Metavesco, Inc. 10-K

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As 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. ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND NOTES CONTENTS: PAGE # Reports of Independent Registered Public Accounting Firm (PCAOB ID: 6849 ) 23 Balance Sheets as of June 30, 2023 and 2022 25 Consolidated Statements of Operations for the years ended June 30, 2023 and 2022 26 Consolidated Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2023 and 2022 27 Consolidated Statements of Cash Flows for the years ended June 30, 2023 and 2022 28 Notes to the Consolidated financial Statements 29 22 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Metavesco, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Metavesco, Inc. (the Company) as of June 30, 2023, and the related consolidated statements of operations, consolidated statement of stockholders’ equity, and consolidated statement of cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Going concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. Evaluation of the Accounting for and Disclosure of Digital Currency Held As disclosed in Note 2 to the consolidated financial statements, the Company’s digital currency held as of June 30, 2023 are accounted for as indefinite-lived intangible assets. We identified the accounting for and disclosure of the digital currency held as a critical audit matter because, currently, no specific definitive guidance exists for the accounting for and disclosure of digital currencies held in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s management has exercised significant judgment in their determination of how existing GAAP should be applied to the accounting for its digital currency held, the associated financial statement presentation and accompanying footnote disclosures. The primary procedures we performed to address this critical audit matter included the following: ● Evaluated management’s rationale for the application of Accounting Standards Codification (“ASC”) 350 to account for its digital currency held and examined management’s processes for determining the amount of impairment expense recognized. ● Examined supporting evidence for digital currency transactions including managements processes for calculating any gains or losses on sales of its digital currency. GreenGrowth CPAs October 13, 2023 We have served as the Company’s auditor since 2023 Los Angeles, California PCAOB ID Number 6580 23 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Metavesco, Inc. (formerly Waterside Capital Corporation) Opinion on the Financial Statements We have audited the accompanying balance sheets of Metavesco, Inc. (the Company) as of June 30, 2022 and, and the related statements of operations, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2022, and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. Going Concern Matter The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficit, has generated net losses since its inception and further losses are anticipated. The Company requires additional funds to meet its obligations and the costs of its operations. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Evaluation of the Accounting for and Disclosure of Digital Currency Held As disclosed in Note 2 to the consolidated financial statements, the Company’s digital currency held as of June 30, 2022 are accounted for as indefinite-lived intangible assets, and have been included in current assets on the balance sheet. We identified the accounting for and disclosure of the digital currency held as a critical audit matter because, currently, no specific definitive guidance exists for the accounting for and disclosure of digital currencies held in accordance with accounting principles generally accepted in the United States (“GAAP”). The Company’s management has exercised significant judgment in their determination of how existing GAAP should be applied to the accounting for its digital currency held, the associated financial statement presentation and accompanying footnote disclosures. The primary procedures we performed to address this critical audit matter included the following: ● Evaluated management’s rationale for the application of Accounting Standards Codification (“ASC”) 350 to account for its digital currency held and examined management’s processes for determining the amount of impairment expense recognized. ● Examined supporting evidence for digital currency transactions including managements processes for calculating any gains or losses on sales of its digital currency. /s/ Hudgens CPA, PLLC www.hudgenscpas.com We have served as the Company’s auditor since 2022. Houston, Texas October 7, 2022 24 METAVESCO, INC. CONSOLIDATED BALANCE SHEETS June 30, 2023 June 30, 2022 Assets Current assets: Cash and cash equivalents $ 17,086 $ 35,151 Deposits 603 - Inventory 7,788 - Prepaid expenses 8,602 13,847 Total current assets 34,079 48,998 Digital assets held, net of impairment 194,229 434,642 Equipment, net 66,616 - Intangible assets, net 41,402 - Total assets $ 336,326 $ 483,640 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued liabilities $ 58,160 $ 26,549 Promissory notes - related parties, accrued interest (net of debt discount of $ 2,386 and $ 0 , respectively) 164,129 100,000 Total current liabilities 222,289 126,549 Long-term liabilities Promissory note, accrued interest (net of debt discount of $ 933 and $ 0 , respectively) 25,170 - Convertible promissory note, accrued interest (net of debt discount of $ 15,442 and $ 19,441 , respectively) 5,299 559 Convertible promissory notes - related party, accrued interest (net of debt discount of $ 228,542 and $ 328,658 , respectively) 77,167 12,202 Convertible promissory notes 77,167 12,202 Total long-term liabilities 107,636 12,761 Total liabilities 329,925 139,310 Stockholders’ Equity: Preferred stock: $ 0.0001 par value; 20,000,000 shares authorized - - Series A Convertible Preferred Stock: 22 shares issued and outstanding at June 30, 2023 and June 30, 2022 - - Preferred stock value - - Common stock: $ 0.0001 par value; 100,000,000 shares authorized; 66,322,140 and 60,822,140 shares issued and outstanding at June 30, 2023 and June 30, 2022, respectively 6,632 6,082 Additional paid-in capital 19,609,816 19,384,450 Shares to be issued 9,000 - Accumulated deficit ( 19,619,047 ) ( 19,046,202 ) Total stockholders’ equity 6,401 344,330 Total liabilities and stockholders’ equity $ 336,326 $ 483,640 The accompanying notes are an integral part of these consolidated financial statements. 