forward-looking statements we make

herein because some or all of them may turn out to be wrong.

We undertake no obligation to update any of the forward-looking statements

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

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

events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances.

the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among

reasonable alternatives require the exercise of judgment.

To the extent that the assumed events do not occur, the outcome may vary substantially

from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements.

No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information

are accurate, and we assume no obligation to update any such forward-looking statements.

statements are only predictions and involve known and unknown risks, uncertainties and other factors, which could cause our actual results

to differ from those projected in any forward-looking statements we make.

You should understand that it is not possible to predict or

identify all risks and uncertainties and you should not consider the risks and uncertainties identified by us to be a complete set of

all potential risks or uncertainties that could materially affect us.

You should not place undue reliance on the forward-looking statements

we make herein because some or all of them may turn out to be wrong.

We undertake no obligation to update any of the forward-looking

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

following discussion of the results of operations for the three and nine months ended March 31, 2023 and 2022, 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.

An 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, as the same may be updated from time to time.

& Management Plans

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

The Company generates revenue as a liquidity provider, via decentralized

exchanges such as Uniswap.

Additionally, the Company farms tokens via Proof-of-Stake (“PoS”) protocols on decentralized exchanges,

as well as centralized exchanges, including Coinbase.

Yield farmers provide liquidity to various token pairs and earn rewards in cryptocurrencies.

The Company also invests in non-fungible token (“NFT”) projects and virtual land that it believes are promising, primarily

on Ethereum Virtual Machine (“EVM”) protocols.

The Company currently generates revenue as a liquidity provider via

decentralized exchanges such as Uniswap and from mining pool fees.

Additionally,

during the quarter ended March 31, 2023, the Company farmed tokens via staking on pancake swap, a decentralized exchange..

Yield farmers

provide liquidity to various token pairs and earn rewards in cryptocurrencies.

The Company also, during the quarter ended March 31, 2023,

was invested in non-fungible token (“NFT”) projects and virtual land that it believes are promising, primarily on Ethereum

Virtual Machine (“EVM”) protocols.

includes many different technologies but is generally defined as the use of internet protocols incentivized with token-based rewards

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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.

31, 2023, we are invested in 14 NFT tokens with a carrying value of $87,895.

If sold, our NFTs may require the payment of a royalty to

Our NFTs currently do not generate royalties or other income.

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

Company has four areas of focus:

Company’s current operations include:

Provider - In decentralized finance (“DeFi”), the ability to trade assets from one to another is facilitated by Liquidity

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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.

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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

These machines were deployed, became operational

and started to generate revenue on February 7, 2023.

The delay was 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.

Future Operations

forward, the Company plans to operate its business under five divisions, which we believe will allow Metavesco to leverage its existing

expertise while exploring new markets.

The Company does not expect to launch all of these divisions at once and instead will opt for

a phased expansion strategy starting with the divisions that require less capital investment or have a shorter time-to-revenue.

By generating

revenue from these divisions, the Company believes it can gradually fund the growth of other divisions.

The Company expects to implement

its plan by issuing new loans, entering into strategic partnerships and leveraging its balance sheet.

Currently, most of Metavesco’s

debt is issued to Ryan Schadel, the Company’s Chief Executive Officer, Chief Financial Officer, sole director and majority stockholder.

We have the option of borrowing against our digital assets, if required.

planned divisions are:

1) Blockchain

Division – continue and build on the Company’s current operations including bitcoin

mining, liquidity provider and investor in blue chip NFT projects.

Estate Division – initially aiming to build a portfolio of single-family residences

while exploring tokenization.

and Recurring Division – leverage the Company’s extensive network within the

web3 and staffing industry to offer staffing and recruitment services.

and Media Division – provide high-quality content and digital media in the web3 space

by developing and producing original content including articles, podcasts, videos and virtual

Division – the division will seek to invest in and develop renewable energy projects,

such as solar and wind forms, to power its operations and contribute to a more sustainable

Accounting Policies and Significant Judgments and Estimates

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results could differ from those estimates.

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:

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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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 non-fungible tokens is assessed quarterly due to each token being a unique asset and due to the illiquid

markets in which these tokens trade.

The Company is continuously reviewing available markets and information and its methodology when

determining the fair value of digital assets.

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

and https://opensea.io .

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 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:

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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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.

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.

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

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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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Conversion Feature

issuance of the convertible debt issued by the Company generated a beneficial conversion feature (“BCF”), which arises when

a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception

because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment

The Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common

stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common

issuance of the convertible debt generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security

is issued with a non-separated embedded conversion option that is beneficial to the investor or in the money at inception because the

conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date.

Company recognized the BCF by allocating the intrinsic value of the conversion option, which is the number of shares of common stock

available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common

stock per share on the commitment date, resulting in a discount on the convertible debt (recorded as a component of additional paid-in

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

Value of Financial Instruments

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

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

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 below:

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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Tax Assets and Income Taxes Provision

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

Paragraph 740-10-25-13 which addresses the determination of whether

tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

Under paragraph 740-10-25-13,

the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will

be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in

the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood

of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest,

and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments

to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

Company follows the provisions of ASC 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to

be claimed on a tax return should be recorded in the financial statements.

Under ASC 740-10-25-13, the Company may recognize the tax

benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the

taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such

a position should be measured based on the largest benefit that has a greater than 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.

assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”)

carryforwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not

and accordingly, a full valuation allowance offsets the potential tax benefits of the net loss carry-forwards.

