UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED JUNE 30, ~~2022~~2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 811-~~8387~~08387

METAVESCO, INC.

(Exact name of registrant as specified in its charter)

nevada

54-1694665

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification Number)

410 Peachtree Pkwy, Suite 4245, Cumming, GA 30041

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (678) 241-5898

Securities registered under Section 12 (b) of the ~~Exchange~~ Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Securities registered pursuant to section 12(g) of the Act:

None

Title of Class

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in ~~rule~~Rule 405 of the Securities Act. YES ☐ NO ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ~~Exchange~~ Act. YES ☒ NO ☐

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive ~~Date~~Data File required to be submitted pursuant to Rule 405 of Regulation S-T (ss. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by ~~checkmark~~check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. YES ☒ NO ☐

Large accelerated filer ☐	Accelerated filer ☐

Non-accelerated filer ☒	Smaller reporting company ☒

	Emerging growth company ☐

~~Indicate~~ If an emerging growth company, indicate by check mark if ~~whether~~ the registrant has ~~filed~~elected anot ~~report~~to onuse ~~and~~the ~~attestation~~extended totransition ~~its~~period ~~management’s~~for ~~assessment~~complying ofwith ~~the~~any ~~effectiveness of~~new ~~its~~or ~~internal~~revised ~~control~~financial ~~over~~accounting ~~financial~~standards provided ~~reporting~~pursuant ~~under~~to Section ~~404~~13(ba) of the ~~Sarbanes-Oxley~~Exchange Act ~~(15 U~~.~~S.C.,~~ ~~7262(b)) by the registered public accounting firm that prepared or issued its audit report.~~ ☐

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its ~~12b-2~~management’s assessment of the ~~Exchange~~effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) ~~YES~~by ☐the NOregistered public ☒accounting firm that prepared or issued its audit report. ☐

~~The aggregate~~If ~~market~~securities ~~value~~are ofregistered ~~the~~pursuant ~~registrant’s~~to ~~voting~~Section ~~stock~~12(b) of ~~held~~the ~~by non-affiliates~~Act, ~~computed~~indicate onby ~~the~~check ~~basis~~mark ofwhether the ~~closing~~financial ~~price~~statements of the registrant’s ~~common~~included ~~stock~~in on the ~~OTC~~filing ~~Pink~~reflect onthe ~~December~~correction ~~31,~~of an ~~2021,~~effort ~~was~~to ~~approximately~~previously ~~$10,339,764~~issued ~~(6,082,214~~financial ~~shares at $1~~statements.70 ~~per share).~~☐

As Indicate by check mark whether any of ~~October~~those 7,error corrections ~~2022,~~are ~~there~~restatements ~~were~~that ~~6,082,214~~required ~~shares~~a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~common~~officers ~~stock,~~during ~~$0.0001~~the ~~par~~relevant ~~value~~recovery ~~per~~period ~~share,~~pursuant ~~outstanding~~to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

The aggregate market value of the registrant’s voting stock held by non-affiliates, computed on the basis of the closing price of the registrant’s common stock on the OTC Pink on December 31, 2022, was approximately $2,633,599 (60,822,140 shares at $0.0433 per share).

As of October 13, 2023, there were 66,322,140 shares of the registrant’s common stock, $0.0001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

OTHER INFORMATION

As used in this Annual Report on Form 10-K, the terms “we”, “us”, “our”, “Metavesco”, ~~“Waterside”~~ and the “Company” refer to Metavesco, Inc., a Nevada corporation ~~(formerly Waterside Capital Corporation)~~, unless otherwise stated. “SEC” refers to the Securities and Exchange Commission.

TABLE OF CONTENTS

Part I
Item 1. Business	1
Item 1A. Risk Factors	45
Item 1B. Unresolved Staff Comments	812
Item 2. Properties	8
Item 1C. Cybersecurity	12
Item 3. Legal Proceedings	8
Item 2. Properties	12
Item 4. Mine Safety Disclosures	8
Item 3. Legal Proceedings	12
Item 4. Mine Safety Disclosures	12
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	913
Item 6. Selected Financial Data	10
Item 6. [RESERVED]	15
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1015
Item 7A. Quantitative and Qualitative Disclosures About Market Risk	1422
Item 8. Financial Statements and Supplementary Data	1522
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3147
Item 9A. Controls and Procedures	3147
Item 9B. Other Information	3249
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3249
Part III
Item 10. Directors, Executive Officers, and Corporate Governance	3349
Item 11. Executive Compensation	3451
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3551
Item 13. Certain Relationships and Related Transactions, and Director Independence	3552
Item 14. Principal Accounting Fees and Services	38
Item 14. Principal Accountant Fees and Services	55
Part IV
Item 15. Exhibits, Financial Statement Schedules	39
Item 15. Exhibits and Financial Statement Schedules	56
Item 16. Form 10–K Summary	3956
Signatures	4060

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for historical information, this Annual Report contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements are based on management’s current expectations, assumptions, and beliefs concerning future developments and their potential effect on our business, and are subject to risks and uncertainties that could negatively affect our business, operating results, financial condition, and stock price. We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” “will,” “would”, “if, “shall”, “might”, “will likely result, “projects”, “goal”, “objective”, or “continues”, or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. Additionally, statements concerning future matters such as our business strategy, development of new products, sales levels, expense levels, cash flows, future commercial and financing matters, future partnering opportunities and other statements regarding matters that are not historical are forward-looking statements.

Although the forward-looking statements in this Annual Report reflect our good faith judgment, based on currently available information, they involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Annual Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Annual Report to conform these statements to actual results or to changes in our expectations. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date we file this Annual Report. Readers are urged to carefully review and consider the various disclosures made in this Annual Report.

CERTAIN REFERENCES AND NAMES OF OTHERS USED HEREIN

This Annual Report may contain additional trade names, trademarks, and service marks of others, which are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks, or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.

PART I

ITEM 1. BUSINESS

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 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 March 30, 2010, the SBA notified the Company that its account had been transferred to liquidation status and that the outstanding debentures of $16.1 million-plus accrued interest (the “Debentures”) were due and payable within fifteen days of the date of the letter. The Company did not possess adequate liquid assets to make this payment. The Company negotiated terms of a settlement agreement with the SBA effective September 1, 2010. The Debentures were repurchased by the SBA in September 2010, represented by a Note Agreement between the SBA and the Company. The Note Agreement had a maturity of March 31, 2013. In the event of a default, the SBA had the ability to seek receivership.

On May 24, 2012, the SBA delivered to the Company a notice of an event of default for failure to meet the principal repayment schedule under the Note Agreement (the “Notice”). Under the terms of the Notice and the Note Agreement, the SBA maintained a continuing right to terminate the Note Agreement and appoint a receiver to manage the Company’s assets.

On November 20, 2013, the SBA filed a complaint in the United States District Court for the Eastern District of Virginia (the “District Court”) seeking, among other things, receivership for the Company and judgment in the amount outstanding under the Note Agreement plus continuing interest. The complaint alleged that as of October 31, 2013, there remained an outstanding balance of $11,762,634.58 under the Note Agreement, including interest, which continued to accrue at the rate of $2,021.93 per day. In filing the complaint, the SBA requested that the District Court take exclusive jurisdiction of the Company and all of its assets wherever located and appoint the SBA as permanent receiver of the Company to liquidate all of the Company’s assets and satisfy the claims of its creditors in the order of priority as determined by the District Court.

On May 28, 2014, the District 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 as receiver of the Company, and the SBA designated Charles Fulford as its principal agent to act on its behalf as the receiver (the “Receiver”). The Order authorized the Receiver to marshal and liquidate all of the Company’s assets in an orderly manner. The Order also served to enter judgment in favor of the United States of America, on behalf of the SBA, against the Company for $11,770,722. Such amount represented $11,700,000 in principal and $70,722 in accrued interest. The District 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 Receiver and the commencement of the receivership ordered by the District Court (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.

The SBIC license granted to the Company by the SBA was revoked by the SBA effective March 20, 2017, in conjunction with the entry by the District Court of the Order Approving the Procedures for Winding Up and Terminating the Receivership Estate. On June 28, 2017, the Receivership was terminated pursuant to the entry of a Final Order by the District Court, further discharged all claims and obligations of the Company other than the judgment held by SBA (the “Final Order”). Prior to the Final Order, the Receiver provided notice to all shareholders of the Company. The Receiver also initiated separate contact with the largest shareholders of the Company in an attempt to identify a shareholder willing to assume responsibility for the control of the Company on behalf of the Company’s shareholders. Roran Capital, LLC (“Roran”), was the only shareholder willing to assume such control. As such, at the direction of the Receiver, paragraph 4 of 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”. At that time Roran owned 51510,000 shares of the Company which represented 2.7% of the issued and outstanding common stock at that time (and owns 442,~~247~~476,~~666~~660 shares currently which represents 7064.05% of the issued and outstanding shares of the Company at this time). 99% of the equity interests in Roran were at the time, and remain, beneficially owned by Yitzhak Zelmanovitch. At the time of the Final Order, the Company had no assets, and a sole remaining liability owed to the SBA in an amount exceeding $10,000,000.

Upon termination of the Receivership, Roran took possession of all books and records made available to it by the Receiver. The termination of the Receivership, and the termination of the power and authority of the Receiver, left the Company with no Board of Directors and no officers. It was impossible to convene a shareholders meeting as there were no corporate officers or directors to provide (i) notice, or (ii) the administrative oversight required for such a meeting. Roran, in reliance on and in compliance with the Final Order, sought to appoint a new board of directors (the “New Board”). Without a New Board, the Company would be unable to operate as a viable business, and appointment by Roran was the only manner in which the New Board could be constituted.

Roran expended a good faith effort to seek out qualified third parties to serve on the New Board. Because of the liability exposure inherent in serving on the board of a public company, the Company’s lack of financial resources, and the Company’s loss of its SBIC license, Roran was unable to locate any qualified individuals to serve on the New Board and thus appointed Zindel Zelmanovitch, the father of Yitzhak Zelmanovitch, as the sole director and officer of the Company. Zindel is an experienced business person who has previously served as the CEO and director of a public company; thus, although related to the 99% owner of Roran, he has objectively acceptable qualifications to serve in this dual position. Zindel Zelmanovitch has never owned any shares of stock of the Company and has not been compensated for any of his services as a director or officer of the Company to date.

In his capacity as the sole director and officer of the Company, Zindel Zelmanovitch considered a variety of options for the Company, including bankruptcy and liquidation, neither of which would have yielded any economic benefit for the Company’s shareholders. Thus, Zindel Zelmanovitch negotiated with Roran to provide a loan or loans to fund reasonable expenses of the Company, on arm’s length terms, so long as progress was being made to reorganize the Company and to identify either (i) a new business to enter into; or, (ii) an active business with which to merge or otherwise acquire, which would benefit from operating as a public entity. The New Board (Zindel Zelmanovitch) has continued to work toward achieving that goal. With no assets and no SBIC license from the SBA, no income, and liabilities in excess of $10,000,000 (which has now been forgiven in full, as stated below), the New Board (Zindel Zelmanovitch) concluded that continuing to operate as a registered investment company was impossible; furthermore, the consistent feedback from third parties with which the New Board has sought to consummate a transaction to commence a new business or acquire or merge a new business into the Company has been that until the Company’s Application Pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be an Investment Company is approved, no such transaction was feasible. On April 22, 2020, the SEC issued an order declaring that the Company had ceased to be an investment company.

Since the entry of the Final Order (June 28, 2017) and the termination of the Receivership, the Company has been maintained for the benefit of its shareholders and pursuant to, and in compliance with, the Final Order. The Company has no assets, and the Company no longer has the SBIC license from the SBA. The Company is no longer operating as a registered investment company under the Investment Company Act. While it would have been possible for the Company to merely dissolve, the Company has instead decided to endeavor to reconstitute itself as a viable business. The Company has engaged and intends to continue to engage, qualified professionals and personnel to bring the Company current in its SEC filings and audits. The Company filed a Form 10-K for the period ending June 30, 2017 and has subsequently timely filed all periodic reports on Forms 10-Q and Forms 10-K.

The Company’s outstanding judgment payable owed to the SBA was purchased by Roran from the SBA in July 2017. As such, all amounts due under the outstanding judgment payable were owed to Roran rather than the SBA. Upon purchase, the Company began to accrue interest that was due under the original terms of the judgment payable. The statutory interest rate was 0.094%. The Company accrued $163,991 in interest on the judgment payable as of March 31, 2019. On May 16, 2019, Roran forgave the entire principal amount and interest due thereon of $10,609,635.

On September 19, 2017, the Company issued a Convertible Promissory Note in an amount up to $150,000 in favor of Roran which was increased to $200,000 on June 17, 2019 and $250,000 on December 13, 2019 (the “Note”), and as of June 30, 2021, $149,838 has been drawn by the Company under the Note (exclusive of accrued interest). The Note was issued pursuant to a Convertible Loan Agreement with Roran (the “Loan Agreement”). All outstanding principal and accrued interest on the Note is due and payable on the maturity date, which was March 19, 2019 and then extended to September 19, 2019 and then June 19, 2020. Roran has agreed to extend the loan and advance additional funds until further negotiations regarding the loan have concluded. Amounts borrowed under the Note bear interest at 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 20 day trailing lowest share price. The use of proceeds of this loan has been and continues to be the payment by the Company of its reasonable operational expenses payable to third-party service providers (consisting solely of third party expenses such as legal, accounting, transfer agent and edgarization costs, all at the actual cost for such services). The loan is not a senior or a secured instrument.

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 4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036. The remaining balance due on the promissory note, as of the conversion date, was $104,838 in principal and $19,988 in interest.2

On ~~September~~June 28, ~~2021~~2020, ~~the~~Roran ~~Company~~converted ~~entered~~$124,500 ~~into~~principal aamount ~~Stock~~of ~~Purchase~~its ~~Agreement~~promissory ~~(the~~note ~~“SPA”)~~with ~~by and between (i)~~ the Company ~~(ii) Ryan Schadel (“Buyer”)~~ and ~~(iii) Roran. Roran agreed to sell to the Buyer 4~~$25,~~247,666~~500 ~~shares~~ of ~~common~~accrued ~~stock~~and ofunpaid ~~the Company held~~interest bythereon, ~~Roran~~totaling ~~for a total purchase price of~~ $~~385~~150,000~~. In conjunction with the SPA~~, ~~Roran~~into ~~agreed to forgive all amounts due to Roran by the Company totaling $207~~41,~~644~~666,660 ~~which~~shares ~~is comprised~~ of ~~convertible~~Company ~~note~~Common ~~payable~~Stock –at ~~related~~the ~~party,~~stated ~~accrued~~conversion ~~interest~~price ~~payable~~per –share ~~related party,~~of ~~and advances from related party~~$0.0036. The ~~Buyer~~remaining balance ~~acquired~~due ~~4,247,666~~on ~~shares of~~ the ~~Company’s Common~~promissory ~~Stock~~note, ~~representing~~as ~~69.7%~~ of the ~~issued~~conversion ~~and~~date, ~~outstanding~~was ~~shares~~$104,838 ofin ~~Common~~principal ~~Stock.~~and ~~As such~~$19,988 ~~the SPA resulted~~ in ~~a change of control of the Company~~interest.

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.

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 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 ~~approved~~cleared by Financial Industry Regulatory Authority (“FINRA”) and was effective June 3, 2022.

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 Coinbase exchange. The Company also invests in promising NFT projects and virtual land, primarily on EVM protocols.

~~The~~On June 12, 2023, the Company isentered ~~currently~~into ~~authorized~~a toLimited ~~issue~~Liability ~~twenty~~Company ~~million~~Interest Purchase Agreement (~~20,000,000~~the “Purchase Agreement”) with ~~shares~~Eddy ofRodrigeuz ~~preferred~~(the ~~stock,~~“Seller”). ~~with~~The aSeller ~~par~~is ~~value~~the sole owner of ~~$0.0001~~Boring ~~per~~Brew ~~share. There~~LLC ~~are~~(“Boring”) ~~twenty~~and ~~two~~Bored Coffee Lab, LLC (22“Bored”). ~~shares~~Under the terms of ~~Series~~the APurchase ~~Convertible~~Agreement, ~~Preferred~~the ~~Stock~~Seller ~~issued.~~sold ~~The~~to the Company, isall ~~also~~of ~~authorized~~the tooutstanding ~~issue~~limited liability ~~one~~company ~~hundred million~~interests ~~(100,000,000)~~in ~~shares~~Boring ofand ~~common~~Bored. ~~stock,~~The Company paid the Seller total consideration with a ~~par~~fair value of $~~0.0001~~249,245, ~~per~~paid as ~~share.~~follows: As(i) ~~of June 30~~$9,245 ~~2022,~~in cash and ~~currently,~~(ii) 65,~~082~~000,~~214~~000 shares of ~~common stock~~ of the Company’s ~~were~~common ~~outstanding.~~stock ~~These~~at ~~shares~~a ~~are~~fair ~~quoted~~value ~~over~~of ~~the~~$240,000 ~~counter with Pink OTC Markets Inc~~($0.048 ~~under the ticker~~per ~~symbol~~share ~~“MVCO”~~based ~~and~~on ~~are~~the ~~held~~closing byprice ~~23 shareholders~~ of ~~record~~the ~~as of October 7, 2022. The~~ Company ~~does~~common ~~not~~stock ~~have~~on ~~any~~June ~~other~~12, ~~equity securities outstanding~~2023).

The Company is currently authorized to issue twenty million (20,000,000) shares of preferred stock, with a par value of $0.0001 per share. There are twenty two (22) shares of Series A Convertible Preferred Stock issued. The Company is also authorized to issue one hundred million (100,000,000) shares of common stock, with a par value of $0.0001 per share. As of June 30, 2023, and currently, 66,322,140 shares of common stock of the Company were outstanding. These shares are quoted over the counter with Pink OTC Markets Inc. under the ticker symbol “MVCO” and are held by 25 shareholders of record as of September 30, 2023. The Company does not have any other equity securities outstanding.

Current Business Strategy and Operations

On April 22, 2020, the SEC issued an order declaring that the Company had ceased to be an investment company. The Company’s ~~continues to~~common ~~list~~stock ~~its~~continues ~~common~~to ~~stock~~be quoted on the Pink OTC Markets for the benefit of its shareholders.

Our Business

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 442,~~247~~476,~~666~~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 442,~~247~~476,~~666~~660 shares of the Company’s Common Stock, representing 69.7% of the issued and outstanding shares of Common Stock. As such, the Schadel SPA resulted in a change of control of the Company.

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 (“PoS”) protocols on decentralized exchanges, as well as centralized exchanges, including Coinbase. The Company also invests in non-fungible token (“NFT”) projects and virtual land that it believes are promising, primarily on EVM protocols.

The Company has three areas of focus:

●	Liquidity Provider - In decentralized finance (DeFi), the ability to trade assets from one to another is facilitated by Liquidity Pools (“LPs”) which generally contain a 50/50 balance between both underlying tokens. The Company expects to invest substantially in LPs to generate ongoing revenue. We expect that this revenue will fuel our other initiatives as we build the Company.

●	Staking - Like LPs, staking can provide potential passive revenue to the Company. Purchasing large blocks of lucrative PoS assets to grow the passive income portfolio is expected to be a major cornerstone to our success. This is a much greener approach to the traditional Proof of Work model, which is used by Bitcoin and Ethereum. Ethereum 2.0 is expected to be on PoS in the near future and our goal is to eventually become a validator on the network.

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

On August 29, 2022, the Company announced its plan to begin Bitcoin mining operations. Bitcoin mining has been part of the Company roadmap since entering the web3 space in March of 2022, although our plans have been accelerated with the recent decrease in the price of Bitcoin. Mining equipment has become much more affordable as overleveraged miners are forced to sell equipment at reduced prices. Metavesco is in active talks with suppliers for equipment and hosting space. We anticipate the Company will have an agreement in place very soon to start mining operations at a hosted site in Texas and then eventually a second site in Georgia.

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

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”) and collectively known a Boring Brew. Under the terms of the Purchase Agreement, the Seller sold to the Company, all of the outstanding limited liability company interests in Boring and Bored for a total purchase price of $9,245 in cash and 5,000,000 shares of common stock of the Company. Boring Brew, a web3 startup known for its unique and limited edition coffee bags. Boring Brew partners with influential NFT holders to transform their intellectual property into an exquisite collection of specialty coffee.

Government Regulations

The Company is no longer a registered investment company.

The Company’s common stock is a “penny stock,” as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the Company’s common stock is subject to the penny stock rules, it may be more difficult to sell our common stock.

Patents, Trademarks, Franchises, Royalty Agreements or Labor Contracts

We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements, or labor contracts. We will assess the need for any copyright, trademark, or patent applications on an ongoing basis.

Competition

Our current and future competition includes other digital assets focused companies, such as Coinshares International Limited and private operators that are in the same business as us.

Many of our current and potential competitors have greater resources and longer histories, and greater brand recognition. They may devote more resources to technology, infrastructure, marketing and may be able to more rapidly develop their solutions. Other companies also may enter into business combinations or alliances that strengthen their competitive positions. Our small team and relative lack of capital is a competitive disadvantage.

Employees

The Company currently has one employee, the sole officer and director of the Company. We generally work remotely and we anticipate as we hire additional staff they will also work remotely.

Available Information

The Company expects to continue to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, proxy statements and other information with the SEC. Any materials filed by the Company with the SEC may be read and copied at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the SEC’s Public Reference Room is available by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains annual, quarterly and current reports, proxy statements and other information that issuers (including the Company) file electronically with the SEC. The Internet address of the SEC’s website is http://www.sec.gov. At some point in the future, we intend to make our reports, amendments thereto, and other information available, free of charge, on a website for the Company. Our website can be found at www.metavesco.com.

Our corporate offices are located at 410 Peachtree Pkwy, Suite 4245, Cummings, GA 30041. Our telephone number is 678-241-5898.

ITEM 1A RISK FACTORS

You should carefully consider the risks described below, together with the other information set forth in this report, which could materially affect our business, financial condition, and future results. The risks described below are not the only risks facing our Company. Risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, and operating results.