25 METAVESCO, INC. CONSOLIDATED STATEMENTS OF OPERATIONS 2023 2022 Years ended June 30, 2023 2022 Revenue Liquidity pool fees $ 102,403 $ 81,765 Mining pool fees 18,911 - Staking rewards 5,348 852 Sales 425 - Total Revenue 127,087 82,617 Expense Administrative expenses 313,539 164,669 Interest expense 97,432 12,761 Impairment of digital assets held 591,125 1,351,074 Impairment of goodwill 257,353 Total Expense 1,259,449 1,528,504 Other income Other digital rewards 12,900 17,439 Realized gain on sale/ exchange of digital assets held 546,617 312,598 Total Other income (expense) 559,517 330,037 Net loss $ ( 572,845 ) $ ( 1,115,850 ) Net loss per share - basic and diluted $ ( 0.01 ) $ ( 0.02 ) Weighted average number of common shares outstanding - basic and diluted 61,183,783 60,822,140 The accompanying notes are an integral part of these consolidated financial statements. 26 METAVESCO, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the years ended June 30, 2023 and 2022 Shares Par Value Shares Par Value paid-in capital to be Issued Accumulated Deficit stockholders’ Equity Series A Convertible Preferred Stock ($0.0001 par value) Common Stock ($0.0001 par value) Additional Shares Total Shares Par Value Shares Par Value paid-in capital to be Issued Accumulated Deficit stockholders’ Equity Balance at June 30, 2022 22 $ - 60,822,140 $ 6,082 $ 19,384,450 $ - $ ( 19,046,202 ) $ 344,330 Shares issued for website 500,000 50 17,950 18,000 Shares issued for investment in Boring Brew LLC and Bored Coffee Lab LLC - - 5,000,000 500 239,500 - - 240,000 Warrants - - - - 7,916 - - 7,916 Shares to be issued - - - - - 9,000 - 9,000 Beneficial conversion feature - - - - ( 40,000 ) - - ( 40,000 ) Net loss - - - - - - ( 572,845 ) ( 572,845 ) Balance at June 30, 2023 22 $ - 66,322,140 $ 6,632 $ 19,609,816 $ 9,000 $ ( 19,619,047 ) $ 6,401 Series A Convertible Preferred Stock ($0.0001 par value) Common Stock ($0.0001 par value) Additional Shares Total Shares Par Value Shares Par Value paid-in capital to be issued Accumulated deficit stockholders’ equity Balance at June 30, 2021 - $ - 60,822,140 $ 6,082 $ 17,715,946 $ - $ ( 17,930,352 ) $ ( 208,324 ) Beginning balance value - $ - 60,822,140 $ 6,082 $ 17,715,946 $ - $ ( 17,930,352 ) $ ( 208,324 ) Issue of Series A Convertible Preferred Stock for cash 22 - - - 1,100,000 - - 1,100,000 Beneficial conversion feature - - - - 360,860 - - 360,860 Forgiveness of convertible note payable, accrued interest and advances - related party - - - - 207,644 - - 207,644 Net loss - - - - - - ( 1,115,850 ) ( 1,115,850 ) Balance at June 30, 2022 22 $ - 60,822,140 $ 6,082 $ 19,384,450 $ - $ ( 19,046,202 ) $ 344,330 Ending balance value 22 $ - 60,822,140 $ 6,082 $ 19,384,450 $ - $ ( 19,046,202 ) $ 344,330 The accompanying notes are an integral part of these consolidated financial statements. 27 METAVESCO, INC. CONSOLIDATED STATEMENTS OF CASH FLOW 2023 2022 Years ended June 30, 2023 2022 Cash Flows from Operating Activities: Net loss $ ( 572,845 ) $ ( 1,115,850 ) Adjustments to reconcile net loss to net cash used in operating activities Amortization of intangible assets 597 - Depreciation 10,143 - Impairment of digital assets held 591,125 1,351,074 Realized gain on sales/ exchange digital assets held ( 546,617 ) ( 312,598 ) Digital assets received as revenue and other rewards ( 139,562 ) ( 100,056 ) Digital assets paid for expenses 46,557 17,751 Non-cash interest expense 88,422 12,761 Gain on settlement of debt ( 55 ) - Impairment of goodwill 257,353 - Forgiveness of interest - related party - 2,997 Changes in operating assets and liabilities: Increase in deposit ( 359 ) - Increase in inventory ( 2,585 ) - Increase (decrease) in prepaid 11,481 ( 13,847 ) Increase in accounts payable and accrued liabilities 57,482 4,460 Net cash used in operating activities ( 198,863 ) ( 153,308 ) Cash Flows from Investing Activities: Purchase of digital assets held ( 55,000 ) ( 1,289,952 ) Sale of digital assets held 232,206 - Purchase of fixed assets ( 4,664 ) - Purchase of website ( 2,499 ) - Investment in Boring Brew LLC and Bored Coffee Lab LLC ( 9,245 ) - Net cash provided by (used in) investing activities 160,798 ( 1,289,952 ) Cash Flows from Financing Activities: Advances from related party - 18,367 Proceeds from issuance of promissory note payable 25,000 100,000 Proceeds from issuance of convertible notes payable - related party 50,000 240,000 Proceeds from issuance of convertible notes payable - 20,000 Repayment of convertible notes payable - related party ( 20,000 ) - Repayment of advances ( 35,000 ) - Issuance of Series A Convertible Preferred Stock - 1,100,000 Net cash provided by financing activities 20,000 1,478,367 Net change in cash and cash equivalents ( 18,065 ) 35,107 Cash and cash equivalents, beginning of year 35,151 44 Cash and cash equivalents, end of year $ 17,086 $ 35,151 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during period for: Interest paid $ 9,010 $ - Income taxes paid $ - $ - Non-cash Investing and Financing Activities Purchase of digital