What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-10-13 compared with 2022-10-07 · 247 added, 192 removed, 101 unchanged (81% of the section changed)

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in this Annual Report.

references to “Metavesco”, “Waterside”, “we”, “our,” “us” and the “Company”

in this Item 7 refer to Metavesco, Inc.

(formerly Waterside Capital Corporation).

references to “Metavesco”, “we”, “our,” “us” and the “Company” in this Item

7 refer to Metavesco, Inc.

discussion in this section contains forward-looking statements.

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Company has three areas of focus:

Liquidity Provider - In decentralized finance (DeFi), the ability

to trade assets from one to another is facilitated by Liquidity Pools (“LPs”) which generally contain a 50/50 balance between

both underlying tokens.

The Company expects to invest substantially in LPs to generate ongoing revenue.

We expect that this revenue will

fuel our other initiatives as we build the Company.

Staking - Like LPs, staking can provide potential passive revenue

to the Company.

Purchasing large blocks of lucrative PoS assets to grow the passive income portfolio is expected to be a major cornerstone

to our success.

This is a much greener approach to the traditional Proof of Work model, which is used by Bitcoin and Ethereum.

2.0 is expected to be on PoS in the near future and our goal is to eventually become a validator on the network.

NFTs - The Company holds NFTs for capital appreciation and

for potential income from IP licensing.

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

which generally contain a 50/50 balance between both underlying tokens.

The Company expects to invest substantially in LPs to generate

ongoing revenue.

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

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

Purchasing large blocks of lucrative PoS assets to grow

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

This is a much greener approach to the traditional

Proof of Work model, which is used by Bitcoin and Ethereum.

Ethereum 2.0 is expected to be on PoS in the near future and our goal

is to eventually become a validator on the network.

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

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

Bitcoin mining has been part of the Company’s

roadmap since entering the web3 space in March of 2022.

Although our plans have been accelerated with the recent decrease in the price

Bitcoin mining has been part of the Company roadmap

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

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

Metavesco is in active talks with suppliers for equipment and hosting space.

We anticipate the Company will have an agreement in place

very soon to start mining operations at a hosted site in Texas and then eventually a second site in Georgia.

February 2023, the Company commenced bitcoin mining operations at a hosted facility in Texas.

June 12, 2023, the Company entered into a Limited Liability Company Interest Purchase Agreement the (“Purchase Agreement”)

with Eddy Rodrigeuz (the “Seller”).

The Seller is the sole owner of Boring Brew LLC (“Boring”) and Bored Coffee

Lab, LLC (“Bored”) and collectively known a Boring Brew.

Under the terms of the Purchase Agreement, the Seller sold to the

Company, all of the outstanding limited liability company interests in Boring and Bored for a total purchase price of $9,245 in cash

and 5,000,000 shares of common stock of the Company.

Boring Brew, a web3 startup known for its unique and limited edition coffee bags.

Boring Brew partners with influential NFT holders to transform their intellectual property into an exquisite collection of specialty

Accounting Policies

Accounting Policies and Significant Judgments and Estimates

management’s discussion and analysis of our financial condition and results of operations are based on our financial statements

which we have been prepared in accordance with the U.S.

management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial

statements which we have been prepared in accordance with the U.S.

generally accepted accounting principles (“GAAP”).

In preparing our

financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the

disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses

during the reporting periods.

preparing our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of

assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and

the reported amounts of revenues and expenses during the reporting periods.

accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment

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to measure or value.

bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial

statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values

of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions

used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and

reasonable assumptions.

bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the consolidated

financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying

values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and

assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience

and reasonable assumptions.

After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

results could differ from those estimates.

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

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

as a Going Concern

prepares the Company’s financial statements on the basis that the Company will continue as a going concern, which contemplates

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

However, given

our current financial position and lack of liquidity, there is substantial doubt about our ability to continue as a going concern.

Financial Instruments

Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments

if certain criteria are met.

The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative

instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument

that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable

generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument

with the same terms as the embedded derivative instrument would be considered a derivative instrument.

An exception to this rule is when

the host instrument is deemed to be conventional, as that term is described under applicable GAAP.

the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded

for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying

common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument.

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

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

our consolidated financial statements:

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

markets in which these tokens trade.

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

determining the fair value of digital assets.

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

and https://opensea.io .

Impairment expense is reflected in total expense in the statements of operations.