Risks Related to Our Business

Our holdings are controlled by one shareholder which owns approximately 70% of our issued and outstanding stock.

70% of our issued and outstanding common stock is controlled by Mr. Schadel, our sole officer and director. As a result, Mr. Schadel can direct the affairs of the Company as the majority shareholder and there is no assurance that any decisions made through a shareholder vote will be the same decisions that one or more minority shareholders would make.

The Company has a limited operating history.

The Company has a limited history of operations and is in the early stage of development. As such, the Company will be subject to many risks common to such enterprises, including undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that the Company will be successful in achieving a return on shareholders’ investment and the likelihood of success must be considered in light of its early stage of operations. There can be no assurance that the Company will be able to develop any of its projects profitably or that any of its activities will generate positive cash flow.

The Company’s compliance and risk management programs may not be effective.

The Company’s ability to comply with applicable laws and rules will be largely dependent on the establishment and maintenance of compliance, review and reporting systems, as well as the ability to attract and retain qualified compliance and other risk management personnel. The Company cannot provide any assurance that its compliance policies and procedures will always be effective or that the Company will be successful in monitoring or evaluating its risks. In the case of alleged non-compliance with applicable laws or regulations, the Company could be subject to investigations and judicial or administrative proceedings that may result in substantial penalties or civil lawsuits, including by customers, for damages, restitution or other remedies, which could be significant. Any of these outcomes, individually or together, may among other things, materially and adversely affect the Company’s reputation, financial condition, investment and trading strategies, and asset value and the value of any investment in the Company’s common stock.

The Company may require additional funds to finance its operations.

Additional funds, raised through debt or equity offerings, may be needed to finance the Company’s future activities. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could cause the Company to reduce or terminate its operations.

If additional funds are raised through further issuances of equity or securities convertible into equity, existing shareholders could suffer significant dilution, and any new equity securities issued could have rights, preferences and privileges superior to those of holders of the Company’s common stock. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital and to pursue business opportunities.

Market adoption of digital assets has been limited to date and further adoption is uncertain.

Currently, there is relatively small use of digital assets in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect an investment in the Company’s common stock. Digital assets have only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets and use of digital assets by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of digital asset demand is generated by speculators and investors seeking to profit from the short- or long-term holding of tokens. A lack of expansion by digital assets into the retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the market price of these assets. Further, if fees increase for recording transactions on these blockchains, demand for digital assets may be reduced and prevent the expansion of the networks to retail merchants and commercial businesses, resulting in a reduction in the price of these assets.

The value of digital assets may be subject to momentum pricing risk.

Momentum pricing typically is associated with growth stocks and other assets whose valuation, as determined by the investing public, accounts for anticipated future appreciation in value. Market prices of digital assets are determined primarily using data from various exchanges, over-the-counter markets, and derivative platforms. Momentum pricing may have resulted, and may continue to result, in speculation regarding future appreciation in the value of digital assets, inflating and making their market prices more volatile. As a result, they may be more likely to fluctuate in value due to changing investor confidence in future appreciation (or depreciation) in their market prices, which could adversely affect the value of the Company’s digital asset holdings and the value of the Company’s common stock.

A decline in the adoption and use of digital assets could materially and adversely affect the performance of the Company.

Because digital assets are a relatively new asset class and a technological innovation, they are subject to a high degree of uncertainty. As a related but separate issue from that of the regulatory environment, the adoption, growth and longevity of any digital asset will require growth in its usage and in the blockchain for various applications. A lack of expansion in use of digital assets and blockchain technologies would adversely affect the financial performance of the Company. In addition, there is no assurance that any digital assets will maintain their value over the long term. Even if growth in the use of any digital assets occurs in the near or medium term, there is no assurance that such use will continue to grow over the long term. A lack of expansion of digital assets into the retail and commercial markets, may result in increased volatility or a reduction in the market price of these assets. Further, if fees increase for recording transactions on these blockchains, demand for digital assets may be reduced and prevent the expansion of the networks to retail merchants and commercial businesses, resulting in a reduction in the price of these assets. A contraction in use of any digital asset may result in increased volatility or a reduction in prices, which could materially and adversely affect the Company’s investment and trading strategies, the value of its assets and the value of any investment in the Company’s common stock.

We may invest or spend our cash in ways with which you may not agree or in ways which may not yield a significant return.

Mr. Schadel, our sole officer and director and a significant stockholder, has considerable discretion in the use of our cash. Our cash may be used for purposes that do not increase our operating results or market value. Until the cash is used, it may be placed in investments that do not produce significant income or that may lose value. The failure of our management to invest or spend our cash effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our common stock to decline.

Our digital assets may be subject to concentration risk.

Concentration risk is the risk of amplified losses that may occur from having a large portion of our holdings in digital assets. Digital assets returns may be highly corelated and may also be Illiquid. Investments within the same industry, geographic region or security type tend to be highly correlated, meaning that what happens to one investment is likely to happen to the others. Digital assets may also be difficult to sell off quickly. Should we need quick access to cash and are heavily invested in illiquid securities, we may not be able to tap this money in a timely or cost-efficient manner.

Risks Related to our Operations

Cyber-attacks, data breaches or malware may disrupt our operations and trigger significant liability for us, which could harm our operating results and financial condition, and damage our reputation or otherwise materially harm our business.

As a publicly traded company, we may experience cyber-attacks and other attempts to gain unauthorized access to our systems on a regular basis. There is a risk that some or all of our cryptocurrencies could be lost or stolen as a result of one or more of these incursions. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats, and, despite our implementation of strict security measures and it is impossible to eliminate all such vulnerability. For instance, we may not be able to ensure the adequacy of the security measures employed by third parties, such as our service providers. Efforts to limit the ability of malicious actors to disrupt the operations of the internet or undermine our own security efforts may be costly to implement and may not be successful. Such breaches, whether attributable to a vulnerability in our systems or otherwise, could result in claims of liability against us, damage our reputation and materially harm our business.

We have not to date experienced a material cyber-event; however, the occurrence of any such event in the future could subject us to liability give rise to legal and/or regulatory action, which could damage our reputation or otherwise materially harm our business, operating results, and financial condition.

Incorrect or fraudulent digital assets transactions may be irreversible and we could lose access to our digital assets.

Digital asset transactions are not, from an administrative perspective, reversible without the consent and active participation of the recipient of the digital assets from the transaction. Because of the decentralized nature of the blockchain, once a transaction has been verified and recorded in a block that is added to the blockchain, an incorrect transfer of a digital or a theft thereof generally will not be reversible, and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our rewards or fees could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Though recent high profile enforcement actions against individuals laundering stolen digital assets have demonstrated some means of bringing malicious actors to justice for their theft, the stolen digital assets is likely to remain unrecoverable. Furthermore, we must possess both the unique public and private keys to our digital wallets to gain access to our digital assets and the loss of a private key required may be irreversible. Therefore, if we lose, or if a malicious actor successfully denies us access to our private keys, we may be permanently denied access to the digital assets held in the wallet corresponding to the lost, stolen or blocked keys. Though we have taken and continue to take reasonable steps to secure our private keys. if we were to lose access to our private keys or otherwise experience data loss relating to our digital wallets, we could effectively lose access to and the ability to use our digital assets. Moreover, we may be unable to secure insurance policies for our digital assets at rates or on terms acceptable to us, if at all. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our business, results of operations and financial condition.

Our business could be harmed by prolonged power and internet outages, shortages, or capacity constraints.

Our operations require access to high-speed internet to be successful. If we lose internet access for a prolonged period, we may be required to reduce our operations or cease them altogether. If this occurs, our business and results of operations may be materially and adversely affected.

Risks Related to Governmental Regulation and Enforcement

A particular digital asset’s status as a “security” in any relevant jurisdiction is subject to a high degree of uncertainty, and if we are unable to correctly characterize a digital asset, we may be subject to regulatory scrutiny, investigations, fines, sanctions, penalties and other adverse consequences, including potentially becoming subject to the Investment Company Act of 1940 which would impose significant regulatory burdens and compliance costs.

The SEC and its staff have taken the position that certain digital assets fall within the definition of a “security” under the U.S. federal securities laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status of any particular digital asset as a security. Furthermore, the SEC’s views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. It is also possible that a change in the governing administration or the appointment of new SEC commissioners could substantially impact the views of the SEC and its staff. Public statements by senior officials at the SEC indicate that the SEC does not intend to take the position that Bitcoin or Ethereum are securities (in their current form). Bitcoin and Ethereum are the only digital assets as to which senior officials at the SEC have publicly expressed such a view. Moreover, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital asset. With respect to all other digital assets, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular digital asset could be deemed a “security” under applicable laws. Similarly, though the SEC’s Strategic Hub for Innovation and Financial Technology published a framework for analyzing whether any given digital asset is a security in April 2019, this framework is also not a rule, regulation or statement of the SEC and is not binding on the SEC.

The classification of a digital asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale, trading, and clearing of such assets. For example, a digital asset that is a security in the U.S. may generally only be offered or sold in the U.S. pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption from registration. Persons that effect transactions in digital assets that are securities in the U.S. may be subject to registration with the SEC as a “broker” or “dealer.” Platforms that bring together purchasers and sellers to trade digital assets that are securities in the U.S. are generally subject to registration as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

While we do not currently, nor do we plan to, offer, sell, trade, and clear digital assets or take custody of others digital assets as part of any potential Staking-as-a-Service operations we may undertake, however, digital assets we stake and validate transactions for could be deemed to be a “security” under applicable laws. Our blockchain infrastructure operations which entails securing blockchains by processing and validating blockchain transactions (most analogous to Bitcoin mining or operating a Bitcoin mining pool) could be construed as facilitating transactions in digital assets; as such we could be subject to legal or regulatory action in the event the SEC, a foreign regulatory authority, or a court were to determine that a blockchain we secure is a “security” under applicable laws. Because our platform is not registered or licensed with the SEC or foreign authorities as a broker-dealer, national securities exchange, or ATS (or foreign equivalents), and we do not seek to register or rely on an exemption from such registration or license to secure blockchains.

Further, if any digital asset is deemed to be a security under any U.S. federal, state, or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences for such digital asset. For instance, the networks on which such digital assets are utilized may be required to be regulated as securities intermediaries, and subject to applicable rules, which could effectively render the network impracticable for its existing purposes. Further, it could draw negative publicity and a decline in the general acceptance of the digital asset. Also, such a development may make it difficult for such supported digital asset to be traded, cleared, and custodied as compared to other digital asset that are not considered to be securities.

Regulatory changes or actions may alter the nature of an investment in us or restrict the use of digital assets in a manner that adversely affects our business, prospects, or operations.

As digital assets have grown in both popularity and market size, governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as in the U.S., subject the mining, ownership and exchange of digital assets to extensive, and in some cases overlapping, unclear and evolving regulatory requirements. Ongoing and future regulatory actions could have a material adverse effect on our business, prospects or operations.

Our interactions with a blockchain may expose us to SDN or blocked persons and new legislation or regulation could adversely impact our business or the market for cryptocurrencies.

The Office of Financial Assets Control (“OFAC”) of the U.S. Department of Treasury requires us to comply with its sanction program and not conduct business with persons named on its specially designated nationals (“SDN”) list. However, because of the pseudonymous nature of blockchain transactions we may inadvertently and without our knowledge engage in transactions with persons named on OFAC’s SDN list. Our Company’s policy prohibits any transactions with such SDN individuals, but we may not be adequately capable of determining the ultimate identity of the individual with whom we transact with respect to selling cryptocurrency assets. Moreover, the use of cryptocurrencies, including Bitcoin, as a potential means of avoiding federally-imposed sanctions, such as those imposed in connection with the Russian invasion of Ukraine. For example, on March 2, 2022, a group of United States Senators sent the Secretary of the United States Treasury Department a letter asking Secretary Yellen to investigate its ability to enforce such sanctions vis-à-vis Bitcoin, and on March 8, 2022, President Biden announced an executive order on cryptocurrencies which seeks to establish a unified federal regulatory regime for cryptocurrencies. We are unable to predict the nature or extent of new and proposed legislation and regulation affecting the cryptocurrency industry, or the potential impact of the use of cryptocurrencies by SDN or other blocked or sanctioned persons, which could have material adverse effects on our business and our industry more broadly. Further, we may be subject to investigation, administrative or court proceedings, and civil or criminal monetary fines and penalties as a result of any regulatory enforcement actions, all of which could harm our reputation and affect the value of our common stock.

Digital assets may be made illegal in certain jurisdictions which could adversely affect our business prospects and operations.

Although we do not anticipate any material adverse regulations on digital assets in our jurisdictions of operation, it is possible that state or federal regulators may seek to impose harsh restrictions or total bans on digital assets which may make it impossible for us to do business. Further, although digital assets in general are largely unregulated in most countries (including the United States), regulators in certain jurisdictions may undertake new or intensify existing regulatory actions in the future that could severely restrict the right to mine, acquire, own, hold, sell, or use digital assets or to exchange it for traditional fiat currency such as the United States Dollar. Such restrictions may adversely affect us as the large-scale use of digital assets as a means of exchange is presently confined to certain regions globally. Such circumstances could have a material adverse effect on us, which could have a material adverse effect on our business, prospects or operations and potentially the value of digital assets we acquire and thus harm investors.

The Company will have to adapt to respond to evolving security risks.

As technological change occurs, the security threats to the Company’s digital assets will likely adapt, and previously unknown threats may emerge. The ability of the Company and Coinbase to adopt technology in response to changing security needs or trends may pose a challenge to the safekeeping of their assets. To the extent that the Company or Coinbase is unable to identify and mitigate or stop new security threats, The Company’s assets may be subject to theft, loss, destruction or other attack.

The majority of the Company’s digital assets are held in Self Custody (Non-Custodial) wallets. The Company holds the majority of its digital assets in Self Custody (Non-Custodial) wallets. These wallets are used to interact with Decentralized Exchanges and other DeFi focused protocols. Mr. Schadel, our sole officer and director and our majority stockholder, is currently the holder of the private keys that provide access to these wallets.

Additionally, the Company from time to time holds assets at Coinbase, a SOC 1/ SOC 2 certified digital asset custodian. If Coinbase were to be subject to a malicious attack or otherwise cease its operations, the Company will be at risk of losing the majority of its digital assets. There is no assurance that Coinbase will not be subject to any such attack and there is no guarantee that Coinbase won’t cease its operations.

Banks may not provide banking services, or may cut off banking services, to businesses that provide digital asset-related services.

A number of companies that provide digital asset-related services have been unable to find banks that are willing to provide them with bank accounts and banking services. Similarly, a number of such companies have had their existing bank accounts closed by their banks. Banks may refuse to provide bank accounts and other banking services to digital asset-related companies, or companies that accept digital assets, for a number of reasons, such as perceived compliance risks or costs. The difficulty that many businesses that provide digital asset-related services have and may continue to have in finding banks willing to provide them with bank accounts and other banking services may decrease the usefulness of digital assets as a payment system and harm public perception of digital assets. Similarly, the usefulness of digital assets as a payment system and the public perception of digital assets could be damaged if banks were to close the accounts of many or of a few key businesses providing digital asset-related services. This could decrease the market prices of digital assets, and adversely affect the value of the Company’s digital asset holdings and the Company’s common stock.

The Company’s business is exposed to the potential misuse of digital assets and malicious actors.

Since the existence of digital assets, there have been attempts to use them for speculation or malicious purposes. Although lawmakers increasingly regulate the use and applications of digital assets, and software is being developed to curtail speculative and malicious activities, there can be no assurances that those measures will sufficiently deter those and other illicit activities in the future. Advances in technology, such as quantum computing, could lead to a malicious actor or botnet (a voluntary or hacked collection of computers controlled by networked software coordinating the actions of the computers) being able to alter the blockchain on which digital asset transactions rely. In such circumstances, the malicious actor or botnet could control, exclude or modify the ordering of transactions, or generate new digital assets or transactions using such control. The malicious actor or botnet could double spend its own digital assets and prevent the confirmation of other users’ transactions for so long as it maintains control. Such changes could adversely affect an investment in the Company’s common stock.

The security procedures and operational infrastructure of the Company and Coinbase may be breached due to the actions of outside parties, error or malfeasance of an employee of the Company or Coinbase, or otherwise, and, as a result, an unauthorized party may obtain access to the Company’s digital asset accounts, private keys, data or tokens. Additionally, outside parties may attempt to fraudulently induce employees of the Company or Coinbase to disclose sensitive information in order to gain access to the infrastructure of the Company or Coinbase. As the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently, or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, The Company may be unable to anticipate these techniques or implement adequate preventative measures. If an actual or perceived breach of the Company’s digital assets account occurs, the market perception of the effectiveness of its security protocols could be harmed and the value of the Company’s common stock could be materially adversely affected.

The Company’s use of proprietary and non-proprietary software, data and intellectual property may be subject to substantial risk.

The Company’s token selection strategy may rely heavily on the use of proprietary and non-proprietary software, data and intellectual property of third parties in the digital asset sector. The reliance on this technology and data is subject to a number of important risks. For example, the operation of any element of the digital assets network, or any other electronic platform, may be severely and adversely affected by the malfunction of technology. For example, an unforeseen software or hardware malfunction could occur as a result of a virus or other outside force, or as result of a design flaw in the design and operation of the network or platform. In addition, the underlying technology of the tokens themselves, may be inactive for periods of time, known as “downtime” and could have serious adverse effects on our business.

Risks Related to Ownership of Our Common Stock

Nevada law contains provisions that could discourage, delay or prevent a change in control of our company, prevent attempts to replace or remove current management and reduce the market price of our stock.

Certain provisions of Nevada law described below may make us a less attractive candidate for acquisition, which may adversely impact the value of the shares of our capital stock held by our stockholders. We have not opted out of these provisions in our Bylaws, as permitted under the Nevada Revised Statutes.

Nevada Revised Statutes Sections 78.411 through 78.444 (the “Nevada Combinations Statute”) generally prohibit “combinations” including mergers, consolidations, sales and leases of assets, issuances of securities and similar transactions by a Nevada corporation having a requisite number of stockholders of record (of which we are one) with any person who beneficially owns (or any affiliate or associate of the corporation who within the previous two years owned), directly or indirectly, 10% or more of the voting power of the outstanding voting shares of the corporation (an “interested stockholder”), within two years after such person first became an interested stockholder unless (i) the board of directors of the corporation approved the combination or transaction by which the person first became an interested stockholder before the person first became an interested stockholder or (ii) the board of directors of the corporation has approved the combination in question and, at or after that time, such combination is approved at an annual or special meeting of the stockholders of the target corporation, and not by written consent, by the affirmative vote of holders of stock representing at least 60% of the outstanding voting power of the target corporation not beneficially owned by the interested stockholder or the affiliates or associates of the interested stockholder.

Two years after the date the person first became an interested stockholder, the Nevada Combinations Statute prohibits any combination with that interested stockholder unless (i) the board of directors of the corporation approved the combination or transaction by which the person first became an interested stockholder before the person first became an interested stockholder or (ii) such combination is approved by a majority of the outstanding voting power of the corporation not beneficially owned by the interested stockholder or any affiliate or associate of the interested stockholder. The Nevada Combinations Statute does not apply to combinations with an interested stockholder after the expiration of four years from when the person first became an interested stockholder.

Because there has been limited precedent set for financial accounting of digital assets, the determination that we have made for how to account for digital assets transactions may be subject to change.

Because there has been limited precedent set for the financial accounting of cryptocurrencies and related revenue recognition and no official guidance has yet been provided by the FASB or the SEC, it is unclear how companies may in the future be required to account for cryptocurrency transactions and assets and related revenue recognition. A change in regulatory or financial accounting standards could result in the necessity to change our accounting methods and restate our financial statements. Such a restatement could adversely affect the accounting for our newly mined cryptocurrency rewards and more generally negatively impact our business, prospects, financial condition and results of operations. Such circumstances would have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which would have a material adverse effect on our business, prospects or operations as well as and potentially the value of any cryptocurrencies we hold or expects to acquire for our own account and harm investors.

We have identified material weaknesses in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our financial statements or cause us to fail to meet our periodic reporting obligations.

We are required to comply with certain provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Section 404 requires that we document and test our internal control over financial reporting and issue management’s assessment of our internal control over financial reporting. Management assessed the effectiveness of our internal control over financial reporting as of June 30, ~~2022~~2023. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Based on our assessment, as of June 30, ~~2022~~2023, we concluded that our internal control over financial reporting contained material weaknesses. To remediate these material weaknesses, our management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively.

We believe that these actions will remediate the material weakness. However, the remediation cannot be deemed successful until the applicable controls operate for a sufficient period of time and our management has concluded, through testing, that these controls are operating effectively. If we fail to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, the accuracy and timeliness of the filing of our annual and quarterly reports may be materially adversely affected and could cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock. In addition, a material weakness in the effectiveness of our internal control over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

Substantial sales of our common stock may impact the market price of our common stock.

Future sales of substantial amounts of our common stock, including shares that we may issue upon exercise of options and warrants could adversely affect the market price of our common stock. Furthermore, if we raise additional funds through the issuance of common stock or securities convertible into our common stock, the percentage ownership of our shareholders will be reduced, and the price of our common stock may fall.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2 1C. ~~PROPERTIES~~CYBERSECURITY

~~We do~~Not ~~not currently own any property~~applicable. We rent office space month to month from Regus for $281 per month. We generally work remotely and we anticipate as we hire additional staff they will also work remotely. As of October 7, 2022, we believe that our properties are suitable and adequate to meet our anticipated needs.