assets held with convertible promissory notes - related party $ - $ 100,860 Purchase of digital assets held with other digital assets $ 6,941,826 $ 10,244,898 Proceeds from sale of digital assets for other digital assets $ 7,292,387 $ 10,244,898 Shares issued for website $ 18,000 $ - Shares issued for investment in Boring Brew LLC and Bored Coffee Lab LLC $ 240,000 $ - Shares to be issued in conjunction with the amendment of terms of promissory note - related party $ 9,000 $ - Intrinsic value of embedded beneficial conversion feature on convertible note payable - related party $ 40,000 $ 360,860 Equipment paid with digital assets $ 72,095 $ - Warrants issued in conjunction with promissory note $ 7,916 $ - Digital assets for payment of promissory note - related party $ 7,502 $ - Forgiveness of convertible note payable, accrued interest and advances - related party $ - $ 207,644 The accompanying notes are an integral part of these consolidated financial statements. 28 METAVESCO, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2023 NOTE 1 – ORGANIZATION AND OPERATIONS Metavesco, Inc. (formerly Waterside Capital Corporation) (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 and was a closed-end investment company licensed by the Small Business Administration (the “SBA”) as a Small Business Investment Company (“SBIC”). The Company previously made equity investments in, and provided loans to, small businesses to finance their growth, expansion, and development. Under applicable SBA regulations, the Company was restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a registered investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company’s investment objective was to provide its shareholders with a high level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996. On May 28, 2014, with the Company’s consent, the United States District Court for the Eastern District of Virginia, having jurisdiction over an action filed by the SBA (the “Court”), entered a Consent Order and Judgment Dismissing Counterclaim, Appointing Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (the “Order”). The Order appointed the SBA receiver of the Company for the purpose of marshaling and liquidating in an orderly manner all of the Company’s assets and entered judgment in favor of the United States of America, on behalf of the SBA, against the Company in the amount of $ 11,770,722 . The Court assumed jurisdiction over the Company and the SBA was appointed receiver effective May 28, 2014. The Company effectively stopped conducting an active business upon the appointment of the SBA as the receiver and the commencement of the court-ordered receivership (the “Receivership”). Over the course of the Receivership, the activity of the Company was limited to the liquidation of the Company’s assets by the receiver and the payment of the proceeds therefrom to the SBA and for the expenses of the Receivership. On June 28, 2017, the Receivership was terminated with the entry of a Final Order by the Court. The Final Order specifically stated that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (“Roran”) upon notification of entry of this Order”. Upon termination of the Receivership, Roran took possession of all books and records made available to it by the SBA. The Company filed with the Securities and Exchange Commission (the “SEC”) an application pursuant to Section 8(f) of the Investment Company Act for an order declaring that the Company had ceased to be a registered investment company. On April 22, 2020, the SEC issued an order under Section 8(f) of the Investment Company Act declaring that the Company had ceased to be an investment company. As a result, the Company is now a reporting company under the Securities Exchange Act of 1934, as amended. On 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. 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. The Buyer acquired 42,476,660 shares of the Company’s Common Stock, representing 69.7 % of the issued and outstanding shares of Common Stock. As such, the SPA resulted in a change of control of the Company. Effective November 29, 2021, the Company converted from a Virginia corporation to a Nevada corporation. 29 On December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation. The amended and restated articles of incorporation had the effect of (i) increasing the Company’s authorized common stock to 100 million shares, (ii) increasing the Company’s authorized preferred stock to 20 million shares, and (iii) reducing the par value of each of the Company’s common stock and preferred stock to $ 0.0001 per share. Common stock and additional paid-in capital for all periods presented in these financial statements have been adjusted retroactively to reflect the reduction in par value. On December 17, 2021, the majority shareholder and board of directors approved an amendment to the amended and restated articles of incorporation that would change the Company’s name from Waterside Capital Corporation to Metavesco, Inc. The name change was effective June 3, 2022, following clearance by the Financial Industry Regulatory Authority (“FINRA”). In March 2022, the Company commenced operations as a web3 enterprise. The Company generates income as a liquidity provider, via decentralized exchanges such as Uniswap. Additionally, the Company farms tokens via Proof of Stake protocols on decentralized exchanges, as well as centralized exchanges including the Coinbase, Inc. (“Coinbase”) exchange. The Company also invests in what it considers promising non-fungible token (“NFT”) projects and virtual land, primarily on Ethereum virtual machine (“EVM”) protocols. On 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”). 