Management made this assumption

based on (a) the Company has incurred recurring losses and presently has no revenue-producing business, (b) general economic conditions,

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 December 31, 2022 and 2021

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

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.

of Three Months Ended March 31, 2023 and 2022

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

Revenue for the three months ended

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

March 31, 2023 and 2022 was derived from liquidity pools fees of $6,208 and $22,772, respectively, and mining pool fees of $6,796 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.

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.

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Administrative

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

These expenses are primarily

expenses totaled $56,949 and $34,833 for the three months ended March 31, 2023 and 2022, respectively.

These expenses were 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.

expense totaled $24,418 and $1,294 for the three months ended March 31, 2023 and 2022, 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.

was due to amortization of debt discount and accrued interest on new 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.

of digital assets held totaled $9,937 and $51,983 for the three months ended March 31, 2023 and 2022, 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

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

value at any time during the period.

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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.

digital rewards totaled $7,741 and $17,439 for the three months ended March 31, 2023 and 2022, respectively.

We received $GOO tokens

as a result of holding two Art Gobblers NFTs and we received tokens from Blur as a result of using the Blur NFT trading platform.

digital rewards or “airdrops” were issued by the platforms to simultaneously reward users and bootstrap growth and liquidity

of a new marketplace.

Airdrops are unpredictable and the Company does not seek out these rewards.

realized gain on sale/exchange of digital totaled $76,251 and $32,519 for the three months ended March 31, 2023 and 2022, respectively.

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.

realized gains near the end of the quarter ended March 31, 2023, due to liquidating part of its portfolio crypto assets and holding additional

cash at March 31, 2023.

The rebalancing of the portfolio was due to the uncertainty in the crypto market in March 2023 highlighted by

the insolvency of Silvergate Bank and Silicon Valley Bank.

Income (Loss)

reported net income (loss) of $5,692 and $(15,380) for the three months ended March 31, 2023 and 2022, respectively.

Our revenue and

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

has been a steep drop in market price of crypto assets, high volatility of prices and a broad deterioration of the cryptocurrency market.

During the quarter ended March 31, 2023, the sustained period of lower market prices which started in 2022 continued.

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.

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

collapse of TerraUSD and LUNA.

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

The broad deterioration in cryptocurrency prices has reduced the capital we can invest and, therefore, reduced our revenue from liquidity

pools and staking rewards.

We are unable to predict if or when prices will recover.

of Nine Months Ended March 31, 2023 and 2022

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

Revenue for the nine months ended

March 31, 2023 and 2022 was derived from liquidity pools fees of $90,102 and $22,772, respectively, and mining pool fees of $6,796 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.

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.

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Administrative

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

These expenses are primarily

expenses totaled $234,459 and $88,840 for the nine months ended March 31, 2023 and 2022, respectively.

These expenses were primarily

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

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

expense totaled $72,951 and $1,294 for the nine months ended March 31, 2023 and 2022, 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.

was due to amortization of debt discount and accrued interest on new promissory notes issued since October 2021.

of Digital Assets Held

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

of digital assets held totaled $291,254 and $51,983 for the nine months ended March 31, 2023 and 2022, 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

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

value at any time during the period.

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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.

digital rewards totaled $12,899 and $17,439 for the three months ended March 31, 2023 and 2022, respectively.

We received $GOO tokens

as a result of holding two Art Gobblers NFTs and we received tokens from Blur as a result of using the Blur NFT trading platform.

digital rewards or “airdrops” were issued by the platforms to simultaneously reward users and bootstrap growth and liquidity

of a new marketplace.

Airdrops are unpredictable and the Company does not seek out these rewards.

realized gain on sale/exchange of digital totaled $329,233 and $32,519 for the three months ended March 31, 2023 and 2022, respectively.

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.

realized gains near the end of the quarter ended March 31, 2023, due to liquidating part of its portfolio crypto assets and holding additional

cash at March 31, 2023.

The rebalancing of the portfolio was due to the uncertainty in the crypto market in March 2023 highlighted by

the insolvency of Silvergate Bank and Silicon Valley Bank.

reported a net loss of $159,634 and $69,387 for the nine months ended March 31, 2023 and 2022, 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.

net loss was primarily due to a steep drop in market price of crypto assets, high volatility of cryptocurrency prices and a broad deterioration

of the cryptocurrency market.

During the quarter ended March 31, 2023, the sustained period of lower market prices which started in 2022

The broad deterioration of the cryptocurrency market has been highlighted by well publicized business failures such as FTX

Exchange and BlockFi and the price collapse of TerraUSD and LUNA.

We have not suffered direct losses as a counterparty in a contract

as a result of recent business failures.

The broad deterioration in cryptocurrency prices has reduced the capital we can invest and,

therefore, reduced our revenue from liquidity pools and staking rewards.

We are unable to predict if or when prices will recover.

and Capital Resources

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

have incurred recurring operating losses and negative operating cash flows through March 31, 2023, and we expect to continue to incur

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

During the nine months ended March 31, 2023, we obtained $75,000

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

At March 31, 2023, $6,152 of cash was held at a financial institution and $98,648 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.

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 equity.

The cash held at Coinbase Inc.

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.

will be deployed to

purchase digital assets to generate staking rewards and liquidity pool fees.

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.

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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What changed 10-Q

Item 2. Management’s Discussion and Analysis