ITEM 32. ~~LEGAL PROCEEDINGS~~PROPERTIES

~~From~~We ~~time~~do tonot ~~time,~~currently weown ~~may~~any beproperty. ~~involved~~We inrent ~~routine~~office ~~legal~~space ~~proceedings,~~month asto ~~well~~month asfrom ~~demands,~~Regus ~~claims~~for ~~and~~$281 ~~threatened~~per ~~litigation that arise in the normal course of our business~~month. ~~The~~We ~~ultimate~~generally ~~amount~~work ofremotely ~~liability, if any, for any claims of any type (either alone or in the aggregate)~~and ~~may~~we ~~materially~~anticipate ~~and~~as ~~adversely~~we ~~affect~~hire ~~our~~additional ~~financial~~staff ~~condition,~~they ~~results~~will ofalso ~~operations~~work ~~and liquidity~~remotely. InAs ~~addition, the ultimate outcome~~ of ~~any~~ ~~litigation~~September is30 ~~uncertain. Any outcome (including any for the actions described above)~~2023, ~~whether~~we ~~favorable~~believe or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that ~~additional~~our ~~contingencies~~properties ofare ~~a legal nature or contingencies having legal aspects will~~suitable ~~not be asserted against us in the future,~~ and ~~these~~adequate ~~matters could relate~~ to ~~prior,~~meet ~~current~~our oranticipated ~~future transactions or events~~needs.

WeITEM ~~are not currently a party to any other material legal proceedings~~3. WeLEGAL are not aware of any pending or threatened litigation against us that in our view would have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain, and we cannot assure you that we will not be adversely affected in the future by legal proceedings.PROCEEDINGS

~~ITEM~~From 4time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. ~~MINE~~The ~~SAFETY~~ultimate ~~DISCLOSURES~~amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome (including any for the actions described above), whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events.

~~Not~~We ~~applicable~~are not currently a party to any other material legal proceedings. We are not aware of any pending or threatened litigation against us that in our view would have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims are inherently uncertain, and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

8ITEM 4. MINE SAFETY DISCLOSURES

~~PART~~Not IIapplicable.

~~ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY; RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~12

~~Information~~PART ~~About Our Common Stock~~II

~~Our~~ITEM ~~shares are quoted on the OTC Pink under the symbol “MVCO”~~5. ~~The~~MARKET ~~OTC~~FOR ~~Market~~REGISTRANT’S isCOMMON aEQUITY; ~~network~~RELATED ofSTOCKHOLDER ~~security~~MATTERS ~~dealers~~AND ~~who~~ISSUER ~~buy~~PURCHASES ~~and sell~~OF ~~stock.~~EQUITY The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.SECURITIES

~~The~~Information ~~following~~About ~~table~~Our ~~sets~~Common forth, for the periods indicated the high and low bid quotations for our common stock. These quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.Stock

	High		Low
Fiscal Year 2022
April 1 to June 30, 2022	$	1.59	$	0.70
January 1, 2022 to March 31, 2022		1.70		0.98
October 1 to December 31, 2021		1.70		0.37
July 1 to September 30, 2021		0.90		0.17
Fiscal Year 2021
April 1 to June 30, 2021	$	0.41	$	0.06
January 1, 2021 to March 31, 2021		0.45		0.03
October 1 to December 31, 2020		0.38		0.05
July 1 to September 30, 2020		0.25		0.02

Our shares are quoted on the OTC Pink under the symbol “MVCO”. The OTC Market is a network of security dealers who buy and sell stock. The dealers are connected by a computer network that provides information on current “bids” and “asks,” as well as volume information. The trading of securities on the OTC Pink is often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may have a negative effect on the market price of our common stock.

OnThe ~~October~~following 5,table ~~2022~~sets forth, for the ~~closing~~periods ~~price~~indicated ofthe high and low bid quotations for our common stock. ~~was~~These $0quotations represent inter-dealer quotations, without adjustment for retail markup, markdown, or commission and may not represent actual transactions.~~69.~~

Penny Stock Rules

	High		Low
Fiscal Year 2023
April 1 to June 30, 2023	$	0.098	$	0.098
January 1, 2023 to March 31, 2023		0.051		0.036
October 1 to December 31, 2022		0.082		0.025
July 1 to September 30, 2022		0.114		0.025

Fiscal Year 2022
April 1 to June 30, 2022	$	0.159	$	0.070
January 1, 2022 to March 31, 2022		0.170		0.098
October 1 to December 31, 2021		0.170		0.037
July 1 to September 30, 2021		0.090		0.017

~~The~~On ~~Securities~~September ~~and~~30, ~~Exchange~~2023, ~~Commission~~the ~~has~~closing ~~also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a~~ price of ~~less~~our ~~than~~common ~~$5.00~~stock ~~(other~~was than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system)$0.053.

APenny ~~purchaser~~Stock is purchasing penny stock, which limits the ability to sell the stock. Our shares constitute penny stock under the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us will be subject to Rules ~~15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.~~

The ~~penny~~Securities ~~stock~~and Exchange Commission has also adopted rules ~~require~~that aregulate broker-dealer, ~~prior~~practices toin aconnection ~~transaction~~with transactions in penny stocks. Penny stocks are generally equity securities with a ~~penny~~price ~~stock~~of ~~not~~less ~~otherwise~~than ~~exempt~~$5.00 ~~from~~(other ~~those~~than ~~rules~~securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to ~~deliver~~transactions ain ~~standardized~~such ~~risk~~securities ~~disclosure~~is ~~document,~~provided ~~which:~~by the exchange or system).

●A purchaser ~~contains~~is apurchasing ~~description~~penny ofstock, which limits the ~~nature~~ability to sell the stock. Our shares constitute penny stock under the Securities and ~~level~~Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of ~~risk~~penny instock makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for ~~penny~~a ~~stock~~purchaser to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in ~~both~~us ~~public~~will ~~offerings~~be subject to Rules 15g-1 through 15g-10 of the Securities and ~~secondary~~Exchange ~~trading;~~Act. Rather than creating a need to comply with those rules, some broker-dealers will refuse to attempt to sell penny stock.

● contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934, as amended; ● contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” price for the penny stock and the significance of the spread between the bid and ask price; ● contains a toll-free telephone number for inquiries on disciplinary actions; ● defines significant terms in the disclosure document or the conduct of trading penny stocks; and ● contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.13

The ~~broker-dealer~~penny ~~also~~stock ~~must~~rules ~~provide~~require a broker-dealer, prior to ~~effecting~~a ~~any~~ transaction in a penny stock not otherwise exempt from those rules, to ~~the~~deliver a ~~customer~~standardized risk disclosure document, which:

● ~~the~~contains ~~bid~~a ~~and~~description ~~offer quotations for the penny stock; ● the compensation~~ of the ~~broker-dealer~~nature and ~~its~~level ~~salesperson in the transaction; ● the number~~ of ~~shares~~risk toin ~~which such bid and ask prices apply, or other comparable information relating to~~ the ~~depth and liquidity of the~~ market for ~~such~~penny stock; ~~and~~in ●both ~~monthly~~public ~~account~~offerings ~~statements~~and ~~showing~~secondary ~~the market value of each penny stock held in the customer’s account.~~trading;

~~In addition,~~● ~~the~~contains ~~penny~~a ~~stock~~description ~~rules~~of ~~require~~the ~~that~~broker’s ~~prior~~or todealer’s aduties ~~transaction~~to inthe acustomer ~~penny~~and ~~stock~~of ~~not~~the ~~otherwise~~rights ~~exempt~~and ~~from~~remedies ~~those~~available ~~rules;~~to the ~~broker-dealer must~~customer ~~make~~with respect to a ~~special~~violation ~~written~~of ~~determination~~such ~~that~~duties ~~the~~or ~~penny~~other ~~stock~~requirements isof athe ~~suitable~~Securities ~~investment~~Act ~~for~~of ~~the~~1934, ~~purchaser~~as ~~and~~amended; ~~receive~~● ~~the~~contains ~~purchaser’s written~~a ~~acknowledgment~~brief, ofclear, ~~the~~narrative ~~receipt~~description of a ~~risk~~dealer ~~disclosure statement~~market, aincluding ~~written~~“bid” ~~agreement~~and to“ask” ~~transactions~~price ~~involving~~for the penny ~~stocks,~~stock and a ~~signed~~the significance of the spread between the bid and ~~dated~~ask ~~copy~~price; of● contains a ~~written~~toll-free ~~suitability~~telephone ~~statement.~~number ~~These~~for ~~disclosure~~inquiries ~~requirements~~on ~~will~~disciplinary ~~have~~actions; ~~the~~● ~~effect~~defines ofsignificant ~~reducing~~terms in the ~~trading activity~~disclosure indocument or the ~~secondary~~conduct ~~market~~of ~~for~~trading ~~our~~penny ~~stock~~stocks; ~~because~~and it● ~~will~~contains besuch ~~subject~~other toinformation ~~these~~and ~~penny~~is ~~stock~~in ~~rules.~~such ~~Therefore~~form (including language, ~~shareholders~~type, ~~may~~size, ~~have difficulty~~and ~~selling~~format) ~~their~~as ~~securities~~the SEC shall require by rule or regulation.

~~Reports~~The broker-dealer also must provide, prior to effecting any transaction in a penny stock, to the customer:

~~We will~~● ~~furnish~~the ~~annual~~bid ~~financial~~and ~~statements~~offer toquotations ~~our~~for ~~shareholders,~~the ~~audited~~penny bystock; ~~our~~● ~~independent~~the ~~registered~~compensation ~~public~~of ~~accounting~~the ~~firm,~~broker-dealer and ~~will furnish~~its ~~un-audited~~salesperson ~~quarterly~~in ~~financial~~the ~~statements~~transaction; in● ~~our~~the ~~quarterly~~number ~~reports~~of ~~filed~~shares ~~electronically~~to ~~with~~which ~~the~~such ~~SEC.~~bid ~~All~~and ~~financial~~ask ~~statements and~~prices apply, or other comparable information ~~filed~~relating byto usthe ~~can~~depth beand ~~found~~liquidity atof the ~~SEC~~market ~~website,~~for ~~www~~such stock; and ● monthly account statements showing the market value of each penny stock held in the customer’s account.~~sec.gov.~~

~~Transfer~~In ~~Agent~~addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, shareholders may have difficulty selling their securities.

~~The Company has retained Computershare Investor Services Inc., 1500 Robert-Bourassa Blvd., 7th Floor, Montreal, Quebec, H3A 3S8, as its transfer agent.~~Reports

9We will furnish annual financial statements to our shareholders, audited by our independent registered public accounting firm, and will furnish un-audited quarterly financial statements in our quarterly reports filed electronically with the SEC. All financial statements and information filed by us can be found at the SEC website, www.sec.gov.

~~Number~~Transfer ~~of Equity Security Holders~~Agent

AsThe ofCompany ~~October~~has 7,retained ~~2022,~~Computershare weInvestor ~~had~~Services ~~23 holders of record of our common stock~~Inc., ~~This~~1500 ~~does~~Robert-Bourassa ~~not include beneficial owners holding common stock in street name~~Blvd., As7th ~~such~~Floor, ~~the~~Montreal, ~~number~~Quebec, ofH3A ~~beneficial~~3S8, as ~~holders~~its oftransfer ~~our shares could be substantially larger than the number of shareholders of record~~agent.

~~Dividend Policy~~14

WeNumber ~~have no current plans to pay dividends. We currently anticipate that we will retain all~~ of ~~our~~Equity ~~future~~Security earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon our results of operations, financial condition, and other factors that the Board, in its discretion, may deem relevant. There are no restrictions, other than applicable law, on the ability of the Board to declare and pay dividends.Holders

~~Recent~~As ~~Sales~~of September 30, 2023, we had 25 holders of ~~Unregistered~~record ~~Securities~~of our common stock. This does not include beneficial owners holding common stock in street name. As such, the number of beneficial holders of our shares could be substantially larger than the number of shareholders of record.

~~None.~~Dividend Policy

~~Repurchase~~We have no current plans to pay dividends. We currently anticipate that we will retain all of ~~Equity~~our ~~Securities~~future earnings, if any, for use in the development and expansion of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our Board and will depend upon our results of operations, financial condition, and other factors that the Board, in its discretion, may deem relevant. There are no restrictions, other than applicable law, on the ability of the Board to declare and pay dividends.

~~None.~~Recent Sales of Unregistered Securities

~~Information About Our Equity Compensation Plans~~None.

~~The~~Repurchase ~~information required under this heading is incorporated herein by reference to the applicable information set forth in Item 12~~ of ~~this Annual~~Equity ~~Report on Form 10-K.~~Securities

~~ITEM 6~~None. ~~SELECTED FINANCIAL DATA~~

AsInformation aAbout ~~Smaller~~Our ~~Reporting~~Equity ~~Company,~~Compensation 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.Plans

~~ITEM~~The 7.information ~~MANAGEMENT’S~~required ~~DISCUSSION~~under ~~AND~~this ~~ANALYSIS~~heading OFis ~~FINANCIAL~~incorporated ~~CONDITION~~herein ~~AND~~by ~~RESULTS~~reference OFto ~~OPERATIONS~~the applicable information set forth in Item 12 of this Annual Report on Form 10-K.

~~The~~ITEM following discussion and analysis of the results of operations and financial condition for the fiscal years ended June 30, 2022, and 2021 should be read in conjunction with our financial statements, and the notes to those financial statements that are included elsewhere in this Annual Report6. RESERVED

~~All~~ITEM ~~references~~7. toMANAGEMENT’S ~~“Metavesco”,~~DISCUSSION ~~“Waterside”,~~AND ~~“we”,~~ANALYSIS ~~“our,”~~OF ~~“us”~~FINANCIAL ~~and~~CONDITION ~~the~~AND ~~“Company” in~~RESULTS ~~this~~OF ~~Item 7 refer to Metavesco, Inc. (formerly Waterside Capital Corporation).~~OPERATIONS

The ~~discussion~~following in this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in Part I, Item 1A of this Annual Report, or in the discussion and analysis below. You should, however, understand that it is not possible to predict or identify all risks and uncertainties, and you should not consider the risks and uncertainties identified by us to be a complete set of ~~all potential risks or uncertainties that could materially affect us. You should not place undue reliance on~~ the ~~forward-looking~~results ~~statements we make herein because some or all~~ of ~~them~~operations ~~may~~and ~~turn~~financial ~~out~~condition tofor ~~be wrong. We undertake no obligation to update any of~~ the ~~forward-looking~~fiscal ~~statements~~years ~~contained~~ended ~~herein~~June to30, ~~reflect future events and developments~~2023, ~~except as required by law.~~and ~~The~~2022 ~~following discussion~~ should be read in conjunction with ~~the~~our financial statements, and the notes to those financial statements that are included elsewhere in this Annual Report ~~on Form 10-K~~.

10All references to “Metavesco”, “we”, “our,” “us” and the “Company” in this Item 7 refer to Metavesco, Inc.

~~Overview~~The &discussion ~~Management~~in ~~Plans~~this section contains forward-looking statements. These statements relate to future events or our future financial performance. We have attempted to identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “would” or “will” or the negative of these terms or other comparable terminology, but their absence does not mean that a statement is not forward-looking. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors, which could cause our actual results to differ from those projected in any forward-looking statements we make. Several risks and uncertainties we face are discussed in more detail under “Risk Factors” in Part I, Item 1A of this Annual Report, or in the discussion and analysis below. You should, however, understand that it is not possible to predict or identify all risks and uncertainties, and you should not consider the risks and uncertainties identified by us to be a complete set of all potential risks or uncertainties that could materially affect us. You should not place undue reliance on the forward-looking statements we make herein because some or all of them may turn out to be wrong. We undertake no obligation to update any of the forward-looking statements contained herein to reflect future events and developments, except as required by law. The following discussion should be read in conjunction with the financial statements, and the notes to those statements included elsewhere in this Annual Report on Form 10-K.

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 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. The Buyer acquired 4,247,666 shares of the Company’s Common Stock, representing 69.7% of the issued and outstanding shares of Common Stock. As such, the Schadel SPA resulted in a change of control of the Company.15

InOverview ~~March~~& ~~2022,~~Management 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 (“PoS”) protocols on decentralized exchanges, as well as centralized exchanges, including Coinbase. The Company also invests in non-fungible token (“NFT”) projects and virtual land that it believes are promising, primarily on EVM protocols.Plans

~~The~~On September 2, 2021, the Company ~~has~~entered ~~three~~into ~~areas~~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 ~~focus:~~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 Schadel SPA resulted in a change of control of the Company.

~~● Liquidity Provider -~~ In March ~~decentralized finance (DeFi)~~2022, the ~~ability~~Company tocommenced ~~trade~~operations ~~assets~~as ~~from one to another is facilitated by Liquidity Pools (“LPs”) which generally contain~~ a ~~50/50~~web3 ~~balance between both underlying tokens~~enterprise. The Company ~~expects~~generates toincome ~~invest~~as ~~substantially~~a inliquidity ~~LPs~~provider, tovia ~~generate~~decentralized exchanges ~~ongoing~~such ~~revenue. We expect that this revenue will fuel our other initiatives~~ as ~~we build the Company~~Uniswap. ~~● Staking - Like LPs~~Additionally, ~~staking can provide potential passive revenue to~~ the Company. ~~Purchasing~~farms ~~large~~tokens ~~blocks~~via Proof-of-Stake ~~lucrative~~ (“PoS”) ~~assets~~protocols toon ~~grow~~decentralized ~~the~~exchanges, as ~~passive~~well ~~income~~as ~~portfolio~~centralized ~~is expected to be a major cornerstone to our success. This is a much greener approach to the traditional Proof of Work model~~exchanges, ~~which~~including ~~is used by Bitcoin and Ethereum~~Coinbase. ~~Ethereum~~The ~~2.0~~Company isalso ~~expected~~invests ~~to be on PoS~~ in ~~the~~non-fungible ~~near~~token ~~future~~(“NFT”) projects and virtual ~~our~~land ~~goal~~that isit tobelieves ~~eventually~~are ~~become~~promising, aprimarily ~~validator~~ on ~~the~~EVM ~~network~~protocols. ~~● NFTs - The Company holds NFTs for capital appreciation and for potential income from IP licensing.~~

OnThe ~~August 29, 2022, the~~ Company ~~announced its plan to begin Bitcoin mining operations. Bitcoin mining~~ has ~~been~~three ~~part~~areas of the Company’s roadmap since entering the web3 space in March of 2022. Although our plans have been accelerated with the recent decrease in the price of Bitcoin. Mining equipment has become much more affordable as overleveraged miners are forced to sell equipment at reduced prices. Metavesco is in active talks with suppliers for equipment and hosting space. We anticipate the Company will have an agreement in place very soon to start mining operations at a hosted site in Texas and then eventually a second site in Georgia.focus:

~~Critical Accounting~~● ~~Policies~~Liquidity Provider - In decentralized finance (DeFi), the ability to trade assets from one to another is facilitated by Liquidity Pools (“LPs”) which generally contain a 50/50 balance between both underlying tokens. The Company expects to invest substantially in LPs to generate ongoing revenue. We expect that this revenue will fuel our other initiatives as we build the Company. ● Staking - Like LPs, staking can provide potential passive revenue to the Company. Purchasing large blocks of lucrative PoS assets to grow the passive income portfolio is expected to be a major cornerstone to our success. This is a much greener approach to the traditional Proof of Work model, which is used by Bitcoin and Ethereum. Ethereum 2.0 is expected to be on PoS in the near future and our goal is to eventually become a validator on the network. ● NFTs - The Company holds NFTs for capital appreciation and for potential income from IP licensing.

~~Critical~~On ~~Accounting~~August ~~Policies~~29, ~~and~~2022, ~~Significant~~the ~~Judgments~~Company ~~and~~announced ~~Estimates~~its plan to begin Bitcoin mining operations. Bitcoin mining has been part of the Company roadmap since entering the web3 space in March of 2022, although our plans have been accelerated with the recent decrease in the price of Bitcoin. Mining equipment has become much more affordable as overleveraged miners are forced to sell equipment at reduced prices.

Our management’s discussion and analysis of our financial condition and results of operations are based on our financial statements which we have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”). In ~~preparing our~~ ~~financial~~February ~~statements~~2023, ~~we are required to make estimates and assumptions that affect~~ the ~~reported~~Company ~~amounts~~commenced ofbitcoin ~~assets~~mining ~~and~~operations ~~liabilities, the disclosure of contingent assets and liabilities~~ at ~~the~~a ~~date~~hosted offacility ~~the~~in ~~financial statements and the reported amounts of revenues and expenses during the reporting periods~~Texas.

~~Critical~~On ~~accounting~~June ~~estimates~~12, ~~are~~2023, ~~estimates~~the ~~for~~Company ~~which~~entered (into a) ~~the~~Limited ~~nature~~Liability ofCompany Interest Purchase Agreement the ~~estimate~~(“Purchase isAgreement”) with ~~material~~Eddy ~~due~~Rodrigeuz to(the “Seller”). The Seller is the ~~levels~~sole owner of ~~subjectivity~~Boring Brew LLC (“Boring”) and ~~judgment~~Bored Coffee ~~necessary~~Lab, toLLC ~~account~~(“Bored”) ~~for~~and ~~highly~~collectively ~~uncertain~~known ~~matters~~a orBoring Brew. Under the ~~susceptibility~~terms of ~~such~~the ~~matters~~Purchase toAgreement, ~~change~~the ~~and~~Seller ~~(b)~~sold to the Company, ~~impact~~all of the ~~estimate on~~outstanding ~~financial~~limited ~~condition~~liability orcompany ~~operating~~interests ~~performance~~in isBoring ~~material.~~and ~~These~~Bored ~~significant~~for ~~accounting~~a ~~estimates~~total orpurchase ~~assumptions~~price ~~bear~~of ~~the~~$9,245 ~~risk~~in cash and 5,000,000 shares of ~~change due~~common tostock of the ~~fact~~Company. ~~that~~Boring ~~there~~Brew, ~~are~~a ~~uncertainties~~web3 ~~attached~~startup toknown ~~these~~for ~~estimates~~its orunique ~~assumptions,~~ and ~~certain~~limited ~~estimates~~edition orcoffee ~~assumptions~~bags. Boring ~~are~~Brew ~~difficult~~ partners with influential NFT holders to ~~measure~~transform ortheir ~~value~~intellectual property into an exquisite collection of specialty coffee.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.16

~~Actual~~Critical ~~results~~Accounting ~~could differ from those estimates.~~Policies

~~While~~Critical ~~our~~Accounting ~~significant~~Policies ~~accounting~~and ~~policies~~Significant ~~are~~Judgments ~~described in more detail in Note 2 to our financial statements included in this Annual Report, we believe the following accounting policies to be critical to the judgments~~ and ~~estimates used in the preparation of our financial statements:~~Estimates

~~Assumption~~Our asmanagement’s adiscussion ~~Going~~and ~~Concern~~analysis of our financial condition and results of operations are based on our consolidated financial statements which we have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”). In preparing our consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

~~Management~~Critical ~~prepares~~accounting ~~the~~estimates ~~Company’s~~are ~~financial~~estimates ~~statements~~for onwhich (a) the ~~basis~~nature ~~that~~of the ~~Company~~estimate ~~will~~is ~~continue~~material asdue ato ~~going~~the ~~concern,~~levels ~~which~~of ~~contemplates~~subjectivity and judgment ~~continuity~~necessary ofto ~~operations,~~account for highly uncertain matters or the ~~realization~~susceptibility of ~~assets,~~such matters to change and ~~liquidation~~(b) ofthe ~~liabilities~~impact inof the ~~normal~~estimate on ~~course~~financial ofcondition ~~business~~or operating performance is material. ~~However,~~These ~~given our~~significant ~~current~~accounting ~~financial~~estimates ~~position~~or ~~and~~assumptions ~~lack~~bear the risk of ~~liquidity,~~change due ~~there~~to isthe ~~substantial~~fact ~~doubt~~that ~~about~~there ~~our~~are ~~ability~~uncertainties attached to ~~continue~~these asestimates aor ~~going~~assumptions, ~~concern~~and certain estimates or assumptions are difficult to measure or value.