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. Going Concern The Company’s consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. During the year ended June 30, 2023, the Company incurred a net loss of $ 572,845 and used cash in operating activities of $ 198,863 , and on June 30, 2023, had an accumulated deficit of $ 19,619,047 . These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date that the consolidated financial statements are issued. The Company will be dependent upon the raising of additional capital through placement of debt and its common stock in order to implement its business plan. There can be no assurance that the Company will be successful in this situation. The Company expects over the next twelve months, cash held at a consolidated financial institution will be expended on professional fees, transfer agent, Edgar agent and other administrative costs. The cash held at Coinbase will be deployed to purchase crypto assets to generate staking rewards and liquidity pool fees. We hope to start paying some of our suppliers and contractors in crypto assets in the coming months. However, there can be no assurance we will be able to pay any of our suppliers and contractors in digital assets. 30 NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Fiscal Year-End The Company elected June 30 as its fiscal year-end date. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (1) Boring Brew LLC and (2) Bored Coffee Lab, LLC. All significant intercompany transactions are eliminated. Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management 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. Significant matter requiring use of estimates and assumptions include, but may not be limited to, evaluation of impairment of digital assets, equipment, identifiable intangible assets and goodwill, recognition and valuation of revenue, valuation allowance for deferred tax assets and fair value used in business acquisitions.. Actual results could differ from those estimates. Business Acquisitions The Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business Combinations.” The cost of an acquisition is measured at the aggregate of the acquisition date fair value of the assets transferred to the sellers and liabilities incurred by the Company and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated income statements. 31 Cash and cash equivalents Cash and cash equivalents include cash and interest-bearing highly liquid investments held at consolidated financial institutions, cash on hand that is not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at crypto trading venues. At June 30, 2023, $ 17,086 of cash was at held a consolidated financial institution which is a member of the Federal Deposit Insurance Corporation (“FDIC”) and $ 0 was held at Coinbase. The contract with Coinbase requires USD balances in a client’s fiat wallet be held in an omnibus custodial account for the benefit of Coinbase’s customers. These accounts are either omnibus bank accounts insured by the FDIC (currently up to $ 250,000 per entity) or trust accounts holding short term U.S. treasuries. Digital Assets Digital assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. The Company assigns costs to transactions on a first-in, first-out basis (FIFO). An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital assets at the time its fair value is being measured. Tokens are subject to impairment losses if the fair value of a token decreases below the carrying value at any time during the period. The fair value is measured using the quoted price in the principal market of the tokens. The Company currently obtains the quoted price of tokens from www.cryptocompare.com . Liquidity 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. Impairment 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. The 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. The 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. Identifiable Intangible Assets Identifiable 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. The 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. 32 Goodwill Goodwill 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. Application 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. A 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, 2023. See Note 3 – Business Acquisition. SCHEDULE OF GOODWILL Opening balance at June 30, 2022 $ 0 Purchase of goodwill 257,353 Impairment of goodwill ( 257,353 ) Closing balance at June 30, 2023 $ 0 Revenue recognition The Company recognizes revenue under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification (“ASC”) 606 , Revenue from Contracts with Customers . The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle: ● Step 1: Identify the contract with the customer ● Step 2: Identify the performance obligations in the contract ● Step 3: Determine the transaction price ● Step 4: Allocate the transaction price to the performance obligations in the contract ● Step 5: Recognize revenue when the Company satisfies a performance obligation Revenue 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. Liquidity Pools Liquidity 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. The Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3. The Company earns fees proportionate to the liquidity they have supplied to the exchange. The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs. The 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 range . 33 Revenue 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. Mining Pools The Company earns transaction fees with its crypto mining machines by validating requesting customers’ transactions to a distributing ledger. We joined a mining pool and receive a pro-rata share of a bitcoin award for completing a blockchain. The 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. Providing 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. The 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 pools. 