What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-10-13 compared with 2022-10-07 · 206 added, 148 removed, 287 unchanged (55% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

Schadel, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and

procedures as of June 30, 2022.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the

Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that

are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the

Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship

of possible controls and procedures.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

our disclosure controls and procedures were not effective as of June 30, 2022 because of material weaknesses in our internal control

over financial reporting, described below in Management’s Report on Internal Control Over Financial Reporting.

Notwithstanding

the identified material weaknesses, management believes the financial statements included in this Annual Report on Form 10-K fairly

represent in all material respects our financial condition, results of operations and cash flows at and for the periods presented in

accordance with U.S.

Schadel, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures

as of June 30, 2023.

The term “disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure

that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms.

Management recognizes that any controls

and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management

necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on the evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of

June 30, 2023 because of material weaknesses in our internal control over financial reporting, described below in Management’s

Report on Internal Control Over Financial Reporting.

Schadel, as our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate

internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation of the

effectiveness of the Company’s internal control over financial reporting was performed as of June 30, 2022.

The evaluation was based on the framework in 2013

Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

Notwithstanding the identified material weaknesses, management believes the financial

statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results of

operations and cash flows at and for the periods presented in accordance with U.S.

Report on Internal Control Over Financial Reporting

Schadel, as our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal

control over financial reporting as such term is defined in Rule 13a-15(f) under the Exchange Act.

An evaluation of the effectiveness

of the Company’s internal control over financial reporting was performed as of June 30, 2023.

The evaluation was based on the framework

in 2013 Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

2 unchanged sentences

or that the degree of compliance with the policies or procedures may deteriorate.

on our evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that,

as of June 30, 2022, our internal control over financial reporting was not effective because of the identification of material weaknesses

described as follows:

on our evaluation under the criteria set forth in 2013 Internal Control — Integrated Framework, our Chief Executive Officer and

Chief Financial Officer concluded that, as of June 30, 2023, our internal control over financial reporting was not effective because

of the identification of material weaknesses described as follows:

did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting

47 unchanged sentences

with respect to our current directors is shown below.

Executive Officer, Chief Financial Officer

Executive Officer, Chief Financial Officer and Director

forth below is a brief description of the background and business experience of our executive officers and directors for the past five

Schadel has served as our Chief Executive Officer, Chief Financial Officer and a member of our board of directors since acquiring

voting control on September 2, 2021.

Schadel has served as our Chief Executive Officer, Chief Financial Officer and a member of our board of directors since

acquiring voting control on September 2, 2021.

Prior to this, Mr.

68 unchanged sentences

SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table provides information regarding the beneficial ownership of our common stock as of October 7, 2022, which is also referred

following table provides information regarding the beneficial ownership of our common stock as of September 30, 2023, which is also referred

to herein as the “Evaluation Date”, by:

26 unchanged sentences

All executive officers and directors as a group (1 person)

Eddy Rodriguez

Timothy Hackbart

1 unchanged sentence

otherwise noted, the address of the reporting person is c/o Metavesco, Inc., 410 Peachtree Pkwy, Suite 4245, Cumming, GA 30041

on 6,082,214 shares of common stock outstanding as of October 7, 2022 and shares of common stock that the reporting person has

on 66,322,140 shares of common stock outstanding as of September 30, 2023 and shares of common stock that the reporting person has

the right to acquire within 60 days from the date thereof.

on 22 shares of Series A Convertible Preferred Stock outstanding as of October 7, 2022.

on 22 shares of Series A Convertible Preferred Stock outstanding as of September 30, 2023.

share of our Series A Convertible Preferred Stock converts into 100,000 shares of our common stock.

30 unchanged sentences

the purpose of paying all accounts payable before the closing date of the SPA.

September 2, 2021, in conjunction with the SPA, Roran agreed to forgive all obligations due to Roran by the Company totaling $207,644

which is comprised of convertible note payable – related party, accrued interest payable – related party, and advances from

related party.

forgiven by Roran on September 2, 2021

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

Schadel (“Buyer”) and (iii) Roran Capital LLC (“Roran”).

Roran agreed to sell to the Buyer 42,476,660 shares

of common stock of the Company held by Roran for a total purchase price of $385,000.

In conjunction with the SPA, Roran agreed to forgive

all amounts due to Roran by the Company totaling $207,644, which is comprised of convertible note payable – related party, accrued

interest payable – related party and advances from related party.

In accordance with ASC 470-50-40-2, the resulting forgiveness

of convertible note payable, accrued interest and advances – related party of $207,644 is recorded as an increase in additional

paid-in capital within the consolidated statements of shareholders’ equity (deficit), as the debt forgiven is in essence a capital

Debts forgiven by Roran on

September 2, 2021

Convertible note payable – related party

2 unchanged sentences

Forgiveness of convertible note payable, accrued interest and advances – related party

a result of Roran agreeing to forgive all obligations, as of June 30, 2022, no obligations are due to Roran.

Promissory Notes – Related Party

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

Note”), for value received being comprised of 1 (one) bitcoin, to Ryan Schadel (the “Holder”), the Company’s

Chief Executive Officer, sole director and majority stockholder.