Subsequent reversal

of impairment losses is not permitted.

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

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

is currently no definitive guidance under GAAP or alternative accounting framework for the accounting for digital assets recognized as

revenue or held, and management has exercised significant judgment in determining the appropriate accounting treatment.

authoritative guidance is enacted by the FASB, the Company may be required to change its policies, which could have an effect on the

Company’s financial position and results from operations.

is recognized when the award is claimed and deposited in the Company wallet.

The transaction consideration the Company receives is noncash

in the form of digital assets.

Revenue is measured at the fair value of the digital assets awards received using the quoted price

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

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

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 consolidated statements of operations.

Subsequent reversal of impairment losses

is not permitted.

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

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

Intangible Assets

intangible assets consist primarily of design and websites.

These assets are tested for impairment using undiscounted cash flow methodology

annually and whenever there is an indicator of impairment.

Estimating future cash flows requires significant judgment and projections

may vary from cash flows eventually realized.

Several impairment indicators are beyond the Company’s control, and determining whether

or not they will occur cannot be predicted with any certainty.

Design and websites are amortized on a straight-line basis over an estimated

life of three years.

website development costs of the Company are accounted for in accordance with ASC 350-50, Website Development Costs.

These costs are

included in intangible assets in the accompanying consolidated financial statements.

Upgrades or enhancements that add functionality

are capitalized while other costs during the operating stage are expensed as incurred.

The Company amortizes the capitalized website

development costs over an estimated useful life of three years.

represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company’s

business combinations.

The Company performs a goodwill impairment test on at least an annual basis at the reporting unit level.

of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal

forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination

of our weighted average cost of capital.

Changes in these estimates and assumptions could materially affect the determination of fair

value and/or conclusions on goodwill impairment for each reporting unit.

The Company will conduct its annual goodwill impairment test

as of June 30 of each year or more frequently if indicators of impairment exist.

The Company periodically analyzes whether any such indicators

of impairment exist.

A significant amount of judgment is involved in determining if an indicator of impairment has occurred.

Such indicators

may include a sustained significant decline in our stock price and market capitalization, a significant adverse change in legal factors

or in the business climate, unanticipated competition and/or slower expected growth rates, adverse actions or assessments by a regulator,

among others.

The Company compares the fair value of its reporting unit to its respective carrying value, including related goodwill.

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

Identify the performance obligations in the contract

Determine the transaction price

Allocate the transaction price to the performance obligations in the contract

Recognize revenue when the Company satisfies a performance obligation

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

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

The Company generates revenue through liquidity pools

and staking rewards.

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

Liquidity allows

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

An important component of a liquidity pool

are automated market makers (“AMMs”).

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

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

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

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The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs.

fees earned by the Company depends on the risk characteristics of each pair of tokens selected and the price range liquidity is provided.

Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with the provide liquidity

over a price range.

Company earns rewards for agreeing to lock up tokens for a fixed period of time to participate in running the blockchain and maintaining

Rewards are typically calculated in percentage yields.

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

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

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.

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:

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

assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar

techniques and at least one significant model assumption or input is unobservable.

fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and

the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within more than

one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of

the instrument.

involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market

dealings may not exist.

Representations about transactions with related parties, if made, shall not imply that the related party transactions

were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

fees earned by the Company depend on the risk characteristics of each pair of tokens selected and the price range liquidity is provided.

Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with liquidity over a price

is recognized from liquidity pools when the award is claimed and deposited in the Company wallet.

The transaction consideration the Company

receives is noncash in the form of digital assets.

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

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

transactions or other network actions.

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

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

Each block creation or validation is a performance obligation.

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

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

Revenue is measured based on the number

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

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

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

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

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

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

as other income in the statement of operations.

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 consolidated 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 consolidated 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

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.

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 Years Ended June 30, 2023 and 2022

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

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

Revenue for the years ended June

2022 and 2021 was derived from airdrops, liquidity pool fees and staking rewards of $100,056 and $0, respectively.

business plan includes earning income from liquidity fees and staking.

Airdrop revenue represents APE coin awards received as a result

of holding the Mutant Ape Yacht Club NFT.

Airdrop revenue

is generally a one-time award and the Company does not have expectations of airdrop further revenue.

The Company seeks higher returns

from liquidity pool fees by selecting pairs with higher risk and good volumes.