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. Fair value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. Staking Rewards Staking 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. The Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange 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. Airdrops Airdrops 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. The 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. Airdrops 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. 34 Equipment Equipment is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives of the assets, which are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF ASSETS Mining equipment Straight-line over 36 months Convertible Financial Instruments The 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. When 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. Beneficial conversion feature – The 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. 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 capital). The BCF is amortized into interest expense over the life of the related debt. Related Parties The Company follows subtopic 850-10 of the ASC for the identification of related parties and disclosure of related party transactions. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the consolidated financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. 35 Commitments and Contingencies The Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Deferred Tax Assets and Income Taxes Provision The 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 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. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary. Tax 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 . Net Income (Loss) Per Common Share The Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of ASC 260, basic net loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents; however, on June 30, 2023 and 2022, we excluded the common stock issuable upon conversion of warrants to 6,620,000 shares and 6,600,000 shares, respectively, as their effect would have been anti-dilutive. 36 Fair Value of Financial Instruments The Company follows paragraph 825-10-50-10 of ASC for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2: 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. Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial 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. The 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. Transactions 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. Recently Issued Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt— Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). This update amends the guidance on convertible instruments and the derivatives scope exception for contracts in an entity’s own equity and improves and amends the related earnings per share guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning July 1, 2024. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our consolidated financial statements. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. NOTE 3 – BUSINESS ACQUISITION On 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”). 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. The Company paid the Seller total consideration with a fair value of $ 249,245 , paid as follows: (i) $ 9,245 in cash and (ii) 5,000,000 shares of the Company’s common stock at a fair value of $ 240,000 ($ 0.048 per share based on the closing price of the Company common stock on June 12, 2023). Assets acquired and liabilities assumed in the Agreement were recorded on the Company’s Consolidated Balance Sheet as of the acquisition date of June 12, 2023 based upon their estimated fair values. The results of operations of businesses acquired by the Company have been included in the statements of operations since the date of acquisition. The excess of the purchase price over the estimated fair values of the underlying identifiable assets acquired and liabilities assumed were allocated to goodwill. 37 The preliminary allocation of the purchase price and the estimated fair market values of the assets acquired and liabilities assumed are shown below: SCHEDULE OF FAIR MARKET VALUES OF ASSETS AND LIABILITIES 2023 Fair value of assets acquired and liabilities assumed Deposit $ 244 Inventory 5,203 Design 9,000 Web development 12,500 Goodwill 257,353 Advances payable ( 35,055 ) Purchase Price $ 249,245 Unaudited pro forma results of operations information for the years ended June 30, 2023 and 2022 as if the Company and the entities described above had been combined on July 1, 2021 are as follows. The pro forma results include estimates and assumptions which management believes are reasonable. The pro forma results do not include any anticipated cost savings or other effects of the planned integration of these entities, and are not necessarily indicative of the results that would have occurred if the business combinations had been in effect on the dates indicated, or which may result in the future. SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION For the Year Ended June 30, 2023 For the Year Ended June 30, 2022 Revenue $ 148,182 $ 82,815 Net loss $ ( 592,466 ) $ ( 1,124,564 ) Net loss per share $ ( 0.01 ) $ ( 0.02 ) NOTE 4 – DIGITAL ASSETS HELD, NET OF IMPAIRMENT Digital assets held, net of impairment have consisted of: SCHEDULE OF DIGITAL ASSETS HELD NET OF IMPAIRMENT Digital Assets Balance, June 30, 2021 $ - Purchase of digital assets 11,615,710 Proceeds from sale of digital assets ( 10,224,899 ) Realized gain on sales/ exchange digital assets 312,598 Acquired digital assets by Airdrop 17,439 Acquired digital assets