~~Convertible~~Management ~~Financial~~bases ~~Instruments~~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.

~~The~~Actual ~~Company~~results ~~bifurcates~~could ~~conversion~~differ ~~options~~ from ~~their~~those ~~host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met~~estimates. 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.

11While our significant accounting policies are described in more detail in Note 2 to our consolidated financial statements included in this Annual Report, we believe the following accounting policies to be critical to the judgments and estimates used in the preparation of our consolidated financial statements:

~~When~~Digital 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.Assets

~~Intangible~~Digital ~~Assets~~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).

~~Digital~~An ~~assets~~intangible ~~held~~asset bywith ~~the~~an ~~Company~~indefinite ~~are~~useful ~~accounted~~life ~~for~~is asnot ~~intangible~~amortized ~~assets~~but ~~with~~assessed ~~indefinite~~for ~~useful~~impairment ~~lives~~annually, ~~and~~or ~~are~~more ~~initially~~frequently, ~~measured~~when atevents or ~~cost~~changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. ~~The~~Impairment ~~Company~~exists ~~assigns~~when ~~costs~~the tocarrying ~~transactions~~amount onexceeds aits ~~first-in~~fair value, ~~first-out~~which ~~basis~~is ~~(FIFO)~~measured using the quoted price of the digital assets at the time its fair value is being measured.

AnTokens ~~intangible~~are ~~asset~~subject ~~with~~to ~~an indefinite useful life is not amortized but assessed for~~ impairment ~~annually,~~losses orif ~~more~~the ~~frequently,~~fair ~~when~~value ~~events or~~of ~~changes~~a intoken ~~circumstances~~decreases ~~occur~~below ~~indicating~~the ~~that~~carrying itvalue isat ~~more~~any ~~likely~~time ~~than~~during ~~not that~~ the ~~indefinite-lived asset is impaired~~period. ~~Impairment exists~~The ~~when the carrying amount exceeds its~~ fair value, ~~which~~ is measured using the quoted price ofin the ~~digital~~principal ~~assets~~market atof the ~~time~~tokens. ~~its fair~~The ~~value~~Company iscurrently ~~being~~obtains ~~measured~~the quoted price of tokens from www.cryptocompare.com.

~~Tokens~~Liquidity pool tokens and NFTs are subject to impairment losses if the fair value a ~~tokens~~token decreases below the carrying value at ~~any~~the ~~time~~end ~~during~~of ~~the~~each quarterly accounting period. The fair value of liquidity pool tokens is ~~measured~~based ~~using~~on the quoted price inon the ~~principal~~last ~~market~~day of the ~~tokens~~quarter at 4PM Eastern Time. The ~~Company~~fair ~~currently~~value ~~obtains~~of NFTs is based on the ~~quoted~~average trading price on the last day of ~~tokens from~~each ~~www~~quarter.~~cryptocompare.com.~~

~~Liquidity~~Impairment for liquidity pool tokens and ~~non-fungible~~NFTs ~~tokens~~is ~~are~~assessed ~~subject~~quarterly due to ~~impairment~~each ~~losses~~token ifbeing ~~the fair value~~ a ~~token~~unique ~~decreases~~asset ~~below~~and ~~the~~due ~~carrying~~to ~~value at~~ the ~~end~~illiquid ofmarkets ~~each~~in ~~quarterly~~which these ~~accounting~~tokens ~~period~~trade. The ~~fair~~Company ~~value~~is ofcontinuously ~~liquidity~~reviewing ~~pool~~available ~~tokens~~markets isand ~~based~~information onand ~~the~~its ~~quoted~~methodology ~~price~~when ondetermining the ~~last day of~~ ~~the quarter at 4PM Eastern Time. The~~ fair value of ~~NFTs~~digital ~~is based on the average trading price on the last day of each quarter~~assets.

Impairment for liquidity pool tokens and non-fungible tokens is assessed quarterly due to each token being a unique asset and due to the illiquid markets in which these tokens trade. The Company is continuously reviewing available markets and information and its methodology when determining the fair value of digital assets.17

The Company currently reviews quoted prices of its liquidity pool tokens, ~~non-fungible~~NFTs ~~tokens~~ 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.

~~Revenue~~Identifiable ~~recognition~~Intangible Assets

~~There~~Identifiable isintangible ~~currently~~assets noconsist ~~definitive~~primarily ~~guidance~~of ~~under~~design ~~GAAP~~and orwebsites. ~~alternative~~These ~~accounting~~assets ~~framework~~are tested for ~~the~~impairment ~~accounting~~using ~~for~~undiscounted ~~digital~~cash ~~assets~~flow ~~recognized as~~methodology ~~revenue~~annually orand ~~held,~~whenever ~~and~~there ~~management~~is ~~has~~an ~~exercised~~indicator of impairment. Estimating future cash flows requires significant judgment inand ~~determining~~projections may ~~the~~vary ~~appropriate~~from ~~accounting~~cash ~~treatment.~~flows Ineventually ~~the~~realized. ~~event authoritative~~Several ~~guidance~~impairment isindicators ~~enacted~~are bybeyond the ~~FASB~~Company’s control, ~~the~~and ~~Company~~determining ~~may~~whether or benot ~~required~~they towill ~~change~~occur ~~its~~cannot ~~policies,~~be ~~which~~predicted ~~could~~with ~~have~~any ancertainty. ~~effect~~Design and websites are amortized on ~~the Company’s~~a ~~financial~~straight-line ~~position~~basis ~~and~~over ~~results~~an ~~from~~estimated life ~~operations~~of three years.

~~Revenue~~The iswebsite ~~recognized~~development ~~when~~costs of the ~~award~~Company isare ~~claimed~~accounted ~~and~~for ~~deposited~~ in ~~the~~accordance ~~Company~~with ~~wallet.~~ASC ~~The~~350-50, ~~transaction~~Website ~~consideration~~Development ~~the~~Costs. ~~Company~~These ~~receives~~costs ~~is noncash~~are included in intangible assets in the ~~form~~accompanying ofconsolidated ~~digital~~financial ~~assets~~statements. ~~Revenue~~Upgrades isor ~~measured~~enhancements atthat ~~the~~add ~~fair~~functionality are ~~value~~capitalized ofwhile other costs during the ~~digital~~operating ~~assets~~stage ~~awards~~are ~~received~~expensed ~~using~~as incurred. The Company amortizes the ~~quoted~~capitalized ~~price~~website development costs over an estimated useful life of three years.

~~Airdrop~~Goodwill

~~Airdrop~~Goodwill isrepresents the ~~distribution~~premium paid over the fair value of ~~tokens~~the ~~without~~net ~~compensation~~tangible ~~generally~~and ~~undertaken~~identifiable ~~with~~intangible assets acquired in the Company’s business combinations. The Company performs a ~~view~~goodwill impairment test on at least an annual basis at the reporting unit level. Application of ~~increasing~~the ~~awareness~~goodwill impairment test requires significant judgments, including estimation of afuture ~~new~~cash ~~token~~flows, towhich ~~encourage~~is dependent on internal ~~adoption~~forecasts, estimation of ~~new~~the ~~token~~long-term rate of growth for the businesses, the useful life over which cash flows will occur and todetermination of ~~increase~~our ~~liquidity~~weighted average cost of capital. Changes in these estimates and assumptions could materially affect the ~~early~~determination ~~stages~~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 ~~token~~sustained ~~project~~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.

~~Liquidity~~Revenue ~~Pools~~recognition

The Company ~~earns~~recognizes ~~fees~~revenue byunder ~~providing liquidity on Uniswap V2 and Uniswap V3. The Company earns fees proportionate to~~ the ~~liquidity~~Financial ~~they~~Accounting ~~have supplied~~Standards toBoard’s (the ~~exchange.~~“FASB”) ~~The~~Accounting ~~fee~~Standards ~~for~~Codification (“ASC”) ~~each~~606, ~~trade~~Revenue isfrom ~~set~~Contracts atwith 0Customers.~~05%~~ ~~for~~The ~~stable~~core ~~coins,~~principle ~~0.3%~~of ~~for~~the ~~most~~revenue ~~pairs~~standard ~~and~~is ~~1.0%~~that ~~for~~a ~~exotic~~company ~~pairs. The~~should ~~fees~~recognize ~~earned~~revenue byto depict the ~~Company~~transfer ~~depends~~of onpromised ~~the~~goods ~~risk~~or ~~characteristics~~services ofto ~~each~~customers ~~pair~~in ofan ~~tokens~~amount ~~selected~~that ~~and~~reflects the ~~price~~consideration ~~range~~to ~~liquidity is provided.~~which ~~Uniswap~~the V2company ~~requires~~expects ~~users~~ to ~~provide~~be ~~liquidity~~entitled ~~over~~in ~~the~~exchange ~~entire~~for ~~price~~those ~~curve,~~goods ~~whereas~~or ~~Uniswap~~services. V3The ~~provides~~following ~~users~~five ~~with~~steps ~~the~~are ~~provide~~applied ~~liquidity over~~to aachieve ~~price~~that ~~range.~~core principle:

~~Staking Rewards~~● 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

The Company earns rewards for agreeing to lock up tokens for a fixed period of time to participate in running the blockchain and maintaining security. Rewards are typically calculated in percentage yields.18

~~Beneficial~~Revenue ~~Conversion~~is ~~Feature~~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.

~~The~~Liquidity ~~issuance~~Pools of the convertible debt issued by the Company generated a beneficial conversion feature (“BCF”), which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment 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).

12Liquidity 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.

~~Fair~~The ~~Value~~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 ~~Financial~~each ~~Instruments~~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.

~~The~~Revenue ~~Company~~is ~~follows~~recognized ~~paragraph~~from ~~825-10-50-10~~liquidity ofpools when the ~~FASB~~award ~~ASC~~is ~~for~~claimed ~~disclosures about fair value of its financial instruments~~ and ~~has~~deposited ~~adopted paragraph~~in ~~820-10-35-37 of~~ the ~~ASC~~Company ~~(“Paragraph~~wallet. ~~820-10-35-37”)~~The totransaction ~~measure~~consideration the ~~fair value of its financial instruments. Paragraph~~Company ~~820-10-35-37~~receives ~~establishes~~is anoncash ~~framework for measuring fair value~~ in ~~GAAP,~~the ~~and~~form ~~expands~~of ~~disclosures~~digital ~~about fair value measurements~~assets. ToRevenue ~~increase consistency~~is ~~and~~measured ~~comparability~~at ~~in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes~~ the ~~inputs to valuation techniques used to measure~~ fair value ~~into three (3) broad levels. The three (3) levels~~ of ~~fair~~ ~~value~~the ~~hierarchy~~digital ~~defined~~asset byawards ~~Paragraph 820-10-35-37 are described below:~~received.

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.Mining Pools

~~Financial~~The ~~assets~~Company ~~are~~earns ~~considered~~transaction ~~Level~~fees 3with ~~when~~its ~~their~~crypto ~~fair~~mining ~~values~~machines ~~are~~by ~~determined~~validating ~~using~~requesting ~~pricing~~customers’ ~~models,~~transactions ~~discounted~~to ~~cash~~a ~~flow~~distributing ledger. ~~methodologies~~We orjoined ~~similar techniques~~a mining pool and atreceive ~~least~~a ~~one~~pro-rata ~~significant~~share ~~model~~of ~~assumption~~a orbitcoin ~~input~~award isfor ~~unobservable~~completing a blockchain.

The ~~fair~~Company ~~value~~has ~~hierarchy~~entered ~~gives~~into ~~the~~digital ~~highest~~asset ~~priority~~mining topools ~~quoted~~by ~~prices~~executing ~~(unadjusted)~~an inagreement ~~active~~with ~~markets~~one ~~for~~mining ~~identical~~pool ~~assets~~operator orThe ~~liabilities~~agreement ~~and~~is terminable ~~the~~at ~~lowest~~any ~~priority~~time toby ~~unobservable~~either ~~inputs~~party. IfIn exchange for providing computing power, the ~~inputs~~Company ~~used~~is entitled to ~~measure~~a fractional share of the ~~financial~~fixed ~~assets~~cryptocurrency award ~~and~~the ~~liabilities~~mining ~~fall~~pool ~~within~~operator ~~more~~receives ~~than~~(less digital asset transaction fees to the mining pool operator which are immaterial and are ~~one~~recorded ~~level~~as ~~described~~a ~~above~~deduction from revenue), for successfully adding a block to the ~~categorization~~blockchain. The Company’s fractional share is based on the ~~lowest~~proportion ~~level~~of ~~input~~computing ~~that~~power isthe ~~significant~~Company contributed to the ~~fair~~mining ~~value~~pool ~~measurement~~operator ofto the total computing power contributed by all mining pool participants in solving the ~~instrument~~current algorithm.

~~Transactions~~Providing ~~involving~~computing ~~related~~power ~~parties~~in ~~cannot~~digital beasset ~~presumed~~transaction toverification beservices ~~carried~~is ~~out on~~ an ~~arms-length~~output ~~basis,~~of as the ~~requisite~~Company’s ~~conditions~~ordinary ofactivities. ~~competitive,~~The ~~free-market~~provision ~~dealings~~of ~~may~~providing ~~not~~such ~~exist.~~computing ~~Representations~~power ~~about~~is ~~transactions~~the only performance obligation in the Company’s contracts with ~~related~~mining ~~parties~~pool operators. The transaction consideration the Company receives, if ~~made~~any, ~~shall~~is noncash consideration, which the Company measures at fair value on the date received, which is not ~~imply~~materially ~~that~~different than the ~~related~~fair ~~party~~value ~~transactions~~at contract inception or the time the Company has earned the award from ~~were~~the ~~consummated~~pools. onThe ~~terms~~consideration ~~equivalent~~is toall ~~those~~variable. Because it is not probable that ~~prevail~~a insignificant ~~arm’s-length~~reversal ~~transactions~~of ~~unless~~cumulative ~~such~~revenue ~~representations~~will ~~can~~not beoccur, the ~~substantiated~~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.

~~Deferred~~Fair ~~Tax~~value ~~Assets~~of ~~and~~the ~~Income~~cryptocurrency ~~Taxes~~award ~~Provision~~received is determined using the quoted price of the related cryptocurrency at the time of receipt.

~~The~~Staking ~~Company~~Rewards adopted the provisions of paragraph 740-10-25-13 of the ASC. Paragraph 740-10-25-13 which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

~~The~~Staking ~~estimated~~rewards ~~future~~are ~~tax~~granted ~~effects~~to ofholders ~~temporary differences between the tax basis~~ of ~~assets~~a ~~and~~crypto ~~liabilities~~asset ~~are~~when ~~reported~~the inholders ~~the~~lock ~~accompanying balance~~up ~~sheets,~~that ascrypto ~~well~~asset as ~~tax~~collateral ~~credit~~to ~~carry-backs~~secure ~~and~~fairness ~~carry-forwards.~~when ~~The Company periodically reviews the recoverability of deferred~~validating ~~tax~~transactions ~~assets~~or ~~recorded~~other onnetwork ~~its balance sheets and provides valuation allowances as management deems necessary~~actions.

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.19

~~Management~~The ~~assumes~~Company ~~that~~participates ~~the~~in ~~realization~~networks with proof-of-stake ~~the~~consensus ~~Company’s~~algorithms, ~~net~~through ~~deferred~~creating ~~tax~~or ~~assets~~validating ~~resulting~~blocks ~~from~~on ~~its~~the ~~net~~network. ~~operating~~In ~~loss (“NOL”)~~exchange ~~carryforwards~~ for ~~Federal~~participating ~~income~~in ~~tax~~the ~~purposes~~consensus ~~that~~mechanism ~~may~~of bethese ~~offset~~networks, ~~against~~the ~~future~~Company ~~taxable~~earns ~~income~~rewards ~~was~~in ~~not~~the ~~considered~~form ~~more~~of ~~likely~~the ~~than~~native ~~not and~~token ~~accordingly,~~of ~~a full valuation allowance offsets~~ the ~~potential~~network. Each ~~tax~~block ~~benefits~~creation ofor ~~the~~validation ~~net~~is ~~loss~~a ~~carry-forwards~~performance obligation. ~~Management~~Revenue ~~made~~is ~~this~~recognized ~~assumption based~~at onthe ~~(a)~~point when the ~~Company~~block ~~has~~creation ~~incurred~~or ~~recurring~~validation is ~~losses~~complete and ~~presently~~the ~~has~~rewards noare ~~revenue-producing~~transferred ~~business,~~into ~~(b)~~a ~~general~~digital ~~economic~~wallet ~~conditions, and~~that ~~(c)~~the ~~its~~Company ~~ability~~controls. toRevenue ~~raise~~is ~~additional~~measured ~~funds~~based toon ~~support~~the ~~its~~number of ~~daily~~tokens ~~operations~~received byand ~~way~~the offair avalue ~~public~~of orthe ~~private~~token ~~offering,~~at ~~among~~contract ~~other factors~~inception.

~~Comparison~~Airdrops ~~of Years Ended June 30, 2022 and 2021~~

~~Revenue~~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.

InThe ~~March~~Company ~~2022,~~recognizes ~~the~~crypto ~~Company~~assets ~~commenced~~received ~~operations~~through asan aairdrop ~~web3~~if ~~enterprise~~the ~~and~~crypto ~~purchasing~~asset ~~digital~~is ~~assets.~~expected ~~Revenue~~to ~~for~~generate ~~the~~a ~~years~~probable ~~ended~~future ~~June~~benefit ~~30,~~and ~~2022~~if ~~and~~the ~~2021~~Company ~~was~~is ~~derived~~able ~~from~~to ~~airdrops,~~support ~~liquidity~~the ~~pool~~trading, ~~fees~~custody, ~~and~~or ~~staking~~withdrawal ~~rewards~~ of ~~$100,056~~these ~~and $0, respectively~~assets.

~~Our~~Airdrops ~~business~~are ~~plan~~accounted ~~includes~~for ~~earning~~in ~~income~~accordance ~~from~~with ~~liquidity~~ASC ~~fees~~610-20, Sales and ~~staking.~~Transfer ~~Airdrop~~of ~~revenue~~Nonfinancial ~~represents~~Assets, ~~APE~~Receipt ~~coin~~of ~~awards received as~~ a ~~result of~~airdrops ~~holding~~are ~~the Mutant Ape Yacht Club NFT. Airdrop revenue~~classified isas ~~generally~~other aincome ~~one-time~~in ~~award and~~ the ~~Company~~statement ~~does not have expectations~~ of ~~airdrop further revenue~~operations. ~~The Company seeks higher returns from liquidity pool fees by selecting pairs with higher risk and good volumes.~~

~~Our~~Deferred ~~high~~Tax ~~trade~~Assets ~~volume~~and isIncome ~~due~~Taxes ~~to adjusting parameters on our liquidity pools. Each trade generates a realized gain or loss.~~Provision

~~Administrative~~The ~~Expenses~~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.

~~Administrative~~The ~~expenses~~estimated ~~totaled~~future ~~$164,669~~tax ~~and~~effects ~~$70,970~~of ~~for~~temporary ~~the~~differences ~~years~~between ~~ended~~the ~~June~~tax ~~30,~~basis ~~2022~~of assets and ~~2021,~~liabilities ~~respectively. These expenses~~ are ~~primarily~~reported ~~costs~~in ~~related~~the accompanying tobalance ~~keeping~~sheets, ~~the~~as ~~Company~~well ~~current~~as intax ~~its~~credit ~~SEC~~carry-backs ~~filings~~ and ~~costs~~carry-forwards. ~~incurred~~The ~~for~~Company ~~legal~~periodically ~~expenses~~reviews ~~related~~the torecoverability ~~conversion~~of ~~from a Virginia corporation~~deferred totax aassets ~~Nevada~~recorded ~~corporation,~~on ~~amendments~~its tobalance ~~the~~sheets ~~amended~~ and ~~restated~~provides ~~articles~~valuation ofallowances ~~incorporation~~as ~~and~~management ~~the~~deems ~~issuance of Series A Convertible Preferred Stock~~necessary.

~~Interest~~Management ~~Expense~~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.

~~Interest~~Tax ~~expense~~years ~~totaled~~that ~~$12,761~~remain ~~and~~subject ~~$45,692~~to ~~for~~examination by major tax jurisdictions are generally the prior three years ~~ended~~for ~~June~~federal 30purposes, ~~2022~~ and ~~2021,~~the prior ~~respectively.~~four ~~The~~years ~~decrease~~for instate ~~interest~~purposes; ~~expense~~however, isas ~~due to~~a ~~the~~result ~~settlement~~ of the ~~convertible~~Company’s ~~note~~operating ~~payable~~losses, all tax years remain subject to examination by tax authorities.