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

Any unpaid principal amount and any accrued interest is due on March 4, 2027.

The Promissory Note is unsecured and there is no

prepayment penalty.

At the option of the Holder, the Promissory Convertible Note is convertible into shares of the Company’s common

stock at a conversion price of $0.50 per share.

The closing price of the Company’s common stock was $1.25 per share on the date

the Promissory Convertible Note was issued.

As a result of the conversion price being lower than the market price of the Company’s

common stock on the date of issuance, the Company recognized a beneficial conversion feature of $40,874 upon issuance.

The Company recorded

the beneficial conversion feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related

During the year ended June 30, 2022, $2,641 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $38,233 to be amortized through March 2027.

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

Note”), for value received being comprised of 22.86012412 Ether, to Ryan Schadel (the “Holder”), the Company’s

Chief Executive Officer, sole director and majority stockholder.

The Convertible Promissory Note bears interest at the rate of 3.25%

Any unpaid principal amount and any accrued interest is due on March 10, 2027.

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% per annum.

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

150,000 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 years ended June 30, 2023 and 2022, $6,614 and $0, respectively, of discount amortization

is included in interest expense.

At June 30, 2023 and 2022, there was an unamortized discount balance of $2,386, and $0, respectively,

to be amortized through October 2023 and accrued interest payable of $2,080 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.

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.

During the year ended June 30, 2023, digital assets

with a fair value of $7,502 was transferred to the Promissory Note holder to repay principal.

The Promissory Note is unsecured and there

is no prepayment penalty.

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

common stock at a conversion price of $0.50 per share.

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

date the Promissory Convertible Note was issued.

As a result of the conversion price being lower than the market price of the Company’s

common stock on the date of issuance, the Company recognized a beneficial conversion feature of $59,986 upon issuance.

The Company recorded

the beneficial conversion feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related

During the year ended June 30, 2022, $3,679 of discount amortization is included in interest expense.

At June 30, 2022, there was

an unamortized discount balance of $56,307 to be amortized through March 2027.

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

Note”), for cash, to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority

The Convertible Promissory Note bears interest at the rate of 3.25% per annum.

Any unpaid principal amount and any accrued

interest is due on May 6, 2027.

At June 30, 2023 and 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.

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.

At the option of the Holder, the

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

The closing price of the Company’s common stock was $1.45 per share on the date the Promissory Convertible Note was issued.

a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company

recognized a beneficial conversion feature of $100,000 upon issuance.

The Company recorded the beneficial conversion feature as a discount

(up to the face amount of the applicable note) to be amortized over the life of the related note.

During the year ended June 30, 2022,

$3,012 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $96,988

to be amortized through May 2027.

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

Note”), for cash, to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority

In event the Promissory Note is not paid when

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

During the year ended June 30, 2023, the Company repaid

$20,000 in cash for principal.

At June 30, 2023 and 2022, there was accrued interest payable of $1,936 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.

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 May 9, 2027.

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

At the option of the Holder, the

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

The closing price of the Company’s common stock was $1.415 per share on the date the Promissory Convertible Note was issued.

a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company

recognized a beneficial conversion feature of $100,000 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 year ended June 30, 2022,

$2,848 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $97,152

to be amortized through May 2027.

June 29, 2022, the Company issued a Convertible Promissory Note in the principal amount of $40,000 (the “Promissory Convertible

Note”), for cash, to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director and majority

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 $0.05 per share.

The closing price of the Company’s common stock was $0.125 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 years

ended June 30, 2023 and 2022, $8,170 and $2,641, respectively, of discount amortization is included in interest expense.

2023 and 2022, there was an unamortized discount balance of $30,062 and $38,233, respectively, to be amortized through March 2027 and

accrued interest payable of $659 and $0, 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.

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 June 29, 2027.

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

At the option of the Holder, the

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

The closing price of the Company’s common stock was $1.00 per share on the date the Promissory Convertible Note was issued.

a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company

recognized a beneficial conversion feature of $40,000 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 year ended June 30, 2022,

$22 of discount amortization is included in interest expense.

At June 30, 2022, there was an unamortized discount balance of $39,978

to be amortized through May 2027.

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

Schadel (“Buyer”) and (iii) Roran Capital LLC (“Roran”).

Roran agreed to sell to the Buyer 4,247,666 shares of

common stock of the Company held by Roran for a total purchase price of $385,000.

In conjunction with the SPA, Roran agreed to forgive

all amounts due to Roran by the Company totaling $207,644, which is comprised of convertible note payable – related party, accrued

interest payable – related party and advances from related party.

In accordance with ASC 470-50-40-2, the resulting forgiveness

of convertible note payable, accrued interest and advances – related party of $207,644 is recorded as an increase in additional

paid-in capital within the statements of shareholders’ deficit, as the debt forgiven is in essence a capital transaction.

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 $0.05 per share.

The closing price of the Company’s common stock was $0.142 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 years

ended June 30, 2023 and 2022, $11,991 and $3,679 respectively, of discount amortization is included in interest expense.

2023 and 2022, there was an unamortized discount balance of $44,316 and $56,307, respectively, to be amortized through March 2027 and

accrued interest payable of $967 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.