by Liquidity Pools 81,765 Acquired digital assets by Staking Rewards 852 Digital assets used to pay fees ( 17,749 ) Impairment charges ( 1,351,074 ) Balance, June 30, 2022 434,642 Beginning balance 434,642 Purchase of digital assets 6,904,183 Proceeds from sale of digital assets ( 7,107,258 ) Realized gain on sale/ exchange of digital assets held 546,617 Acquired digital assets by liquidity pools, mining pools and other digital rewards 139,562 Digital assets used to pay prepaid, equipment and expenses ( 124,890 ) Digital assets used to repay promissory notes ( 7,502 ) Impairment charges ( 591,125 ) Balance, June 30, 2023 $ 194,229 Ending balance $ 194,229 38 As at June 30, 2023, the Company’s holdings of digital assets held, net of impairment consists of: SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS Units held Carrying value, at cost less impairment Cryptocurrency APE 20,356.45 $ 41,114 ETH 9.94 16,138 BTC 0.61 14,904 JOE 18,990.00 5,481 UNI 933.08 2,816 RBNT 5,567.49 1,733 USDC 1,225.96 1,209 Other 1,880 Cryptocurrency Total $ 85,275 Liquidity Pool Tokens Uniswap V3 2.0 $ 65,287 CAKE 7,259.56 9,481 Liquidity Pool Tokens Total $ 74,768 Non-Fungible Tokens Mutant Ape Yacht Club 1 $ 13,247 Meebits 2 10,006 Bored Ape Kennel Club 1 5,105 Nakamigos 1 1,555 OnForce 1 1 1,506 Other NFTs 2,767 Non-Fungible Tokens total $ 34,186 Total digital assets, net of impairment $ 194,229 39 As at June 30, 2022, the Company’s holdings of digital assets held, net of impairment consists of: Units held Carrying value, at cost less impairment Cryptocurrency APE 9,304.96 $ 34,276 ETH 23.25 23,666 CAKE 4,570.35 12,061 MKR 9.83 7,052 RLP 249.49 6,910 USDC 5,251.32 5,249 LINK 94.05 471 Cryptocurrency Total $ 89,685 Liquidity Pool Tokens Uniswap V3 4.2 239,827 mooEmp 275.77 30,841 Liquidity Pool Tokens Total $ 270,668 Non-Fungible Tokens Mutant Ape Yacht Club 1 $ 19,573 Other Deed 8 38,604 Board Ape Kennel Club 1 6,106 Meebits 2 10,006 Non-Fungible Tokens total $ 74,289 Total digital assets, net of impairment $ 434,642 NOTE 5 – EQUIPMENT SCHEDULE OF EQUIPMENT Cost Accumulated Depreciation June 30, 2023 Net Book Value June 30, 2022 Net Book Value Mining equipment $ 76,759 $ 10,143 $ 66,616 $ 0 $ 76,759 $ 10,143 $ 66,616 $ 0 On August 22, 2022, the Company made a deposit of $ 72,095 with USD Coin (“USDC”) to purchase 18 Antminer S19j Pro 100 TH Bitcoin mining machines. These machines were deployed, became operational and started to generate revenue on February 7, 2023. Depreciation expense for the years ended June 30, 2023 and 2022 was $ 10,143 and $ 0 , respectively. NOTE 6 – IDENTIFIED INTANGIBLE ASSETS Intangible assets comprise website development and design which are recorded at cost. SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS June 30, 2023 June 30, 2022 Website development $ 32,999 $ - Design 9,000 - Identifiable Intangible Assets Gross 41,999 - Accumulated amortization ( 597 ) - Identifiable Intangible Assets $ 41,402 $ - On June 12, 2023, the Company acquired website and design of $ 12,500 and $ 9,000 , respectively, and commenced amortization upon closing of the business acquisition of all of the outstanding limited liability company interests in Boring Brew LLC and Bored Coffee Lab, LLC. During the year ended June 30, 2023, $ 597 (comprising website of $ 347 and design of $ 250 ) and $ 0 , respectively, was recorded as amortization. The Company estimates amortization over the next two years is $ 14,000 per annum and amortization of $ 13,402 in the third year. 40 NOTE 7 – NOTES PAYABLE – RELATED PARTY On September 19, 2017, the Company entered into a Convertible Loan Agreement with Roran (the “Loan Agreement”). Pursuant to the Loan Agreement, Roran agreed to loan the Company an amount not to exceed a total of $ 150,000 in principal over 18 months . On June 17, 2019, the Company amended the Loan Agreement increasing the loan amount to $ 200,000 and extending the maturity date to September 19, 2019 . Each advance under the Loan Agreement will be documented under a Convertible Promissory Note issued by the Company in favor of Roran (the “Note”). The Note bears interest at the rate of 12 % per annum. Roran has the right to convert all or any portion of the Note into shares of the Company’s common stock at a conversion price equal to 60 % of the share price. The Company recorded a BCF due to the conversion option of $ 116,800 , which has been fully amortized as of September 30, 2019. The debt discount has been amortized as interest expense through September 30, 2019. On December 13, 2019, the Company amended its Loan Agreement Note with Roran as follows: (i) the total amount to be loaned was increased to $ 250,000 , and (ii) the maturity date was extended to June 19, 2020 . Although the maturity date has passed, Roran has agreed to extend the loan and advance additional funds until further negotiations have been concluded. On June 8, 2020, Roran converted $ 124,500 principal amount of its promissory note with the Company and $ 25,500 of accrued and unpaid interest thereon, totaling $ 150,000 , into 41,666,660 shares of Company Common Stock at the stated conversion price per share of $ 0.0036 . The remaining balance due on the promissory note, as of the conversion date, was $ 104,838 in principal and $ 19,988 in interest. As a result of the advances made pursuant to the Loan Agreement, the Company has incurred total obligations of $ 149,838 as of June 30, 2021 (net of debt discounts and exclusive of accrued interest). During the year ended June 30, 2022, Roran made non-interest bearing, unsecured, short-term cash advances to the Company totaling $ 18,367 for the purpose of paying all accounts payable before the closing date of the SPA. On 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 