13Comparison of Years Ended June 30, 2023 and 2022

~~Impairment of Digital Assets Held~~Revenue

~~Impairment~~In ofMarch ~~digital assets held totaled $233~~2022,~~642~~ ~~and~~the $0Company ~~for~~commenced ~~the~~operations ~~years~~as ~~ended~~a ~~June~~web3 ~~30,~~enterprise ~~2022~~ and ~~2021,~~began ~~respectively.~~purchasing ~~Digital~~digital assets. ~~are~~Revenue ~~accounted~~ for ~~as intangible assets are subject to impairment losses if~~ the ~~fair~~years ~~value~~ended ofJune 30, ~~digital~~2023 ~~assets~~and ~~decreases~~2022 ~~below~~was ~~the~~derived ~~carrying~~from ~~value~~liquidity atpools ~~any time~~fees ~~during the period. Subsequent reversal~~ of ~~impairment~~$102,403 ~~losses~~and is$81,765, ~~not~~mining ~~permitted.~~pool Wefees ~~will~~of ~~not~~$18,911 ~~recognize~~and ~~any~~$0 ~~increases~~and instaking ~~the fair value~~rewards of ~~digital~~$5,348 ~~assets~~and ~~held~~$852, ~~until a gain is recognized on sale~~respectively. ~~Impairment losses are a non-cash expense.~~

~~Realized Gain (Loss) on Sales/ Exchange Digital Assets Held~~20

WeOur ~~generally~~business doplan ~~not~~includes ~~seek~~earning ~~to earn~~ income from ~~actively~~liquidity ~~trading~~fees, ~~digital~~mining ~~asset~~pool ~~held.~~fees Weand ~~will~~staking. ~~dispose~~The ofCompany ~~assets~~seeks inhigher ~~circumstances~~returns ~~when~~from ~~there~~liquidity ispool afees ~~significant~~by ~~increase~~selecting inpairs ~~the~~with ~~fair~~higher ~~value~~risk ofand angood ~~asset or when holding an asset is no longer consistent with our business plan~~volumes.

~~Net~~Our ~~Loss~~high trade volume is due to adjusting parameters on our liquidity pools. Each trade generates a realized gain or may be an indicator of impairment which may trigger an impairment loss.

WeIn ~~reported~~February ~~a net loss of $1~~2023,~~115,850~~ ~~and $116,662 during~~ the ~~years~~Company ~~ended~~commenced ~~June~~bitcoin ~~30,~~mining ~~2022~~operations ~~and~~at ~~2021,~~a ~~respectively.~~hosted ~~Any~~facility ~~increase~~ in ~~revenue was offset by an increase in administrative, impairment expenses and realized loss on sales/ exchange on digital assets held~~Texas.

~~Our~~On ~~losses~~June ~~were~~12, ~~primarily~~2023, ~~due~~we toacquired Boring Brew, a ~~broad~~web3 ~~deterioration~~startup known for its unique and limited edition coffee bags, Boring Brew partners with influential NFT holders to transform their intellectual property into an exquisite collection of specialty coffee. We generated $425 is sales during the ~~crypto-currency~~year ~~market~~ended June 30, 2023 for these activities.

~~Liquidity~~Administrative ~~and Capital Resources~~Expenses

WeAdministrative ~~have~~expenses ~~incurred~~totaled ~~recurring operating losses and negative operating cash flows through June 30~~$313,519 ~~2022,~~ and ~~we expect to continue to incur losses and negative operating cash flows at least through the near future. We have obtained~~ $~~340~~164,~~000~~669 offor ~~funding by issuing a demand promissory note and convertible promissory notes to Ryan Schadel,~~ the ~~Company’s~~years ~~Chief~~ended Executive Officer, sole director and majority stockholder, to meet our most critical cash requirements. On March 16, 2022, the Company entered into Stock Purchases Agreements whereby the Company issued 22 shares to Series A Convertible Preferred Stock and various Warrants for $1,100,000 in cash. At June 30, ~~2022,~~2023 ~~$36,143 of cash was in held at a financial institution~~ and ~~$8 was held at Coinbase~~2022, ~~Inc~~respectively. ~~The~~These ~~Company~~expenses ~~expects~~were ~~over~~primarily ~~the next twelve months, cash held at a financial institution will be expended on professional fees, transfer agent, Edgar agent and other administrative~~ costs~~. The cash held~~ atrelated ~~Coinbase Inc. will be deployed~~ to ~~purchase~~accounting, ~~digital assets to generate staking rewards and liquidity pool fees. We hope to start paying some of our suppliers and contractors in digital assets in the coming months. However~~audit, ~~there~~legal ~~can be no assurance we will be able to pay any of our suppliers~~ and ~~contractors~~investor ~~in digital assets~~relations.

AsInterest a result of the aforementioned factors, management has concluded that there is substantial doubt about our ability to continue as a going concern. Our independent registered public accounting firm, in its report on our fiscal 2022 financial statements, expressed substantial doubt about our ability to continue as a going concern. Our financial statements as of and for the year ended June 30, 2022, do not contain any adjustments for this uncertainty. In response to our Company’s cash needs, we raised funding as described in Note 4 and Note 6 to our financial statements. Any additional amounts raised will be used for our future investing and operating cash flow needs. However, there can be no assurance that we will be successful in raising additional amounts of financing.Expense

~~Off-Balance~~Interest ~~Sheet~~expense ~~Arrangements~~totaled $97,432 and $12,761 for the years ended June 30, 2023 and 2022, respectively. The increase in interest expense was due to amortization of debt discount and accrued interest on new promissory notes issued since October 2021.

~~There~~Impairment ~~are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results~~ of ~~operations,~~Digital ~~liquidity,~~Assets ~~capital expenditures or capital resources that are material to investors.~~Held

~~ITEM~~Impairment 7Aof digital assets held totaled $474,242 and $1,351,074 for the years ended June 30, 2023 and 2022, respectively. ~~QUANTITATIVE~~Digital ~~AND~~assets ~~QUALITATIVE~~are ~~DISCLOSURES~~accounted for ~~ABOUT~~as ~~MARKET~~intangible ~~RISK~~assets and are subject to impairment losses if the fair value of digital assets decreases below the carrying value at any time during the period. Subsequent reversal of impairment losses is not permitted. We will not recognize any increases in the fair value of digital assets held until a gain is recognized on sale. Impairment losses are a non-cash expense.

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.Goodwill

14A 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.

~~ITEM~~Other Income ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~(Expense)

~~INDEX~~Other TOdigital ~~FINANCIAL~~rewards ~~STATEMENTS~~totaled ~~AND~~$12,900 ~~NOTES~~and $17,439 for the year ended June 30, 2023 and 2022, respectively. We received $GOO tokens as a result of holding two Art Gobblers NFTs and we received tokens from Blur as a result of using the Blur NFT trading platform. Other digital rewards or “airdrops” were issued by the platforms to simultaneously reward users and bootstrap growth and liquidity of a new marketplace. Airdrops are unpredictable and the Company does not seek out these rewards.

CONTENTS:		PAGE #
Reports of Independent Registered Public Accounting Firms (PCAOB ID: 6849 and PCAOB ID: 200)		16
Balance Sheets as of June 30, 2022 and 2021		19
Statements of Operations for the years ended June 30, 2022 and 2021		20
Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2022 and 2021		21
Statements of Cash Flows for the years ended June 30, 2022 and 2021		22
Notes to the Financial Statements		23

Other realized gain on sale/exchange of digital totaled $546,617 and $312,598 for the year ended June 30, 2023 and 2022, respectively. We generally do not seek to earn income from actively trading digital assets held. We will dispose of assets in circumstances when there is a significant increase in the fair value of an asset or when holding an asset is no longer consistent with our business plan. The rebalancing of the portfolio was due to the uncertainty in the crypto market in March 2023 highlighted by the insolvency of Silvergate Bank and Silicon Valley Bank.

15Net Loss

~~REPORT~~We OFreported ~~INDEPENDENT~~a ~~REGISTERED~~net ~~PUBLIC~~loss ~~ACCOUNTING~~of ~~FIRM~~$572,845 and $1,115,850 for the years ended June 30, 2023 and 2022, respectively. Any increase in revenue and realized gain on sales/exchange on digital assets held was offset by an increase in administrative, interest and impairment expenses.

~~To the Board of Directors and Stockholders of Metavesco, Inc. (formerly Waterside Capital Corporation)~~21

~~Opinion~~Our onnet loss was primarily due to a steep drop in the ~~Financial~~market ~~Statements~~price of crypto assets, high volatility of cryptocurrency prices and a broad deterioration of the cryptocurrency market. During the year ended June 30, 2023, the sustained period of lower market prices which started in 2022 continued. The broad deterioration of the cryptocurrency market has been highlighted by well publicized business failures such as FTX Exchange and BlockFi and the price collapse of TerraUSD and LUNA. We have not suffered direct losses as a counterparty in a contract as a result of recent business failures. The broad deterioration in cryptocurrency prices has reduced the capital we can invest and, therefore, reduced our revenue from liquidity pools and staking rewards. We are unable to predict if or when prices will recover.

WeLiquidity ~~have audited the accompanying balance sheets of Metavesco, Inc. (the Company) as of June 30, 2022~~ and, ~~and~~Capital 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.Resources

~~Going~~We ~~Concern~~have ~~Matter~~incurred recurring operating losses and negative operating cash flows through June 30, 2023, and we expect to continue to incur losses and negative operating cash flows at least through the near future. During the year ended June 30, 2023, we obtained $75,000 of funding by issuing a demand promissory note and a promissory note – related party to meet our most critical cash requirements. At June 30, 2023, $17,086 of cash was held at a financial institution and $0 was held at Coinbase, Inc. The Company expects over the next twelve months, cash held at a financial institution will be expended on professional fees, transfer agent, Edgar agent and other administrative costs. We estimate $200,000 of cash per annum will be required to maintain current operations and remain in business. We hope that we can generate enough revenue from liquidity pools and staking rewards to pay ongoing expenses. In order to remain in business we may have to sell digital assets for cash or issue additional debt order equity. Cash held at Coinbase Inc., if any, will be deployed to purchase digital assets to generate staking rewards and liquidity pool fees. We hope to start paying some of our suppliers and contractors in digital assets in the coming months. However, there can be no assurance we will be able to pay any of our suppliers and contractors in digital assets.

~~The~~As ~~accompanying~~a ~~financial~~result ~~statements~~of ~~have~~the ~~been~~aforementioned ~~prepared~~factors, ~~assuming~~management has concluded that ~~the~~there ~~Company~~is ~~will~~substantial doubt about our ability to continue as a going concern. AsOur ~~discussed~~independent registered public accounting firm, in ~~Note 1~~its toreport ~~the~~on our fiscal 2023 financial statements, ~~the~~expressed ~~Company~~substantial doubt ~~has~~about aour ~~working~~ability ~~capital~~to ~~deficit,~~continue ~~has~~as ~~generated~~a ~~net~~going ~~losses~~concern. ~~since~~Our ~~its~~financial ~~inception~~statements as of and ~~further~~for ~~losses~~the year ended June 30, 2023, do not contain ~~are~~any ~~anticipated.~~adjustments ~~The~~for ~~Company~~this ~~requires~~uncertainty. ~~additional~~In ~~funds~~response to ~~meet~~our ~~its~~Company’s ~~obligations~~cash ~~and~~needs, ~~the~~we ~~costs~~raised offunding ~~its~~as ~~operations.~~described ~~These~~in ~~factors~~Note ~~raise~~8 ~~substantial~~and Note ~~doubt~~9 ~~about~~to ~~its~~our ~~ability~~financial tostatements. ~~continue~~Any asadditional aamounts ~~going~~raised ~~concern.~~will ~~Management’s~~be ~~plans~~used infor ~~regard~~our tofuture ~~these~~investing ~~matters~~and ~~are~~operating ~~also~~cash ~~described~~flow inneeds. ~~Note~~However, 1.there ~~The~~can ~~financial~~be ~~statements~~no doassurance ~~not~~that ~~include~~we ~~any~~will ~~adjustments~~be ~~that~~successful ~~might~~in ~~result~~raising ~~from~~additional ~~the~~amounts ~~outcome~~ of ~~this uncertainty~~financing.

~~Basis~~Off-Balance ~~for~~Sheet ~~Opinion~~Arrangements

~~These~~There ~~financial statements~~ are ~~the~~no ~~responsibility~~off-balance ofsheet ~~the~~arrangements ~~Company’s~~that ~~management.~~have ~~Our~~or ~~responsibility~~are isreasonably likely to ~~express~~have ana ~~opinion~~current onor ~~the~~future ~~Company’s financial~~effect ~~statements based~~ on our ~~audits.~~financial Wecondition, changes ~~are~~in afinancial ~~public~~condition, ~~accounting~~revenues ~~firm~~or ~~registered~~expenses, ~~with~~results ~~the~~of ~~Public~~operations, ~~Company~~liquidity, ~~Accounting~~capital ~~Oversight~~expenditures ~~Board (United~~or ~~States)~~capital ~~(PCAOB)~~resources ~~and~~ that are ~~required~~material to ~~be independent with respect to the Company in accordance with the U~~investors.~~S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~

WeITEM ~~conducted our audits in accordance with the standards of the PCAOB~~7A. ~~Those~~QUANTITATIVE ~~standards~~AND ~~require~~QUALITATIVE ~~that~~DISCLOSURES weABOUT ~~plan~~MARKET 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.RISK

~~Our~~As ~~audits~~a ~~included~~Smaller ~~performing~~Reporting ~~procedures~~Company toas ~~assess~~defined ~~the~~by ~~risks~~Rule of12b-2 ~~material misstatement~~ of the ~~financial~~Exchange ~~statements,~~Act ~~whether due to error or fraud,~~ and ~~performing~~in ~~procedures~~Item ~~that~~10(f)(1) ~~respond~~of toRegulation ~~those risks. Such procedures included examining~~S-K, onwe aare ~~test~~electing ~~basis, evidence regarding~~scaled ~~the~~disclosure ~~amounts~~reporting obligations and ~~disclosures~~therefore inare ~~the~~not ~~financial~~required ~~statements.~~to ~~Our~~provide ~~audits also included evaluating~~ the ~~accounting~~information ~~principles~~requested ~~used and significant estimates made~~ by ~~management,~~this ~~as well as evaluating the overall presentation of the financial statements~~Item. ~~We believe that our audits provide a reasonable basis for our opinion.~~

~~Critical~~ITEM ~~Audit~~8. ~~Matters~~CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

~~The~~INDEX ~~critical~~TO ~~audit~~CONSOLIDATED ~~matters~~FINANCIAL ~~communicated~~STATEMENTS ~~below~~AND 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.NOTES

Evaluation of the Accounting for and Disclosure of Digital Currency Held

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

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.22

~~The~~Report ~~primary~~of ~~procedures~~Independent weRegistered ~~performed~~Public toAccounting ~~address this critical audit matter included the following:~~Firm

~~● Evaluated management’s rationale for~~ To the ~~application~~Board of ~~Accounting~~Directors ~~Standards Codification (“ASC”) 350 to account for its digital currency held~~ and examined management’s processes for determining the amount of impairment expense recognized. ● Evaluated management’s rationale for the inclusion of digital currency as a current asset on the balance sheet. ● Evaluated management’s rationale for the inclusion of digital currency as a current asset on the balance sheet. ● Examined supporting evidence for digital currency transactions including managements processes for calculating any gains or losses on sales of its digital currency.Shareholders

~~/s/~~of ~~Hudgens CPA~~Metavesco, ~~PLLC~~Inc.

~~www.hudgenscpas.com~~Opinion on the Financial Statements

We have ~~served~~audited asthe 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’s ~~auditor~~equity, ~~since~~and ~~2022~~consolidated statement of cash flows for the year then ended, and the related notes (collectively referred to as the financial statements).

~~Houston~~In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, ~~Texas~~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.

~~October 7, 2022~~Going concern

16The 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.

~~REPORT~~Basis OFfor ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Opinion

ToThese financial statements are the ~~Board~~responsibility of ~~Directors~~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 ~~Stockholders~~are required to be independent with respect to the Company in accordance with the U.S. federal securities ~~Waterside~~laws ~~Capital~~and ~~Corporation~~the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~Opinion~~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 ~~Financial~~effectiveness ~~Statements~~of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

WeOur ~~have~~audits ~~audited~~included ~~the~~performing ~~accompanying~~procedures ~~balance~~to ~~sheet~~assess ~~of Waterside Capital Corporation (~~the ~~“Company”)~~risks as of ~~June~~material ~~30,~~misstatement ~~2021, and~~of the ~~related~~financial statements, ofwhether ~~loss,~~due ~~stockholders’~~to ~~deficit~~error or fraud, and ~~cash~~performing ~~flows~~procedures ~~for the year ended~~that ~~June~~respond ~~30, 2021,~~to ~~and~~those ~~the~~risks. ~~related~~Such ~~notes~~procedures ~~(collectively~~included ~~referred~~examining, toon asa ~~the~~test ~~“financial~~basis, ~~statements”).~~evidence Inregarding the ~~our~~amounts ~~opinion,~~and disclosures in the financial statements ~~present~~. ~~fairly,~~Our inaudits ~~all~~also ~~material~~included ~~respects,~~evaluating the ~~financial~~accounting ~~position~~principles ofused ~~the~~and ~~Company~~significant estimates asmade ofby ~~June 30~~management, ~~2021,~~as ~~and~~well ~~the~~as ~~results~~evaluating ofthe ~~its operations~~overall ~~and~~presentation ~~its~~of ~~cash flows for~~ the ~~year ended June~~ ~~30,~~financial ~~2021,~~statements. inWe ~~conformity~~believe ~~with~~that ~~accounting~~our ~~principles~~audits ~~generally~~provide ~~accepted~~a inreasonable ~~the~~basis ~~United~~for ~~States~~our ~~of America~~opinion.

~~Going~~Critical ~~Concern~~Audit Matters

~~The~~Critical ~~accompanying~~audit ~~financial~~matters ~~statements~~are ~~have~~matters ~~been~~arising ~~prepared~~from ~~assuming~~ the ~~Company~~current ~~will~~period ~~continue~~audit asof ~~a going concern. As discussed in Note 1 to~~ the financial statements, ~~the~~that ~~Company~~were ~~has~~communicated ~~experienced~~or ~~liquidity~~required ~~issues~~to ~~and does not have working capital. The Company’s has no~~be ~~active~~communicated ~~business~~ to ~~generate~~the ~~cash~~audit ~~flows~~committee ~~to repay its current~~ and ~~future~~that ~~obligations.~~(1) ~~These~~relate ~~conditions raise substantial doubt about the Company’s ability~~ to ~~continue~~accounts asor adisclosures ~~going~~that ~~concern.~~are ~~Further~~material ~~information and management’s plans in regard~~ to ~~this~~the ~~uncertainty are also described in Note 1. The~~ financial statements doand (2) ~~not~~involved ~~include~~our ~~any~~especially ~~adjustments~~challenging, ~~that~~subjective, ~~might~~or ~~result~~complex ~~from the outcome of this uncertainty~~judgments.

~~Basis~~Evaluation of the Accounting for ~~Opinion~~and Disclosure of Digital Currency Held

~~These~~As ~~financial~~disclosed ~~statements~~in ~~are~~Note 2 to the ~~responsibility~~consolidated offinancial statements, the Company’s ~~management.~~digital ~~Our~~currency ~~responsibility~~held isas toof ~~express~~June an30, ~~opinion~~2023 onare ~~the Company’s~~accounted ~~financial~~for ~~statements~~as ~~based~~indefinite-lived onintangible ~~our audit~~assets. We ~~are~~identified athe ~~public~~ accounting ~~firm~~for ~~registered~~and ~~with~~disclosure of the ~~Public~~digital ~~Company~~currency ~~Accounting~~held ~~Oversight~~as ~~Board~~a critical ~~(United~~audit ~~States)~~matter ~~(“PCAOB”)~~because, ~~and~~currently, ~~are~~no ~~required~~specific todefinitive beguidance ~~independent~~exists ~~with~~for ~~respect~~the toaccounting ~~the~~for ~~Company~~and disclosure of digital currencies held in accordance with accounting principles generally accepted in the UUnited States (“GAAP”).S. ~~federal~~The Company’s management ~~securities~~has ~~laws~~exercised ~~and~~significant judgment in their determination of how existing GAAP should be applied to the ~~applicable~~accounting ~~rules~~for ~~and~~its ~~regulations~~digital ofcurrency held, the ~~Securities~~associated ~~and~~financial ~~Exchange~~statement ~~Commission~~presentation and ~~the~~accompanying ~~PCAOB~~footnote disclosures.

We conducted our audit 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~~ isprimary ~~not~~procedures ~~required to have, nor were~~ we ~~engaged~~performed to ~~perform,~~address anthis ~~audit~~critical ~~of its internal control over financial reporting. As part of our~~ audit~~, we~~ ~~are~~matter ~~required~~included ~~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.~~following:

Our audit 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 include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit 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 audit provides a reasonable basis for our opinion.

	●	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.