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.

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 $0.05 per share.

price of the Company’s common stock was $0.145 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 years ended June 30, 2023 and 2022,

$19,989 and 3,012, respectively, discount amortization is included in interest expense.

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

discount balance of $76,999 and $96,988, respectively, to be amortized through May 2027 and accrued interest payable of $1,612 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 $0.05 per share.

price of the Company’s common stock was $0.1415 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 years ended June 30, 2023 and

2022, $19,989 and $2,848, respectively, of discount amortization is included in interest expense.

At June 30, 2023 and 2022, there was

an unamortized discount balance of $77,165 and $97,152, respectively, to be amortized through May 2027 and accrued interest payable of

$1,611 and $0, respectively.

Restore Franchise Group Loan

On July 10, 2023, the Company entered into a loan

agreement with Restore Franchise Group, LLC.

Under the loan agreement the Company was advanced $30,000 in cash.

The loan bears interest

at 3% per annum, is due in one year and is unsecured.

The managing member of Restore Franchise Group, LLC is Ryan Schadel, the sole director

and officer of the Company.

are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements

9 unchanged sentences

All Other Fees (4)

Fees include fees for services rendered for the audit of our financial statements, included in our Annual Report on Form 10-K.

April 13, 2022, Haskell & White LLP resigned as the Company’s independent registered public accounting firm.

2022, the Board of Directors of the Company appointed Hudgens CPA, PLLC as the Company’s new independent registered public

accounting firm.

Fees include fees for services rendered for the audit of our consolidated financial statements, included in our Annual Report on

On April 13, 2022, Haskell & White LLP resigned as the Company’s independent registered public accounting firm.

On April 29, 2022, the Board of Directors of the Company appointed Hudgens CPA, PLLC as the Company’s new independent registered

public accounting firm.

Audit Fees attributable to Hudgens CPA, PLLC and Haskell & White LLP in 2023 is $41,400 and $9,000, respectively

and in 2022 is $4,250 and $24,150, respectively.

Related Fess consists of assurance and related services by the independent registered public accounting firm that are reasonably

related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.”

The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC and other

accounting consulting.

related to the performance of the audit or review of our consolidated financial statements and are not reported above under “Audit

Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the SEC

and other accounting consulting.

Fees consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice.

13 unchanged sentences

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Company’s financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

exhibits listed in the attached Exhibit Index are filed as part of this Annual Report pursuant to Item 601 of Regulation

Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes

exhibits listed in the attached Exhibit Index are filed as part of this Annual Report pursuant to Item 601 of Regulation S-K.

FORM 10-K SUMMARY

2 unchanged sentences

Certificate of Amendment to the registrant’s Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on May 24, 2022).

Amendment to Articles of Incorporation if the registrant, dated September 11, 2023.

(incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on September 12, 2023).

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the Commission on December 21, 2021).

Registrant’s License From the Small Business Administration, incorporated by reference to Exhibit 8 to Financial Statements

and Exhibits on Form N-5/A as filed with the Securities and Exchange Commission on January 9, 1999.

Convertible Loan Agreement dated September 19, 2017 between the Registrant and Roran Capital LLC, incorporated by reference to Exhibit 10.2 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

Convertible Promissory Note dated September 19, 2017 issued by the Registrant in favor of Roran Capital LLC in an amount up to $150,000, incorporated by reference to Exhibit 10.3 to Form 10-Q as filed by the Registrant with the Securities and Exchange Commission on April 26, 2018.

Form of First Amendment to Loan Agreement**

Form of First Amendment to Note**

Securities Purchase Agreement, dated as of September 2, 2021, by and between the Company, Ryan Schadel, and Roran Capital LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on September 9, 2021).

10 unchanged sentences

Common Stock Purchase Warrant #2 issued to Buyer #2 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.50 per share (incorporated by reference to Exhibit 10.7 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

Stock Purchase Warrant #3 issued to Buyer #2 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation

(incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22,

Common Stock Purchase Warrant #3 issued to Buyer #2 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation (incorporated by reference to Exhibit 10.8 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #3 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.9 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

20 unchanged sentences

Amendment to Demand Promissory Note, dated as of August 29, 2022, issued by the registrant to Ryan Schadel (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on September 2, 2022).

Limited Liability Company Interest Purchase Agreement effective as of June 13, 2023 by and between Eddy Rodriguez and Metavesco, Inc.

(incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on June 20, 2023).

Employment Agreement dated June 13, 2023, effective as of June 13, 2023 by and between Eddy Rodriguez and Metavesco, Inc.

(incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on June 20, 2023).

Employment Agreement Amendment dated June 15, effective as of June 13, 2023 by and between Eddy Rodriguez and Metavesco, Inc.

(incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on June 20, 2023).

Loan Agreement, dated as of July 10, 2023, by and between Metavesco, Inc.

and Restore Franchise Group, LLC (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 12, 2023).

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*.

17 unchanged sentences

Executive Officer, Chief Financial Officer and Sole Director

October 7, 2022

Executive Officer, Principal Financial Officer and Principal Accounting Officer)

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 9A. Controls and Procedures