transaction. SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES Debts forgiven by Roran on September 2, 2021 Convertible note payable – related party $ 149,838 Interest on convertible note payable – related party 39,439 Advance from related party 18,367 Forgiveness of convertible note payable, accrued interest and advances – related party $ 207,644 NOTE 8 – PROMISSORY NOTES Demand Promissory Note and Common Stock Purchase Warrant On August 12, 2022, the Company issued a Promissory Note in the principal amount of $ 25,000 (the “Promissory Note”) for cash to Tom Zarro. The Promissory Note bears interest at the rate of 5.00 % per annum. Any unpaid principal amount and any accrued interest is due on August 12, 2023 . Mr. Zarro may demand payment of all or any portion of the outstanding principal and interest at any time. The Promissory Note is unsecured and there is no prepayment penalty. In the event the Promissory Note is not paid when due, any outstanding principal and interest will accrue interest of 12 % per annum. In conjunction with the issue of the Promissory Note, the Company issued Mr. Zarro a common stock purchase warrant (the “Warrant”). The terms of the Warrant state that, Mr. Zarro may, at any time on or after August 12, 2022 and until August 12, 2025, exercise the Warrant to purchase 20,000 shares of the Company’s common stock for an exercise price per share of $ 0.075 , subject to adjustment as provided in the Warrant. The fair value of the Warrant was calculated using volatility of 157 %, interest-free rate of 3.18 %, nil expected dividend yield and expected life of 3 years. The fair value of the debt and warrant is allocated based on their relative fair values. During the year ended June 30, 2023 and 2022, $ 6,983 and $ 0 , respectively, of discount amortization is included in interest expense. At June 30, 2023 and, 2022, there was an unamortized discount balance of $ 933 and $ 0 , respectively, to be amortized through May 2027 and accrued interest payable of $ 1,103 and $ 0 , respectively. 41 Demand Promissory Note – Related Parties On 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. Schadel 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. On June 29, 2022, the Company issued a Promissory Note in the principal amount of $ 40,000 (the “Promissory Note”) for cash to Mr. 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. Mr. 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 June 30, 2023 and 2022, there was accrued interest payable of $ 1 and $ 0 , respectively. On 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. 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. NOTE 9 – CONVERTIBLE PROMISSORY NOTES Convertible Promissory Notes On May 10, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 20,000 (the “Convertible Promissory Note”), for cash, to Timothy Hackbart. The Convertible Promissory Note bears interest at the rate of 3.25 % per annum. Any unpaid principal amount and any accrued interest is due on May 10, 2027. The Convertible Promissory Note is unsecured and there is no prepayment penalty. At the option of the Holder, the Convertible Promissory Note is convertible into shares of the Company’s common stock at a conversion price of $ 0.05 per share. The closing price of the Company’s common stock was $ 0.14 per share on the date the Convertible Promissory Note was issued. As a result of the conversion price being lower than the market price of the Company’s common stock on the date of issuance, the Company recognized a beneficial conversion feature of $ 20,000 upon issuance. The Company recorded the beneficial conversion feature as a discount (up to the face amount of the applicable note) to be amortized over the life of the related note. During the years ended June 30, 2023 and 2022, $ 3,998 and $ 559 , respectively, of discount amortization is included in interest expense. At June 30, 2023 and 2022, there was an unamortized discount balance of $ 15,442 and $ 19,441 , respectively, to be amortized through May 2027 and accrued interest payable of $ 741 and $ 0 , respectively. 42 Convertible Promissory Notes – Related Party On March 4, 2022, the Company issued a Convertible Promissory Note in the principal amount of $ 40,874 (the “Convertible Promissory Note”), for value received being comprised of one bitcoin, to Mr. Schadel, the Company’s Chief Executive Officer, sole director and majority stockholder. The Convertible Promissory Note bears interest at the rate of 3.5 % per annum. Any unpaid principal amount and any accrued interest is due on March 4, 2027. The Convertible Promissory Note is unsecured and there is no prepayment penalty. 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 $ 0.125 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. At June 30, 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. On 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 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. At June 30, 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. On 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, 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 $ 0.145 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. 