~~Critical~~GreenGrowth ~~Audit Matter~~CPAs

~~The~~October critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the board of directors and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging13, subjective, or complex judgments. The communication of the critical audit matter 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 matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.2023

17We have served as the Company’s auditor since 2023

~~Accounting~~Los ~~for~~Angeles, ~~Complex Debt Transactions—Refer to Note 3 to the Financial Statements~~California

~~Critical~~PCAOB ~~Audit~~ID ~~Matter~~Number ~~Description~~6580

The Company has an outstanding convertible promissory note with Roran Capital LLC and during the current year, the Company borrowed additional funds under the convertible promissory note. The embedded conversion feature allows the outstanding debt and interest obligations to be converted to common stock at a fixed discount rate to the trading value of the Company’s common stock. Such hybrid instruments require the embedded conversion feature to be analyzed if it meets the criteria for bifurcation to be separately accounted for as a derivative financial instrument. If the embedded conversion feature is not bifurcated, the intrinsic value of the conversion option is calculated to determine the debt discount associated with the conversion feature.23

~~The~~REPORT ~~evaluation~~OF ofINDEPENDENT ~~whether~~REGISTERED ~~the~~PUBLIC ~~embedded~~ACCOUNTING conversion feature should be bifurcated from the host debt contract and separately accounted for as a derivative financial instruments is highly complex. The related audit effort in evaluating management’s analysis of the correct application of the accounting literature in U.S. GAAP was extensive and required a high degree of auditor judgment.FIRM

~~How~~To the ~~Critical~~Board ~~Audit~~of ~~Matter~~Directors ~~was Addressed in the Audit~~and

WeStockholders ~~obtained management’s analysis~~ of ~~applicable~~Metavesco, ~~accounting guidance related to the determination if the embedded conversion feature should be bifurcated and accounted for separately~~Inc. We(formerly ~~reviewed~~Waterside ~~the~~Capital applicable accounting literature for debt and derivatives, noting the conclusions reached by management that the embedded conversion feature should not be separately treated as a derivative financial instrument were consistent with U.S. GAAP.Corporation)

~~● We obtained management’s calculation of the intrinsic value of the embedded conversion feature that was recorded as a debt discount based~~ Opinion on the ~~funds~~Financial provided and recalculated the intrinsic value. ● We traced the amounts borrowed into the Company’s bank statements. ● We confirmed the overall outstanding debt balance with the creditor. ● We agreed the amount recorded into additional paid-in capital to the debt discount recorded. ● We tested that the amortization of the debt discount recorded to interest expense was correct.Statements

~~/s/HASKELL~~We &have ~~WHITE~~audited ~~LLP~~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.

WeGoing ~~have~~Concern ~~served as the Company’s auditor since 2017. In 2022, we became the predecessor auditor.~~Matter

~~Irvine~~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 ~~California~~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.

~~September~~Basis 1,for ~~2021~~Opinion

18These 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.

~~METAVESCO~~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 ~~INC~~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.

~~(formerly~~Our ~~Waterside~~audits ~~Capital~~included ~~Corporation)~~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.

~~BALANCE~~Critical ~~SHEETS~~Audit Matters

	June 30, 2022			June 30, 2021
Assets
Current assets:
Cash and cash equivalents	$	35,151		$	44
Prepaid expenses		13,847			-
Digital assets held, net of impairment		434,642			-
Total current assets		483,640			44
Total assets	$	483,640		$	44
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued liabilities	$	26,549		$	22,089
Promissory note - related party		100,000			-
Accrued interest payable - related party		-			36,441
Convertible note payable - related party		-			149,838
Convertible promissory note (net of debt discount of $19,441 and $0, respectively)		559
Convertible promissory notes - related party (net of debt discount of $328,658 and $0, respectively)		12,202			-
Total current liabilities		139,310			208,368
Stockholders’ Equity (Deficit):
Preferred stock; $0.0001 par value; 20,000,000 shares authorized		-			-
Series A Convertible Preferred Stock: 22 and 0 shares issued and outstanding at June 30, 2022 and 2021		-			-
Preferred stock, value		-			-
Common stock; $0.0001 par value; 100,000,000 shares authorized; 6,082,214 shares issued and outstanding at June 30, 2022 and 2021		608			608
Additional paid-in capital		19,389,924			17,721,420
Accumulated deficit		(19,046,202	)		(17,930,352	)
Total stockholders’ deficit		344,330			(208,324	)
Total liabilities and stockholders’ equity (deficit)	$	483,640		$	44

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.

~~See~~Evaluation ~~reports~~ of ~~Independent~~the ~~Registered~~Accounting ~~Public~~for ~~Accounting~~and ~~Firms.~~Disclosure of Digital Currency Held

~~The~~As ~~accompanying~~disclosed ~~notes~~in Note 2 to the consolidated financial statements, the Company’s digital currency held as of June 30, 2022 are anaccounted for ~~integral~~as ~~part~~indefinite-lived intangible assets, and have been included in current assets on the balance sheet. We identified the accounting for and disclosure of ~~these~~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 ~~statements~~statement presentation and accompanying footnote disclosures.

19The primary procedures we performed to address this critical audit matter included the following:

METAVESCO, INC.

	●	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.

~~(formerly~~/s/ ~~Waterside~~Hudgens ~~Capital~~CPA, ~~Corporation)~~PLLC

~~STATEMENTS OF OPERATIONS~~www.hudgenscpas.com

	2022			2021
	Year ended June 30,
	2022			2021
Revenue:
Airdrops	$	17,439		$	-
Liquidity pool fees		81,765			-
Staking rewards		852			-
Total Revenue		100,056			-
Expense
Administrative expenses		164,669			70,970
Interest expense		12,761			45,692
Impairment of digital assets held		233,642			-
Total Expense		411,072			116,662
Other income (expense)
Realized gain (loss) on sales/ exchange digital assets held		(804,834	)		-
Total Other income (expense)		(804,834	)		-
Net loss	$	(1,115,850	)	$	(116,662	)
Net loss per share - basic and diluted	$	(0.18	)	$	(0.02	)
Weighted average number of common shares outstanding - basic and diluted		6,082,214			6,082,214

We have served as the Company’s auditor since 2022.

~~See~~Houston, ~~reports of Independent Registered Public Accounting Firms.~~Texas

~~The~~October ~~accompanying~~7, ~~notes are an integral part of these financial statements.~~2022

2024

METAVESCO, INC.

~~(formerly~~CONSOLIDATED ~~Waterside~~BALANCE ~~Capital Corporation)~~SHEETS

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)


	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

~~For~~The ~~the~~accompanying ~~years~~notes ~~ended~~are ~~June~~an ~~30,~~integral ~~2022~~part ~~and~~of ~~2021~~these consolidated financial statements.

	Shares		Par Value		Shares		Par Value		capital		deficit			equity
	Series A Convertible Preferred Stock ($0.0001 par value)				Common Stock ($0.0001 par value)				Additional paid-in		Accumulated			Total stockholders’
	Shares		Par Value		Shares		Par Value		capital		deficit			equity
Balance at June 30, 2021		-	$	-		6,082,214	$	608	$	17,721,420	$	(17,930,352	)	$	(208,324	)
Issue of Series A Convertible Preferred Stock		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	$	-		6,082,214	$	608	$	19,389,924	$	(19,046,202	)	$	344,330

	Series A Convertible Preferred Stock ($0.0001 par value)				Common Stock ($0.0001 par value)				Additional paid-in		Accumulated			Total stockholders’
	Shares		Par Value		Shares		Par Value		capital		deficit			equity
Balance at June 30, 2020		-	$	-		6,082,214	$	608	$	17,691,420	$	(17,813,690	)	$	(121,662	)
Beneficial conversion feature		-		-		-		-		30,000		-			30,000
Net loss		-		-		-		-		-		(116,662	)		(116,662	)
Balance at June 30, 2021		-	$	-		6,082,214	$	608	$	17,721,420	$	(17,930,352	)	$	(208,324	)

METAVESCO, INC.

~~See~~CONSOLIDATED ~~reports~~STATEMENTS ofOF ~~Independent Registered Public Accounting Firms.~~OPERATIONS

The accompanying notes are an integral part of these financial statements.

	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

21The accompanying notes are an integral part of these consolidated financial statements.

~~METAVESCO, INC.~~26

~~(formerly Waterside~~METAVESCO, ~~Capital Corporation)~~INC.

CONSOLIDATED STATEMENTS OF ~~CASH~~STOCKHOLDERS’ ~~FLOW~~EQUITY

	2022			2021
	Year ended June 30,
	2022			2021
Cash Flows from Operating Activities:
Net loss	$	(1,115,850	)	$	(116,662	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization of debt discount		12,761			30,000
Impairment of digital assets held		233,642			-
Forgiveness of interest - related party		2,997			-
Realized (gain) loss on sales/ exchange digital assets held		804,834			-
Digital assets received as revenue		(100,056	)		-
Digital assets paid as expense		17,751			-
Changes in operating assets and liabilities:
Increase in prepaid		(13,847	)		-
(Decrease) increase in accounts payable and accrued liabilities		4,460			13,389
Increase in accrued interest payable - related party		-			15,692
Net cash used in operating activities		(153,308	)		(57,581	)
Cash Flows from Investing Activities:
Purchase of digital assets held		(1,289,952	)		-
Net cash provided by investing activities		(1,289,952	)		-
Cash Flows from Financing Activities:
Advances from related party		18,367			-
Proceeds from issuance of promissory note payable - related party		100,000			-
Proceeds from issuance of convertible notes payable - related party		240,000			45,000
Proceeds from issuance of convertible note payable		20,000
Issuance of Series A Convertible Preferred Stock		1,100,000			-
Net cash provided by financing activities		1,478,367			45,000
Net change in cash and cash equivalents		35,107			(12,581	)
Cash and cash equivalents, beginning of period		44			12,625
Cash and cash equivalents, end of period	$	35,151		$	44
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest paid	$	-		$	-
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	$	10,244,898		$	-
Proceeds from sale of digital assets for other digital assets	$	10,244,898		$	-
Intrinsic value of embedded beneficial conversion feature on convertible note payable - related party and convertible promissory notes - related party	$	360,860		$	30,000
Forgiveness of convertible note payable, accrued interest and advances - related party	$	207,644		$	-

For the years ended June 30, 2023 and 2022

See reports of Independent Registered Public Accounting Firms.

	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

The accompanying notes are an integral part of these financial statements.

	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

22The accompanying notes are an integral part of these consolidated financial statements.

~~METAVESCO, INC.~~27

~~(formerly~~METAVESCO, ~~Waterside Capital Corporation)~~INC.

~~NOTES~~CONSOLIDATED TOSTATEMENTS ~~THE~~OF ~~FINANCIAL~~CASH ~~STATEMENTS~~FLOW

JUNE 30, 2022

	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

~~NOTE~~The 1accompanying –notes ~~ORGANIZATION~~are ~~AND~~an ~~OPERATIONS~~integral part of these consolidated financial statements.

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 1996.28

~~On May 28~~METAVESCO, ~~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”)INC. 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~~NOTES ~~Company~~TO ~~effectively~~THE ~~stopped~~CONSOLIDATED ~~conducting~~FINANCIAL 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.STATEMENTS

~~The~~JUNE Company filed with the SEC an application pursuant to Section 8(f) of the Investment Company Act of 1940 for an order declaring that the Company has ceased to be a registered investment company. On April 2230, 2020, the SEC issued an order under Section 8(f) of the Investment Company Act of 1940, as amended, declaring that the Company has 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.2023

OnNOTE ~~September~~1 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 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~~ORGANIZATION ~~party,~~AND accrued interest payable – related party, and advances from related party. The Buyer acquired 4,247,666 shares of the Company’s Common Stock, representing 69.7% of the issued and outstanding shares of Common Stock. As such, the SPA resulted in a change of control of the Company.OPERATIONS

~~Effective~~Metavesco, ~~November~~Inc. 29(formerly Waterside Capital Corporation) (the “Company”) was incorporated in the Commonwealth of Virginia on July 13, 1993 ~~2021~~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 ~~converted~~was ~~from~~restricted to investing only in qualified small businesses as contemplated by the Small Business Investment Act of 1958. As a ~~Virginia~~registered ~~corporation~~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 ~~Nevada~~high ~~corporation~~level of income, with capital appreciation as a secondary objective. The Company made its first investment in a small business in October 1996.

On ~~December~~May 1528, ~~2021~~2014, with the Company’s ~~filed~~consent, ~~with~~ the ~~Nevada~~United ~~Secretary~~States ofDistrict ~~State~~Court ~~amended~~for ~~and~~the ~~restated~~Eastern ~~articles~~District of ~~incorporation.~~Virginia, ~~The~~having ~~amended and~~jurisdiction ~~restated~~over ~~articles~~an ~~had~~action ~~the~~filed ~~effect~~by ofthe SBA (ithe “Court”), ~~increasing~~entered ~~the~~a ~~Company’s~~Consent ~~authorized~~Order ~~common~~and ~~stock~~Judgment toDismissing ~~100~~Counterclaim, ~~million~~Appointing ~~shares~~Receiver, Granting Permanent Injunctive Relief and Granting Money Judgment (iithe “Order”). ~~increasing~~ The Order appointed the ~~Company’s~~SBA ~~authorized~~receiver ~~preferred~~of ~~stock~~the Company tofor 20the ~~million~~purpose ~~shares,~~of marshaling and ~~(iii)~~liquidating ~~reducing~~in ~~the~~an ~~par~~orderly ~~value~~manner ofall ~~each~~ of the Company’s ~~common~~ ~~stock~~assets and ~~preferred~~entered ~~stock~~judgment toin favor ~~$0.0001~~of ~~per~~the ~~share.~~United ~~Common stock~~States ~~and~~of ~~additional~~America, ~~paid-in~~on ~~capital~~behalf ~~for~~of ~~all~~the ~~periods~~SBA, ~~presented~~against inthe ~~these~~Company ~~financial~~in ~~statements~~the ~~have~~amount ~~been~~of ~~adjusted~~$11,770,722. ~~retroactively~~The toCourt ~~reflect~~assumed jurisdiction over the ~~reduction~~Company inand ~~par~~the ~~value~~SBA was appointed receiver effective May 28, 2014.

OnThe ~~December~~Company ~~17,~~effectively ~~2021,~~stopped conducting an active business upon the ~~majority~~appointment ~~shareholder~~of the SBA as the receiver and ~~board~~the commencement of ~~directors~~the court-ordered ~~approved~~receivership an(the ~~amendment~~“Receivership”). toOver the ~~amended~~course ~~and~~of ~~restated~~the ~~articles~~Receivership, the activity of ~~incorporation~~the Company was limited ~~that~~to ~~would~~the ~~change~~liquidation of the Company’s ~~name~~assets ~~from~~by ~~Waterside~~the ~~Capital~~receiver ~~Corporation~~and the payment of the proceeds therefrom to ~~Metavesco,~~the ~~Inc~~SBA and for the expenses of the Receivership. ~~The~~On ~~name~~June ~~change~~28, 2017, the Receivership was ~~approved~~terminated with the entry of a Final Order by ~~Financial~~the Court. The Final Order ~~Industry~~specifically ~~Regulatory~~stated ~~Authority~~that “Control of Waterside shall be unconditionally transferred and returned to its shareholders c/o Roran Capital, LLC (“~~FINRA~~Roran”) ~~and~~upon ~~was~~notification ~~effective~~of ~~June~~entry 3of this Order”. Upon termination of the Receivership, ~~2022~~Roran took possession of all books and records made available to it by the SBA.

InThe ~~March~~Company ~~2022,~~filed with the ~~Company~~Securities ~~commenced~~and ~~operations~~Exchange asCommission a(the ~~web3~~“SEC”) ~~enterprise.~~an ~~The~~application pursuant to Section 8(f) of the Investment Company ~~generates~~Act ~~income~~for asan aorder ~~liquidity~~declaring ~~provider,~~that ~~via~~the ~~decentralized exchanges~~Company ~~such~~had asceased ~~Uniswap~~to be a registered investment company. ~~Additionally~~On April 22, 2020, the ~~company~~SEC ~~farms~~issued an ~~tokens~~order ~~via~~under ~~Proof~~Section 8(f) of ~~Stake~~the ~~protocols~~Investment onCompany ~~decentralized~~Act ~~exchanges~~declaring asthat ~~well~~the ~~as centralized~~Company ~~exchanges~~had ~~including~~ceased ~~Coinbase~~to ~~exchange~~be an investment company. ~~The~~As a result, the Company ~~also~~is ~~invests~~now ina ~~promising~~reporting ~~NFT~~company ~~projects~~under ~~and~~the ~~virtual~~Securities ~~land,~~Exchange ~~primarily~~Act ~~on EVM~~of ~~protocols~~1934, as amended.

~~Going~~On ~~Concern~~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.

~~The~~Effective ~~Company’s~~November financial statements are prepared in accordance with generally accepted accounting principles 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 3029, ~~2022~~2021, the Company ~~incurred~~converted afrom net loss of $1,115,850 and used cash in operating activities of $153,308, and on June 30, 2022, had an accumulated deficit of $19,046,202. These factors, among others, raise substantial doubt about the Company’s ability to continue as a ~~going~~Virginia ~~concern~~corporation for a period one year from the date that the 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 ~~financial~~Nevada ~~institution will be expended on professional fees, transfer agent, Edgar agent and other administrative costs~~corporation. The cash held at Coinbase Inc. 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.

2329

~~NOTE~~On 2December –15, ~~SIGNIFICANT~~2021, ~~ACCOUNTING~~the ~~POLICIES~~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.

~~Fiscal~~On ~~Year-End~~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 ~~elected~~farms ~~June~~tokens ~~30th~~via Proof of Stake protocols on decentralized exchanges, as ~~its~~well ~~fiscal~~as centralized ~~year~~exchanges including the Coinbase, Inc. (“Coinbase”) exchange. The Company also invests in what it considers promising non-~~end~~fungible ~~date~~token (“NFT”) projects and virtual land, primarily on Ethereum virtual machine (“EVM”) protocols.

~~Use~~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 ~~Estimates~~Boring Brew LLC (“Boring”) and ~~Assumptions~~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 ~~Critical~~Bored ~~Accounting~~for ~~Estimates~~a total purchase price of $9,245 in cash and ~~Assumptions~~5,000,000 shares of common stock of the Company.

~~The~~Going 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.Concern

~~These~~The ~~significant~~Company’s ~~accounting~~consolidated ~~estimates~~financial orstatements ~~assumptions~~have ~~bear~~been prepared in accordance with GAAP applicable to a going concern. This contemplates the ~~risk~~realization of ~~change~~assets ~~due~~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 ~~fact~~date that ~~there~~the consolidated financial statements are ~~uncertainties~~issued. ~~attached~~The Company will be dependent upon the raising of additional capital through placement of debt and its common stock in order to ~~these~~implement its business plan. There can be no ~~estimates~~assurance orthat ~~assumptions~~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 ~~certain~~other ~~estimates~~administrative orcosts. ~~assumptions~~The ~~are~~cash ~~difficult~~held at Coinbase will be deployed to ~~measure~~purchase orcrypto ~~value~~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.

~~Management~~NOTE ~~regularly~~2 ~~evaluates~~– ~~the~~SIGNIFICANT ~~key~~ACCOUNTING 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.POLICIES

~~Actual~~Fiscal ~~results could differ from those estimates.~~Year-End

~~Cash~~The ~~and~~Company ~~cash~~elected ~~equivalents~~June 30 as its fiscal year-end date.

~~Cash~~Principles ~~and cash equivalents include cash and interest-bearing highly liquid investments held at 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, 2022, $35,143 of cash was at held a financial institution which is a member of the Federal Deposit Insurance Corporation (“FDIC”) and $8 was held at Coinbase, Inc. (“Coinbase”). The contract with Coinbase, Inc. 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.Consolidation

~~Intangible~~The ~~Assets~~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.

~~Digital~~Use ~~assets~~of ~~held~~Estimates byand ~~the~~Assumptions ~~Company~~and ~~are~~Critical ~~accounted~~Accounting ~~for~~Estimates ~~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).~~Assumptions

AnThe ~~intangible~~preparation ~~asset~~of ~~with~~financial anstatements ~~indefinite~~in ~~useful~~conformity ~~life~~with isGAAP ~~not~~requires ~~amortized~~management ~~but~~to ~~assessed~~make ~~for~~estimates ~~impairment~~and ~~annually,~~assumptions orthat ~~more~~affect ~~frequently,~~the ~~when events~~reported oramounts ~~changes~~of inassets ~~circumstances~~and ~~occur~~liabilities ~~indicating~~and ~~that~~disclosure itof iscontingent ~~more~~assets ~~likely~~and ~~than~~liabilities ~~not~~at ~~that~~ the ~~indefinite-lived~~dates ~~asset~~of ~~is impaired. Impairment exists when~~ the ~~carrying~~financial ~~amount~~statements ~~exceeds~~and ~~its fair value, which is measured using~~ the reported ~~quoted~~amounts ~~price~~ of ~~the~~revenues ~~digital~~and ~~assets~~expenses atduring the ~~time~~reporting ~~its fair value is being measured~~periods.

~~Tokens~~These ~~are~~significant ~~subject~~accounting toestimates ~~impairment~~or ~~losses~~assumptions ifbear the ~~fair~~risk ~~value~~of achange ~~tokens~~due ~~decreases~~to ~~below~~ the ~~carrying~~fact ~~value~~that atthere ~~any~~are ~~time~~uncertainties ~~during~~attached ~~the~~to ~~period. The fair~~these ~~value~~estimates isor ~~measured~~assumptions, ~~using~~and ~~the~~certain ~~quoted~~estimates ~~price~~or inassumptions ~~the~~are ~~principal~~difficult ~~market~~to ofmeasure ~~the~~or ~~tokens~~value. ~~The Company currently obtains the quoted price of tokens from www.cryptocompare.com.~~

~~Liquidity~~Management ~~pool~~bases ~~tokens~~its ~~and~~estimates ~~non-fungible~~on ~~tokens~~historical ~~are~~experience ~~subject~~and toon ~~impairment~~various ~~losses~~assumptions ifthat ~~the~~are ~~fair~~believed ~~value~~to abe ~~token~~reasonable ~~decreases~~in ~~below~~relation to the ~~carrying value at~~consolidated ~~the~~financial ~~end~~statements oftaken ~~each~~as ~~quarterly~~a ~~accounting~~whole ~~period.~~under ~~The~~the ~~fair~~circumstances, ~~value~~the results of ~~liquidity~~which ~~pool~~form ~~tokens~~the isbasis ~~based~~for onmaking ~~the~~judgments ~~quoted~~about ~~price on~~ the ~~last day of~~carrying ~~the~~values ~~quarter at 4PM Eastern Time. The fair value~~ of ~~NFTs~~assets isand ~~based~~liabilities onthat ~~the~~are ~~average~~not ~~trading~~readily ~~price~~apparent onfrom ~~the~~other ~~last day of each quarter~~sources.