30, 2023 and 2022 was derived from liquidity pools fees of $102,403 and $81,765, mining pool fees of $18,911 and $0 and staking rewards

of $5,348 and $852, respectively.

business plan includes earning income from liquidity fees, mining pool fees and staking.

The Company seeks higher returns from liquidity

pool fees by selecting pairs with higher risk and good volumes.

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

Each trade generates a realized gain or loss.

Each trade generates a realized gain or may be an indicator

of impairment which may trigger an impairment loss.

February 2023, the Company commenced bitcoin mining operations at a hosted facility in Texas.

June 12, 2023, we acquired Boring Brew, a web3 startup known for its unique and limited edition coffee bags, Boring Brew partners with

influential NFT holders to transform their intellectual property into an exquisite collection of specialty coffee.

We generated $425

is sales during the year ended June 30, 2023 for these activities.

Administrative

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expenses totaled $313,519 and $164,669 for the years ended June 30, 2023 and 2022, respectively.

These expenses are primarily costs related

to keeping the Company current in its SEC filings and costs incurred for legal expenses related to conversion from a Virginia corporation

to a Nevada corporation, amendments to the amended and restated articles of incorporation and the issuance of Series A Convertible Preferred

These expenses were primarily costs

related to accounting, audit, legal and investor relations.

expense totaled $97,432 and $12,761 for the years ended June 30, 2023 and 2022, respectively.

The decrease in interest expense is due

to the settlement of the convertible note payable.

The increase in interest expense was due

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

of Digital Assets Held

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Digital assets are accounted

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

time during the period.

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.

Subsequent reversal of impairment losses is not permitted.

We will not recognize any increases in the fair value

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

We will not recognize any increases in the

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

Impairment losses are a non-cash expense.

Gain (Loss) on Sales/ Exchange Digital Assets Held

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

We will dispose of assets in circumstances when there

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

reported a net loss of $1,115,850 and $116,662 during the years ended June 30, 2022 and 2021, respectively.

Any increase in revenue was

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

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

goodwill impairment charge of $257,353 was recorded as at June 30, 2023.

The impairment of goodwill was due to the inability of the Company

to identify future cash flows with suitable reliability associated with Boring Brew LLC and Bored Coffee Lab LLC acquired on June 12,

Income (Expense)

digital rewards totaled $12,900 and $17,439 for the year ended June 30, 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.

Other 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 $546,617 and $312,598 for the year ended June 30, 2023 and 2022, respectively.

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.

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

reported a net loss of $572,845 and $1,115,850 for the years ended June 30, 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.

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

deterioration of the cryptocurrency market.

During the year ended June 30, 2023, the sustained period of lower market prices which started

in 2022 continued.

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

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

We have obtained $340,000 of funding by issuing a demand promissory

note and convertible promissory notes to Ryan Schadel, the Company’s Chief Executive Officer, sole director and majority stockholder,

to meet our most critical cash requirements.

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

issued 22 shares to Series A Convertible Preferred Stock and various Warrants for $1,100,000 in cash.

At June 30, 2022, $36,143 of cash

was in held at a financial institution and $8 was held at Coinbase, Inc.

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

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

The cash held

at Coinbase Inc.

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.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a

going concern.

Our independent registered public accounting firm, in its report on our fiscal 2022 financial statements, expressed

substantial doubt about our ability to continue as a going concern.

Our financial statements as of and for the year ended June 30,

2022, do not contain any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised funding as

described in Note 4 and Note 6 to our financial statements.

Any additional amounts raised will be used for our future investing and

operating cash flow needs.

However, there can be no assurance that we will be successful in raising additional amounts of

During the year ended June 30, 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 June 30, 2023, $17,086 of cash was held at a financial institution and $0 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.

Cash held at Coinbase Inc., if any, 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.

a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a going

Our independent registered public accounting firm, in its report on our fiscal 2023 financial statements, expressed substantial

doubt about our ability to continue as a going concern.

Our financial statements as of and for the year ended June 30, 2023, do not contain

any adjustments for this uncertainty.

In response to our Company’s cash needs, we raised funding as described in Note 8 and Note

9 to our financial statements.

Any additional amounts raised will be used for our future investing and operating cash flow needs.

there can be no assurance that we will be successful in raising additional amounts of financing.

Sheet Arrangements

2 unchanged sentences

are material to investors.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

a Smaller Reporting Company as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled

disclosure reporting obligations and therefore are not required to provide the information requested by this Item.

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-K

Item 7. Management’s Discussion and Analysis