43 On 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, 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 $ 0.1415 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. NOTE 10 – SHAREHOLDERS’ EQUITY (DEFICIT) On December 15, 2021, the Company filed with the Nevada Secretary of State amended and restated articles of incorporation. The amended and restated articles had the effect of (i) increasing the Company’s authorized common stock to 100 million shares, (ii) increasing the Company’s authorized preferred stock to 20 million shares, and (iii) reducing the par value of each of the Company’s common stock and preferred stock to $ 0.0001 per share. Common stock and additional paid-in capital for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the reduction in par value. On March 11, 2022, the Company filed with the State of Nevada a certificate of designations for the Company’s Series A Convertible Preferred Stock (“Series A Stock”). The Series A Certificate of Designations provides (i) the number of authorized shares will be 100 , (ii) each share will have a stated value of $ 50,000 , (iii) each share is convertible into 100,000 shares of Company common stock, subject to a 9.99 % equity blocker, (iv) shares are non-voting, and (v) shares are not entitled to receive dividends or distributions. On April 7, 2023, the Company agreed to issue 500,000 shares of common stock with a fair value of $ 18,000 for website development services. On June 12, 2023, the Company agreed to issue 5,000,000 shares of common stock with a fair value of $ 240,000 for an investment in Boring Brew LLC and Bored Coffee Lab LLC (See Note 3 – Business Acquisition). Warrants On March 16, 2022, the Company entered into Stock Purchases Agreements whereby the Company issued 22 shares to Series A Stock and various Warrants for $ 1,100,000 in cash. The Warrants comprise of 2,200,000 Company common stock issuable at $ 0.13 per share, 2,200,000 Company common stock issuable at $ 0.15 per share and 2,200,000 Company common stock issuable at $ 0.175 per share. Upon issuance on March 16, 2022, the Warrant remains exercisable for a period of five years . On August 12, 2022, the Company issued a common stock purchase warrant in conjunction with a Promissory Note. The Warrant comprise of 20,000 Company common stock issuable at $ 0.075 per share. Upon issuance on August 12, 2022, the Warrant remains exercisable for a period of three years . The weighted average remaining legal life of the warrants outstanding at June 30, 2023 is 3.70 years. Forward Stock Split On July 15, 2022, the Company’s director and shareholders approved an amendment of the Company’s Articles of Incorporation that would effect a 10-for-1 forward stock split of the Company’s common stock (the “Forward Split”). The Forward Split is subject to clearance by the Financial Industry Regulatory Authority (“FINRA”), and the Company will not effect the Forward Split until it is cleared by FINRA. On September 11, 2023, the Financial Industry Regulatory Authority, Inc. notified us that the Forward Split would take effect on September 19, 2023. All common stock share and per-share amounts for all periods presented in these consolidated financial statements have been adjusted retroactively to reflect the Forward Split. 44 NOTE 11 – INCOME TAXES The Company had no income tax expense due to operating losses incurred for the years ended June 30, 2023 and 2022. United States Modifications for net operating losses (NOL): Under Code Section 172(a) the amount of the NOL deduction is equal to the lesser of (a) the aggregate of the NOL carryovers to such year and NOL carrybacks to such year, or (b) 80 % of taxable income computed without regard to the deduction allowable in this section. Thus, NOLs are currently subject to a taxable-income limitation and cannot fully offset income. The Act temporarily removes the taxable income limitation to allow an NOL to fully offset income. Modifications of limitation on business interest: The 2017 Tax Cuts and Jobs Act of 2017 (TCJA) generally limited the amount of business interest allowed as a deduction to 30 % of adjusted taxable income. The Act temporarily and retroactively increases the limitation on the deductibility of interest expense under Code Section 163(j)(1) from 30 % to 50 % for tax years beginning in 2019 and 2020. (Code Section 163(j)(10)(A)(i) as amended by Act Section 2306(a)). The Company has not recorded the necessary provisional adjustments in the consolidated financial statements in accordance with its current understanding of the CARES Act and guidance currently available as of this filing. But is reviewing the CARES Act potential ramifications. The tax effects of temporary differences and tax loss and credit carry forwards that give rise to significant portions of deferred tax assets and liabilities on June 30, 2023 and 2022 are comprised of the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended June 30, 2023 Year Ended June 30, 2022 Deferred tax assets: Net-operating loss carryforward $ 287,503 $ 259,803 Total deferred tax assets 287,503 259,803 Valuation allowance ( 287,503 ) ( 259,803 ) Deferred tax assets, net of allowance $ - $ - SCHEDULE OF PROVISION FOR INCOME TAXES Year Ended June 30, 2023 Year Ended June 30, 2022 Federal Current $ - $ - Deferred 287,503 259,803 State - - Current - - Deferred - - Change in valuation allowance ( 287,503 ) ( 259,803 ) Income tax provision $ - $ - 45 We have a net operating loss (“NOL”) carry forward for U.S. income tax purposes aggregating approximately $ 1,369,100 as of June 30, 2023, subject to the Internal Revenue Code Section 382/383, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets on June 30, 2023. The valuation allowance increased by approximately $ 27,700 as of June 30, 2023. The expected tax expense (benefit) based on the U.S. federal statutory rate is reconciled with actual tax expense (benefit) as follows: SCHEDULE OF EFFECTIVE INCOME TAX RATE Year Ended June 30, 2023 Year Ended June 30, 2022 Statutory Federal Income Tax Rate 21 % 21 % Non-deductible expenses ( 16 )% ( 5 )% Change in valuation allowance ( 5 )% ( 16 )% Income tax provision $ - $ - The Company has not identified any uncertain tax positions requiring a reserve as of June 30, 2023. NOTE 12 – SUBSEQUENT EVENTS Loan Agreement 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. 46 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.