~~Impairment~~Management ~~for~~regularly ~~liquidity~~evaluates ~~pool~~the ~~tokens~~key factors and ~~non-fungible~~assumptions ~~tokens~~used ~~is assessed quarterly due~~ to ~~each~~develop ~~token~~the ~~being~~estimates autilizing ~~unique~~currently ~~asset~~available ~~and~~information, ~~due to the illiquid~~changes ~~markets~~ in ~~which~~facts ~~these~~and ~~tokens~~circumstances, ~~trade.~~historical ~~The~~experience, ~~Company~~and isreasonable ~~continuously~~assumptions. ~~reviewing~~After ~~available~~such ~~markets~~evaluations, ~~and~~if ~~information~~deemed ~~and~~appropriate, ~~its~~those ~~methodology when~~estimates ~~determining~~are ~~the~~adjusted ~~fair value of digital assets~~accordingly.

~~The~~Significant ~~Company~~matter ~~currently~~requiring ~~reviews~~use ~~quoted~~of ~~prices~~estimates ofand ~~its~~assumptions ~~liquidity~~include, ~~pool~~but ~~tokens~~may not be limited to, ~~non-fungible~~evaluation ~~tokens~~of ~~and~~impairment ~~comparable~~of ~~tokens~~digital atassets, ~~https://uniswap.org/~~equipment, ~~and~~identifiable ~~https://opensea.io.~~intangible ~~Impairment~~assets ~~expense~~and isgoodwill, ~~reflected~~recognition inand ~~total~~valuation ~~expense~~of inrevenue, ~~the~~valuation ~~statements~~allowance offor ~~operations.~~deferred ~~Subsequent~~tax ~~reversal of~~assets ~~impairment~~and ~~losses~~fair value isused ~~not~~in ~~permitted~~business acquisitions..

~~The~~Actual ~~sales~~results ofcould ~~digital~~differ ~~assets held are included within investing activities in the accompanying statements of cash flows and any realized gains or losses~~ from ~~such~~those ~~sales are included in other income (expense) in the statements of operations~~estimates.

~~Revenue~~Business ~~recognition~~Acquisitions

~~There~~The isCompany ~~currently~~accounts nofor ~~definitive~~its ~~guidance~~business ~~under~~combinations ~~GAAP~~using orthe ~~alternative~~acquisition method of accounting ~~framework~~in ~~for~~accordance with ASC 805 “Business Combinations.” The cost of an acquisition is measured at the ~~accounting~~aggregate ~~for~~of ~~digital~~the acquisition date fair value of the assets ~~recognized~~transferred to asthe sellers and liabilities incurred by the Company and equity instruments issued. Transaction costs directly attributable to the ~~revenue~~acquisition are expensed as incurred. Identifiable assets and liabilities acquired or ~~held~~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 ~~management~~acquisition ~~has~~date ~~exercised~~fair ~~significant~~value ~~judgment~~of any previously held equity interest in ~~determining~~the acquiree over (ii) the ~~appropriate~~fair ~~accounting~~value ~~treatment~~of the identifiable net assets of the acquiree is recorded as goodwill. InIf the ~~event~~cost of acquisition is less than the ~~authoritative~~fair ~~guidance~~value of the net assets of the subsidiary acquired, the difference is ~~enacted~~recognized bydirectly in the ~~FASB~~consolidated income statements. During the measurement period, which can be up to one year from the acquisition date, the Company may berecord ~~required~~adjustments to ~~change~~the ~~its~~assets acquired ~~policies,~~and ~~which~~liabilities ~~could~~assumed ~~have~~with anthe ~~effect~~corresponding onoffset to goodwill. Upon the conclusion of the measurement period or final determination ~~Company’s~~of ~~financial~~the ~~position~~values ~~and~~of ~~results~~assets ~~from~~acquired ~~operations~~or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated income statements.

Revenue is recognized when the award is claimed and deposited in the Company wallet. The transaction consideration the Company receives is noncash in the form of digital assets. Revenue is measured at the fair value of the digital assets awards received using the quoted price31

~~Airdrop~~Cash and cash equivalents

~~Airdrop~~Cash isand ~~the~~cash ~~distribution~~equivalents ofinclude ~~tokens~~cash ~~without~~and ~~compensation~~interest-bearing ~~generally~~highly ~~undertaken~~liquid investments held at consolidated financial institutions, cash on hand that is not restricted as to withdrawal or use with aan ~~view~~initial maturity of ~~increasing~~three ~~awareness~~months or less, and cash held in accounts at crypto trading venues. At June 30, 2023, $17,086 of cash was at held a ~~new~~consolidated ~~token,~~financial toinstitution ~~encourage adoption~~which is a member of ~~new~~the ~~token~~Federal Deposit Insurance Corporation (“FDIC”) and to$0 ~~increase~~was ~~liquidity~~held at Coinbase. The contract with Coinbase requires USD balances in ~~the~~a ~~early~~client’s fiat ~~stages~~wallet be held in an omnibus custodial account for the benefit of aCoinbase’s ~~token~~customers. ~~project~~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.

24Digital Assets

~~Liquidity~~Digital ~~Pools~~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).

~~The~~An ~~Company~~intangible ~~earns~~asset ~~fees~~with byan ~~providing~~indefinite ~~liquidity~~useful onlife ~~Uniswap~~is V2not ~~and~~amortized ~~Uniswap~~but ~~V3.~~assessed ~~The~~for ~~Company~~impairment ~~earns~~annually, ~~fees~~or ~~proportionate~~more tofrequently, ~~the~~when ~~liquidity they have~~events ~~supplied~~or tochanges ~~the~~in ~~exchange.~~circumstances ~~The~~occur ~~fee~~indicating ~~for~~that ~~each~~it ~~trade~~ is ~~set~~more atlikely ~~0.05%~~than ~~for~~not ~~stable~~that ~~coins,~~the ~~0.3%~~indefinite-lived ~~for~~asset ~~most~~is ~~pairs and 1~~impaired.0% ~~for exotic pairs. The~~Impairment ~~fees~~exists ~~earned~~when by the ~~Company~~carrying ~~depends~~amount onexceeds ~~the~~its ~~risk~~fair ~~characteristics~~value, ofwhich ~~each pair of tokens selected and the price range liquidity~~ is ~~provided. Uniswap~~measured V2using ~~requires users to provide liquidity over~~ the ~~entire~~quoted price ~~curve,~~of ~~whereas~~the ~~Uniswap~~digital V3assets ~~provides~~at ~~users with~~ the ~~provide~~time ~~liquidity~~its ~~over~~fair avalue ~~price~~is ~~range~~being measured.

~~Staking~~Tokens ~~Rewards~~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.

~~The~~Liquidity ~~Company~~pool ~~earns~~tokens ~~rewards~~and ~~for~~NFTs ~~agreeing~~are subject to ~~lock~~impairment uplosses ~~tokens~~if ~~for~~the fair value a ~~fixed~~token decreases below the carrying value at the end of each quarterly accounting period. The fair value of ~~time~~liquidity topool ~~participate~~tokens inis ~~running~~based on the ~~blockchain~~quoted ~~and~~price ~~maintaining~~on the last day of the quarter at 4PM ~~security~~Eastern Time. ~~Rewards~~The ~~are~~fair ~~typically~~value ~~calculated~~of inNFTs ~~percentage~~is ~~yields~~based on the average trading price on the last day of each quarter.

~~Convertible~~Impairment ~~Financial~~for ~~Instruments~~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 ~~bifurcates~~currently ~~conversion~~reviews ~~options~~quoted ~~from~~prices 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~~its ~~embedded~~liquidity ~~derivative instrument~~pool ~~are~~tokens, ~~not~~NFTs ~~clearly~~ and ~~closely~~comparable ~~related~~tokens toat ~~the~~https://uniswap.org/ ~~economic characteristics~~ and ~~risks of the host contract, (b) the hybrid instrument~~https://opensea.io. ~~that~~Impairment ~~embodies~~expense ~~both the embedded derivative instrument and the host contract~~ is ~~not~~reflected ~~re-measured at fair value under otherwise applicable generally accepted accounting principles with changes~~ in ~~fair~~total ~~value~~expense ~~reported~~ in ~~earnings as they occur and (c) a separate instrument with~~ the ~~same~~consolidated ~~terms~~statements asof ~~the embedded derivative instrument would be considered a derivative instrument~~operations. AnSubsequent ~~exception~~reversal toof ~~this~~impairment ~~rule is when~~losses ~~the host instrument~~ is ~~deemed~~not ~~to be conventional, as that term is described under applicable GAAP~~permitted.

~~When~~The ~~the~~sales ~~Company~~of ~~has~~digital ~~determined~~assets ~~that~~held ~~the embedded conversion options should not be bifurcated from their host instruments, discounts~~ are ~~recorded for~~included ~~the~~within ~~intrinsic~~investing ~~value~~activities ~~of conversion options embedded~~ in the ~~instruments~~accompanying ~~based~~consolidated ~~upon~~statements ~~the~~of ~~differences~~cash ~~between~~flows ~~the~~and ~~fair~~any realized ~~value~~gains ofor ~~the~~losses ~~underlying common~~from ~~stock~~such atsales ~~the~~are ~~commitment~~included ~~date~~in ofother ~~the~~income ~~transaction~~(expense) ~~and~~in the ~~effective~~consolidated ~~conversion~~statements ~~price~~of ~~embedded in the instrument~~operations.

~~Beneficial~~Identifiable ~~conversion~~Intangible 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.Assets

~~Related~~Identifiable ~~Parties~~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 ~~follows~~are ~~subtopic~~accounted ~~850~~for in accordance with ASC 350-1050, ofWebsite Development Costs. These costs are included in intangible assets in the ~~ASC~~accompanying ~~for~~consolidated financial statements. Upgrades or enhancements that add functionality are capitalized while other costs during the ~~identification~~operating ofstage ~~related~~are ~~parties~~expensed ~~and~~as ~~disclosure~~incurred. ofThe ~~related~~Company ~~party~~amortizes ~~transactions~~the capitalized website development costs over an estimated useful life of three years.

The 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 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.32

~~Commitments and Contingencies~~Goodwill

~~The~~Goodwill ~~Company~~represents ~~follows~~the ~~ASC~~premium ~~450-20~~paid toover ~~report~~the ~~accounting~~fair ~~for~~value ~~contingencies.~~of ~~Certain~~the ~~conditions~~net ~~may~~tangible ~~exist~~and asidentifiable ofintangible assets acquired in the ~~date~~Company’s business combinations. The Company performs a goodwill impairment test on at least an annual basis at the ~~financial~~reporting ~~statements~~unit level. Application ~~are~~of ~~issued~~the goodwill impairment test requires significant judgments, including estimation of future cash flows, which ~~may~~is ~~result~~dependent inon ainternal forecasts, ~~loss~~estimation toof the ~~Company~~long-term rate of growth for the businesses, ~~but~~the useful life over which cash flows will ~~only~~occur beand ~~resolved~~determination of ~~when~~our ~~one~~weighted oraverage ~~more~~cost ~~future~~of ~~events~~capital. ~~occur~~Changes orin ~~fail~~these toestimates and assumptions could materially affect the determination of fair ~~occur~~value and/or conclusions on goodwill impairment for each reporting unit. ~~Management~~The ~~assesses~~Company ~~such~~will ~~contingent~~conduct ~~liabilities,~~its ~~and~~annual ~~such~~goodwill ~~assessment~~impairment ~~inherently~~test as ~~involves~~of anJune ~~exercise~~30 of ~~judgment~~each year or more frequently if indicators of impairment exist. InThe ~~assessing~~Company periodically analyzes whether any such indicators ~~loss~~of ~~contingencies~~impairment ~~related~~exist. toA ~~legal~~significant ~~proceedings~~amount ~~that~~of ~~are~~judgment ~~pending~~is ~~against~~involved ~~the~~in ~~Company~~determining orif ~~un-asserted~~an ~~claims~~indicator ~~that~~of impairment has occurred. Such indicators may ~~result~~include a sustained significant decline in ~~such~~our ~~proceedings~~stock price and market capitalization, a significant adverse change in legal factors ~~management~~or ~~evaluates~~in the ~~perceived~~business ~~merits~~climate, ofunanticipated ~~any~~competition ~~legal~~and/or ~~proceedings~~slower expected growth rates, adverse actions or ~~un-asserted~~assessments ~~claims~~by asa ~~well~~regulator, among asothers. The Company compares the ~~perceived~~fair ~~merits~~value of ~~the~~its ~~amount of~~reporting ~~relief~~unit ~~sought~~to orits ~~expected~~respective tocarrying bevalue, ~~sought~~including ~~therein~~related goodwill.

IfA ~~the~~goodwill ~~assessment~~impairment charge of a$257,353 ~~contingency~~was ~~indicates~~recorded ~~that~~as itat isJune ~~probable~~30, ~~that~~2023. aThe ~~material~~impairment ~~loss~~of ~~has~~goodwill ~~been~~was ~~incurred~~due ~~and~~to the ~~amount~~inability of the ~~liability can be estimated, then the estimated liability would be accrued in the~~ Company~~’s financial statements. If the assessment indicates~~ ~~that~~to aidentify ~~potentially~~future ~~material~~cash ~~loss~~flows ~~contingency~~with issuitable ~~not~~reliability ~~probable~~associated ~~but~~with isBoring ~~reasonably~~Brew ~~possible,~~LLC ~~or is probable but cannot be estimated, then the nature of the contingent liability,~~ and anBored ~~estimate~~Coffee ofLab ~~the~~LLC ~~range~~acquired ofon ~~possible~~June ~~losses~~12, 2023. ifSee ~~determinable~~Note ~~and~~3 ~~material,~~– ~~would~~Business ~~be disclosed~~Acquisition.

~~Loss~~ SCHEDULE ~~contingencies~~OF ~~considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.~~GOODWILL

Deferred Tax Assets and Income Taxes Provision


Opening balance at June 30, 2022	$	0
Purchase of goodwill		257,353
Impairment of goodwill		(257,353	)
Closing balance at June 30, 2023	$	0

~~The~~Revenue Company follows the provisions of ASC 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (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~~Company ~~future~~recognizes ~~tax~~revenue ~~effects~~under ofthe ~~temporary~~Financial ~~differences~~Accounting ~~between~~Standards Board’s (the ~~tax~~“FASB”) ~~basis~~Accounting ofStandards ~~assets~~Codification (“ASC”) ~~and~~606, ~~liabilities~~Revenue ~~are~~from ~~reported~~Contracts inwith Customers. The core principle of the ~~accompanying~~revenue standard is that a company should ~~balance~~recognize ~~sheets,~~revenue asto ~~well~~depict asthe ~~tax~~transfer ~~credit~~of ~~carry-backs~~promised ~~and~~goods ~~carry-forwards.~~or ~~The~~services ~~Company~~to ~~periodically~~customers ~~reviews~~in an amount that reflects the ~~recoverability~~consideration ofto ~~deferred~~which ~~tax~~the ~~assets~~company ~~recorded~~expects onto ~~its~~be ~~balance~~entitled ~~sheets~~in ~~and~~exchange ~~provides~~for ~~valuation~~those ~~allowances~~goods asor ~~management~~services. ~~deems~~The ~~necessary.~~following five steps are applied to achieve that core principle:

25● 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

~~Management~~Revenue ~~makes~~is ~~judgments~~recognized aswhen tocontrol ~~the interpretation~~ of the ~~tax~~promised ~~laws~~goods ~~that~~or ~~might~~services beis ~~challenged~~transferred ~~upon~~to anthe ~~audit~~customer, ~~and~~in ~~cause~~an ~~changes~~amount tothat ~~previous~~reflects ~~estimates of~~the ~~tax liability. In addition,~~ consideration the Company ~~operates~~expects ~~within~~to ~~multiple~~be ~~taxing~~entitled ~~jurisdictions and is subject~~ to ~~audit~~ in ~~these~~exchange ~~jurisdictions. In management’s opinion, adequate provisions~~ for ~~income~~those ~~taxes~~goods ~~have~~or ~~been made for all years~~services. IfThe ~~actual~~Company ~~taxable~~generates ~~income~~revenue bythrough ~~tax~~liquidity ~~jurisdiction~~pools ~~varies~~and ~~from~~staking ~~estimates, additional allowances or reversals of reserves may be necessary~~rewards.

~~Tax~~Liquidity ~~years~~Pools that remain subject to examination by major tax jurisdictions are generally the prior three (3) years for federal purposes, and the prior four (4) 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~~Liquidity ~~Income~~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 (~~Loss~~“AMMs”). ~~Per~~An ~~Common~~AMM ~~Share~~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 ~~computes~~earns ~~net~~fees ~~income~~by orproviding ~~loss~~liquidity ~~per~~on ~~share~~Uniswap inV2 ~~accordance~~and ~~with~~Uniswap ~~ASC~~V3. ~~260~~The ~~Earnings~~Company ~~Per~~earns ~~Share.~~fees ~~Under~~proportionate ~~the~~to ~~provisions of~~ the ~~Earnings~~liquidity ~~per~~they have ~~Share~~supplied ~~Topic~~to ~~ASC,~~the ~~basic~~exchange. ~~net~~The ~~loss~~fee ~~per~~for ~~share~~each trade is ~~computed~~set byat ~~dividing~~0.05% ~~the~~for ~~net~~stable ~~loss~~coins, ~~available~~0.3% tofor ~~common~~most ~~stockholders~~pairs and 1.0% for ~~the~~exotic ~~period~~pairs. The fees earned by the ~~weighted~~ ~~average~~Company ~~number~~depend ofon ~~shares~~the risk characteristics of ~~common~~each ~~stock~~pair ~~outstanding~~of ~~during~~tokens ~~the~~selected ~~period.~~and ~~The~~the ~~calculation~~price ofrange ~~diluted~~liquidity ~~net~~is ~~loss~~provided. Uniswap ~~per~~V2 ~~share~~requires ~~gives effect~~users to ~~common~~provide ~~stock~~liquidity ~~equivalents;~~over ~~however~~the entire price curve, ~~potential~~whereas ~~common~~Uniswap ~~shares~~V3 ~~are~~provides ~~excluded~~users ifwith ~~their~~liquidity ~~effect~~over isa ~~anti-dilutive~~price range.

~~Fair Value of Financial Instruments~~33

~~The~~Revenue ~~Company~~is ~~follows~~recognized ~~paragraph~~from ~~825-10-50-10~~liquidity ofpools ~~ASC~~when ~~for~~the ~~disclosures~~award ~~about~~is ~~fair~~claimed ~~value of its financial instruments~~ and ~~has~~deposited ~~adopted~~in ~~paragraph 820-10-35-37~~the ofCompany ~~ASC~~wallet. ~~(“Paragraph~~The ~~820-10-35-37”)~~transaction toconsideration ~~measure~~ the ~~fair value of its financial instruments. Paragraph 820-10-35-37~~Company ~~establishes~~receives ais ~~framework~~noncash ~~for measuring fair value~~ in ~~accounting principles generally accepted in~~ the ~~United~~form ~~States~~ of ~~America~~digital (Uassets.S. ~~GAAP), and~~Revenue ~~expands~~is ~~disclosures~~measured ~~about~~at ~~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 (3) broad levels. The three (3) levels~~ of ~~fair~~the ~~value~~digital ~~hierarchy~~asset ~~defined~~awards ~~by Paragraph 820-10-35-37 are described below:~~received.

~~Recently~~Fair ~~Issued~~value ~~Accounting~~of ~~Pronouncements~~the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt.

InStaking ~~August~~Rewards 2020, the FASB issued 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 EPS guidance for both Subtopics. This standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2023, which means it will be effective for our fiscal year beginning July 1, 2024. Early adoption is permitted but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2020-06 on our financial statements.

~~Other~~Staking ~~recent~~rewards ~~accounting~~are ~~pronouncements~~granted ~~issued~~to byholders ~~the~~of ~~FASB,~~a ~~including~~crypto ~~its~~asset ~~Emerging~~when ~~Issues Task Force,~~ the ~~American~~holders ~~Institute~~lock ofup ~~Certified~~that ~~Public Accountants,~~crypto ~~and~~asset ~~the~~as ~~Securities~~collateral ~~and Exchange Commission did not or are not believed by management~~ to ~~have~~secure afairness ~~material~~when ~~impact on the Company’s~~validating ~~present~~transactions or ~~future~~other ~~financial~~network ~~statements~~actions.

~~NOTE~~The 3Company –participates ~~DIGITAL~~in ~~ASSETS~~networks ~~HELD~~with proof-of-stake consensus algorithms, ~~NET~~through OFcreating ~~IMPAIRMENT~~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.

~~Digital~~Airdrops ~~assets held, net of impairment have consisted of:~~

~~SCHEDULE~~Airdrops are OFthe ~~DIGITAL~~distribution ~~ASSETS~~of ~~HELD~~tokens ~~NET~~without OFcompensation ~~IMPAIRMENT~~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.

	Tokens			Liquidity Pool Tokens and Non-Fungible Tokens			Total
	Tokens			Liquidity Pool Tokens and Non-Fungible Tokens			Total
Balance, July 1, 2021	$	-		$	-		$	-
Beginning balance	$	-		$	-		$	-
Purchase of digital assets		8,000,348			3,615,362			11,615,710
Proceeds from sale of digital assets		(7,598,130	)		(2,626,769	)		(10,224,899	)
Realized (loss) gain on sales/ exchange digital assets		(361,765	)		(443,069	)		(804,834	)
Acquired digital assets by Airdrop		17,439			-			17,439
Acquired digital assets by Liquidity Pools		81,765			-			81,765
Acquired digital assets by Staking Rewards		852						852
Digital assets used to pay fees		(17,749	)		-			(17,749	)
Impairment charges		(33,075	)		(200,567	)		(233,642	)
Balance, June 30, 2022	$	89,685		$	344,957		$	434,642
Ending balance	$	89,685		$	344,957		$	434,642

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.

26Airdrops 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.

~~As at June 30, 2022, the Company’s holdings of digital assets held, net of impairment consists of:~~34

~~SCHEDULE OF ASSETS DIGITAL HOLDING IMPAIRMENTS~~Equipment

	Units held	Carrying value, at cost less impairment
Tokens
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
Tokens Total		$	89,685

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.

Liquidity Pool Tokens
Uniswap V3	4.2	$	239,827
mooEmp	275.77		30,841
Liquidity Pool Tokens Total		$	270,668

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:

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		$	434,642

~~NOTE 4~~Mining –equipment ~~NOTES~~Straight-line ~~PAYABLE~~over –36 ~~RELATED PARTIES~~months

~~Roran~~Convertible ~~Obligations~~Financial Instruments

OnThe ~~September 19, 2017, the~~ Company ~~entered~~bifurcates ~~into~~conversion aoptions ~~Convertible~~from ~~Loan~~their ~~Agreement~~host ~~with~~instruments ~~Roran~~and ~~(the~~accounts ~~“Loan~~for ~~Agreement”).~~them ~~Pursuant~~as ~~to the~~free-standing ~~Loan~~derivative ~~Agreement,~~financial ~~Roran agreed to loan the Company an amount not to exceed a total of $150,000 in principal over 18 months. On June~~instruments ~~17,~~if ~~2019,~~certain ~~the~~criteria ~~Company~~are ~~amended the Loan Agreement increasing the loan amount to $200,000 and extending the maturity date to September 19, 2019~~met. ~~Each~~The ~~advance~~criteria ~~under~~include ~~the~~circumstances ~~Loan Agreement will be documented under a Convertible Promissory Note issued by the Company~~ in ~~favor of~~which ~~Roran~~ (~~the “Note”~~a). ~~The~~the ~~Note~~economic ~~bears~~characteristics ~~interest~~and atrisks ~~the rate~~ of ~~12% per annum. Roran has~~ the ~~right~~embedded ~~to convert all or any portion~~derivative ofinstrument ~~the~~are ~~Note~~not ~~into~~clearly ~~shares~~and ofclosely ~~the~~related ~~Company’s common stock at a conversion price equal~~ to ~~60% of~~ the ~~share~~economic ~~price.~~characteristics ~~The~~and ~~Company~~risks ~~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~~host ~~amended its Loan Agreement Note with Roran as follows: (i) the total amount to be loaned was increased to $250~~contract,~~000,~~ ~~and~~ (iib) the ~~maturity~~hybrid ~~date~~instrument that ~~was~~embodies ~~extended~~both ~~to June 19, 2020. Although~~ the ~~maturity date~~embedded ~~has~~derivative ~~passed,~~instrument ~~Roran~~and ~~has agreed to extend~~ the ~~loan~~host ~~and~~contract ~~advance~~is ~~additional~~not ~~funds~~re-measured ~~until~~at ~~further~~fair ~~negotiations~~value ~~have~~under ~~been~~otherwise ~~concluded. On~~applicable ~~June~~generally 8,accepted ~~2020,~~accounting ~~Roran~~principles ~~converted~~with ~~$124,500~~changes ~~principal~~in ~~amount~~fair ofvalue ~~its~~reported ~~promissory~~in ~~note~~earnings ~~with~~as ~~the~~they ~~Company~~occur and ~~$25,500~~(c) ofa ~~accrued~~separate ~~and unpaid interest~~instrument ~~thereon,~~with ~~totaling $150,000, into 4,166,666 shares of Company Common Stock at~~ the ~~stated~~same ~~conversion~~terms ~~price per share of $0.036. The remaining balance due on the promissory note,~~ as of the ~~conversion~~embedded ~~date,~~derivative ~~was~~instrument ~~$104,838~~would inbe ~~principal~~considered ~~and~~a ~~$19,988~~derivative ~~in interest~~instrument. AsAn aexception ~~result of the advances made pursuant~~ to ~~the~~this ~~Loan~~rule ~~Agreement,~~is when the ~~Company~~host ~~has~~instrument ~~incurred~~is ~~total~~deemed ~~obligations~~to ofbe ~~$149~~conventional,~~838~~ as ofthat ~~June~~term ~~30,~~is ~~2021~~described ~~(net~~under ofapplicable ~~debt discounts and exclusive of accrued interest)~~GAAP.

~~During~~When the ~~year~~Company ~~ended~~has ~~June~~determined ~~30,~~that ~~2022,~~the ~~Roran~~embedded ~~made~~conversion ~~non-interest~~options ~~bearing,~~should ~~unsecured,~~not ~~short-term~~be ~~cash~~bifurcated ~~advances~~from totheir ~~the~~host ~~Company~~instruments, ~~totaling~~discounts ~~$18,367~~are ~~for~~recorded for the ~~purpose~~intrinsic value of ~~paying~~conversion ~~all~~options ~~accounts~~embedded ~~payable~~in ~~before~~the instruments based upon the ~~closing~~differences between the fair value of the underlying common stock at the commitment date of the ~~SPA~~transaction and the effective conversion price embedded in the instrument.

OnBeneficial ~~September~~conversion 2,feature ~~2021,~~– The issuance of the ~~Company~~convertible ~~entered~~debt ~~into~~generated a ~~Stock~~beneficial ~~Purchase~~conversion ~~Agreement~~feature (~~the~~ “~~SPA~~BCF”), bywhich arises ~~and~~when ~~between~~a ~~(i)~~debt ~~the~~or ~~Company~~equity ~~(ii)~~security ~~Ryan Schadel~~is ~~(“Buyer”)~~issued ~~and~~with ~~(iii)~~a ~~Roran~~non-separated ~~Capital~~embedded ~~LLC~~conversion ~~(“Roran”).~~option ~~Roran~~that ~~agreed~~is tobeneficial ~~sell~~ to the ~~Buyer~~investor ~~4,247,666~~or in ~~shares~~the ~~of common~~money ~~stock~~at ofinception because the ~~Company~~conversion ~~held~~option byhas ~~Roran~~an ~~for~~effective astrike ~~total~~price ~~purchase~~that ~~price~~is ofless ~~$385,000.~~than Inthe ~~conjunction~~market ~~with~~price of the ~~SPA,~~underlying stock ~~Roran~~at ~~agreed~~the tocommitment ~~forgive all~~date. ~~amounts~~The ~~due~~Company torecognized ~~Roran~~the BCF by allocating the ~~Company~~intrinsic ~~totaling~~value ~~$207~~of the conversion option,~~644,~~ which is ~~comprised~~the number of ~~convertible~~shares ~~note~~of ~~payable~~common –stock ~~related~~available ~~party,~~upon ~~accrued interest~~conversion ~~payable~~multiplied –by ~~related~~the ~~party~~difference ~~and~~between ~~advances~~the ~~from~~effective ~~related~~conversion ~~party.~~price Inper ~~accordance~~share and ~~with~~the ~~ASC~~fair ~~470-50-40-2,~~value ~~the~~of ~~resulting~~common ~~forgiveness of~~stock ~~convertible~~per ~~note~~share ~~payable,~~on ~~accrued~~the ~~interest~~commitment ~~and~~date, ~~advances~~resulting –in ~~related~~a ~~party~~discount ofon ~~$207,644~~the isconvertible debt (recorded as ana ~~increase~~component of in additional paid-in capital). ~~within~~The ~~the~~BCF ~~statements~~is ofamortized ~~shareholders’~~into ~~equity~~interest ~~(deficit),~~expense asover the ~~debt~~life ~~forgiven~~of isthe inrelated ~~essence a capital transaction~~debt.

~~SCHEDULE OF AMOUNTS OWNED TO RELATED PARTIES~~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

The Company follows subtopic 850-10 of the ASC for the identification of related parties and disclosure of related party transactions.

27The 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.

~~Demand Promissory Note~~35

OnCommitments 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 “Holder”), 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 October 18, 2022. The Holder 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.Contingencies

OnThe ~~June~~Company ~~29,~~follows ~~2022,~~ASC ~~the~~450-20 ~~Company~~to ~~issued~~report aaccounting ~~Promissory~~for ~~Note~~contingencies. inCertain ~~the~~conditions ~~principal~~may ~~amount~~exist as of ~~$40,000~~the (date the ~~“Promissory~~consolidated ~~Note”)~~financial statements ~~for~~are ~~cash~~issued, ~~to Ryan~~which ~~Schadel~~may ~~(the~~result ~~“Holder”),~~in ~~the~~a ~~Company’s~~loss ~~Chief~~to ~~Executive~~the ~~Officer~~Company, ~~sole~~but ~~director~~which ~~and~~will ~~majority~~only ~~stockholder.~~be ~~The~~resolved ~~Promissory Note~~when ~~bears~~one ~~interest~~or atmore ~~the~~future ~~rate~~events ofoccur or ~~0.01%~~fail ~~per~~to ~~annum~~occur. ~~Any~~Management ~~unpaid~~assesses ~~principal~~such ~~amount~~contingent liabilities, and ~~any~~such ~~accrued~~assessment ~~interest~~inherently isinvolves ~~due~~an onexercise ~~June~~of ~~29, 2023~~judgment. ~~The~~In ~~Holder~~assessing ~~may~~loss ~~demand~~contingencies ~~payment~~related ofto ~~all~~legal orproceedings ~~any~~that ~~portion~~are ofpending against the ~~outstanding~~Company ~~principal~~or ~~and~~un-asserted ~~interest~~claims atthat may result in such proceedings, management evaluates the perceived merits of any ~~time.~~legal ~~The~~proceedings ~~Promissory~~or ~~Note~~un-asserted isclaims ~~unsecured~~as well as the perceived ~~and~~merits ~~there~~of isthe noamount ~~prepayment~~of ~~penalty~~relief sought or expected to be sought therein.

~~Convertible~~If ~~Promissory~~the ~~Notes~~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.

OnLoss ~~May~~contingencies ~~10,~~considered ~~2022,~~remote ~~the~~are ~~Company~~generally ~~issued~~not adisclosed ~~Convertible~~unless ~~Promissory~~they ~~Note~~involve ~~in the principal amount of $20~~guarantees,~~000~~ ~~(the~~in ~~“Promissory~~which ~~Convertible Note”),~~case ~~for cash, to Timothy Hackbart (~~the ~~“Holder”).~~guarantees ~~The~~would 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 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 $1.40 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 $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~~disclosed. During the year ended June 30, 2022, $559 of discount amortization is included in interest expense. At June 30, 2022, there was an unamortized discount balance of $19,441 to be amortized through May 2027.

~~Convertible~~Deferred ~~Promissory~~Tax ~~Notes~~Assets –and ~~Related~~Income ~~Party~~Taxes Provision

OnThe ~~March 4, 2022, the~~ Company ~~issued~~follows ~~a Convertible Promissory Note in~~ the ~~principal~~provisions ~~amount~~ of ~~$40,874~~ASC ~~(the “Promissory Convertible Note”)~~740-10-25-13, ~~for~~which ~~value~~addresses ~~received~~the ~~being~~determination ~~comprised~~ of 1whether ~~(one)~~tax ~~bitcoin,~~benefits toclaimed ~~Ryan~~or ~~Schadel~~expected ~~(the “Holder”), the Company’s~~to ~~Chief~~be ~~Executive~~claimed ~~Officer,~~on ~~sole~~a ~~director~~tax ~~and~~return ~~majority~~should ~~stockholder.~~be ~~The~~recorded ~~Convertible~~in ~~Promissory Note bears interest at~~ the ~~rate~~consolidated offinancial 3statements.5% ~~per annum.~~Under ~~Any~~ASC ~~unpaid principal amount and any accrued interest is due on March 4~~740-10-25-13, ~~2027.~~the ~~The~~Company ~~Promissory~~may ~~Note is unsecured and there is no~~recognize ~~prepayment~~the ~~penalty.~~tax Atbenefit ~~the~~from ~~option~~an ofuncertain ~~the~~tax ~~Holder,~~position ~~the~~only ~~Promissory~~if ~~Convertible~~it ~~Note~~ is ~~convertible~~more ~~into~~likely ~~shares~~than ofnot ~~the~~that ~~Company’s common stock at a conversion price of $0.50 per share. The closing price of~~ the ~~Company’s~~tax ~~common~~position ~~stock~~will ~~was~~be ~~$1.25~~sustained ~~per share~~ on ~~the date~~examination ~~the~~by ~~Promissory Convertible Note was issued. As a result of~~ the ~~conversion~~taxing ~~price~~authorities, ~~being~~based ~~lower~~on ~~than~~ the ~~market~~technical ~~price~~merits of the ~~Company’s common~~position. ~~stock~~The ontax ~~the~~benefits ~~date~~recognized ofin ~~issuance,~~ the ~~Company~~consolidated ~~recognized~~financial astatements from ~~beneficial~~such ~~conversion~~a ~~feature~~position ofshould ~~$40,874~~be ~~upon~~measured ~~issuance.~~based ~~The~~on ~~Company recorded~~ the ~~beneficial~~largest ~~conversion~~benefit ~~feature~~that ashas a ~~discount~~greater ~~(up~~than to50% ~~the~~likelihood ~~face amount~~ of ~~the~~being ~~applicable~~realized ~~note)~~upon ~~to be amortized over the life of the related~~ultimate ~~note~~settlement. ~~During~~ASC ~~the~~740-10-25-13 ~~year~~also ~~ended~~provides ~~June~~guidance 30on de-recognition, ~~2022~~classification, $2interest,~~641~~ ofand ~~discount~~penalties ~~amortization~~on isincome ~~included~~taxes, accounting in ~~interest~~interim ~~expense.~~periods Atand ~~June~~requires ~~30,~~increased ~~2022,~~disclosures. ~~there~~The ~~was an~~Company ~~unamortized~~had ~~discount~~no ~~balance~~material ofadjustments ~~$38,233~~ to beits ~~amortized~~liabilities ~~through~~for ~~March~~unrecognized ~~2027~~income tax benefits.

OnThe ~~March~~estimated ~~10,~~future ~~2022,~~tax ~~the~~effects ~~Company~~of ~~issued~~temporary adifferences ~~Convertible~~between ~~Promissory Note in~~ the ~~principal~~tax ~~amount~~basis of ~~$59,986~~assets ~~(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~~liabilities ~~stockholder.~~are ~~The~~reported ~~Convertible~~in ~~Promissory Note bears interest at~~ the ~~rate of 3.25%~~accompanying ~~per~~balance ~~annum. Any unpaid principal amount and any accrued interest is due on March 10~~sheets, ~~2027.~~as ~~The~~well ~~Promissory~~as ~~Note~~tax iscredit ~~unsecured~~carry-backs and ~~there is no prepayment penalty~~carry-forwards. ~~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~~periodically ~~stock~~reviews ~~was $1.42 per share on~~ the ~~date~~ ~~the~~recoverability ~~Promissory Convertible Note was issued. As a result~~ of ~~the conversion price being lower than the market price of the Company’s~~deferred ~~common~~tax ~~stock~~assets recorded on ~~the~~its ~~date~~balance ofsheets ~~issuance,~~and ~~the~~provides ~~Company~~valuation ~~recognized~~allowances ~~a beneficial conversion feature of $59,986 upon issuance. The Company recorded the beneficial conversion feature~~ as amanagement ~~discount~~deems ~~(up to the face amount of the applicable note) to be amortized over the life of the related note~~necessary. 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.

OnManagement ~~May~~makes 6,judgments ~~2022,~~as ~~the~~to ~~Company issued a Convertible Promissory Note in~~ the ~~principal~~interpretation ~~amount~~ of ~~$100,000 (~~the ~~“Promissory~~tax ~~Convertible Note”),~~laws ~~for~~that ~~cash,~~might tobe ~~Ryan~~challenged ~~Schadel~~upon ~~(the~~an ~~“Holder”),~~audit ~~the Company’s Chief Executive Officer, sole director~~ and ~~majority stockholder.~~cause ~~The~~changes ~~Convertible~~to ~~Promissory~~previous ~~Note bears interest at the rate~~ estimates of ~~3.25%~~tax ~~per annum~~liability. ~~Any~~In ~~unpaid principal amount and any accrued interest is due on May 6~~addition, ~~2027. The Promissory Note is unsecured and there is no prepayment penalty. At~~ the ~~option~~Company ofoperates ~~the~~within ~~Holder,~~multiple ~~the Promissory~~taxing ~~Convertible~~jurisdictions ~~Note~~and is ~~convertible~~subject ~~into~~to ~~shares~~audit ofin ~~the~~these ~~Company’s common stock at a conversion price of $0~~jurisdictions.~~50 per share.~~ ~~The~~In ~~closing price of the Company~~management’s ~~common~~opinion, ~~stock~~adequate ~~was~~provisions ~~$1.45~~for ~~per~~income ~~share~~taxes onhave ~~the~~been ~~date~~made ~~the~~for ~~Promissory~~all ~~Convertible Note was issued~~years. ~~As a~~If ~~result~~actual oftaxable ~~the~~income ~~conversion~~by ~~price~~tax ~~being lower than the market price of the Company’s common stock on the date of issuance, the Company~~jurisdiction ~~recognized~~varies afrom ~~beneficial conversion feature of $100~~estimates,~~000~~ ~~upon~~additional ~~issuance.~~allowances ~~The~~or ~~Company~~reversals ~~recorded the beneficial conversion feature as a discount (up to the face amount~~ of ~~the~~reserves ~~applicable~~may ~~note) to~~ be ~~amortized over the life of the related note~~necessary. 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.

OnTax ~~May~~years 9,that ~~2022,~~remain ~~the~~subject ~~Company~~to ~~issued~~examination aby ~~Convertible~~major ~~Promissory~~tax ~~Note~~jurisdictions inare ~~the~~generally ~~principal amount of $100,000 (~~the ~~“Promissory~~prior ~~Convertible Note”),~~three years for ~~cash,~~federal ~~to Ryan Schadel (the “Holder”)~~purposes, ~~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~~prior isfour ~~due~~years onfor ~~May~~state 9,purposes; ~~2027. The Promissory Note is unsecured and there is no prepayment penalty. At the option of the Holder~~however, ~~the Promissory~~as ~~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. As a~~ result of the ~~conversion price being lower than the market price of the~~ Company’s ~~common~~operating ~~stock on the date of issuance~~losses, ~~the~~all ~~Company recognized~~tax ayears ~~beneficial~~remain ~~conversion~~subject ~~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,~~examination ~~$2,848~~by oftax ~~discount amortization is included in interest expense~~authorities. ~~At June 30, 2022, there was an unamortized discount balance of $97,152 to be amortized through May 2027.~~

28Net Income (Loss) Per Common Share

OnThe ~~June~~Company ~~29,~~computes ~~2022,~~net ~~the~~income ~~Company~~or ~~issued~~loss aper ~~Convertible~~share ~~Promissory Note~~ in ~~the~~accordance ~~principal~~with ~~amount~~ASC of260 ~~$40,000~~Earnings ~~(the~~Per ~~“Promissory~~Share. ~~Convertible Note”),~~Under ~~for cash, to Ryan Schadel (~~the ~~“Holder”),~~provisions ~~the~~of ~~Company’s~~ASC ~~Chief Executive Officer~~260, ~~sole~~basic ~~director and majority~~net ~~stockholder.~~loss ~~The Convertible Promissory Note bears interest at the rate of 3.25%~~ per ~~annum.~~share ~~Any unpaid principal amount and any accrued interest~~ is ~~due~~computed onby ~~June~~dividing ~~29,~~the ~~2027.~~net ~~The~~loss ~~Promissory~~available ~~Note~~to iscommon ~~unsecured~~stockholders ~~and~~for ~~there is no prepayment penalty. At~~ the ~~option~~period ofby the ~~Holder,~~weighted ~~the Promissory~~average ~~Convertible~~number ~~Note is convertible into~~ of shares of ~~the Company’s~~ common stock atoutstanding aduring ~~conversion~~the ~~price of $0~~period.50 ~~per share.~~ The ~~closing~~calculation ~~price~~ of ~~the~~diluted ~~Company’s~~net ~~common~~loss ~~stock was $1.00~~ per share ongives ~~the~~effect ~~date~~to ~~the~~common ~~Promissory~~stock ~~Convertible Note was issued. As~~equivalents; ahowever, ~~result~~on ofJune ~~the~~30, ~~conversion~~2023 ~~price~~and ~~being~~2022, ~~lower~~we ~~than~~excluded the ~~market price of the Company’s~~ common stock onissuable ~~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~~warrants ~~applicable note)~~ to be6,620,000 ~~amortized~~shares ~~over~~and ~~the life of the related note. During the year ended June 30~~6, ~~2022~~600,000 ~~$22 of discount amortization is included in interest expense. At June 30~~shares, ~~2022~~respectively, ~~there~~as ~~was~~their aneffect ~~unamortized~~would ~~discount~~have ~~balance~~been ~~of $39,978 to be amortized through May 2027~~anti-dilutive.

~~NOTE 5 - RELATED PARTY TRANSACTION - 2021~~36

~~The~~Fair ~~following~~Value ~~individuals and entities have been identified as related parties based on their family affiliation with our former CEO and former Chairman~~ of ~~the~~Financial ~~Board:~~Instruments

~~Yitzhak~~The ~~Zelmanovitch~~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:

~~Roran Capital~~Level ~~LLC~~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.

~~The~~Financial ~~following~~assets ~~amounts~~are ~~were~~considered ~~owed~~Level to3 ~~related~~when ~~parties~~their ~~affiliated~~fair ~~with~~values ~~the~~are ~~former~~determined ~~CEO~~using ~~and~~pricing ~~former~~models, ~~Chairman~~discounted ofcash ~~the~~flow ~~Board,~~methodologies or similar techniques and at ~~the~~least ~~dates~~one ~~indicated:~~significant model assumption or input is unobservable.

~~SCHEDULE~~The fair OFvalue ~~CONVERTIBLE~~hierarchy ~~DEBTS~~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.

	June 30, 2021
Convertible Note Payable	$	149,838
Interest on Convertible Note Payable		36,441
Total	$	186,279

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.

~~NOTE~~Recently 6Issued –Accounting ~~SHAREHOLDERS’ EQUITY (DEFICIT)~~Pronouncements

OnIn ~~December~~August 152020, ~~2021,~~ the ~~Company~~FASB ~~filed~~issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with ~~the~~Conversion ~~Nevada~~and ~~Secretary~~Other ofOptions (Subtopic ~~State~~470-20) ~~amended~~and Derivatives and ~~restated~~Hedging—Contracts ~~articles~~in ofEntity’s ~~incorporation~~Own Equity (Subtopic 815-40). ~~The~~This ~~amended~~update ~~and~~amends ~~restated~~the ~~articles~~guidance ~~had~~on convertible instruments and the ~~effect~~derivatives ofscope ~~(i)~~exception ~~increasing~~for ~~the~~contracts ~~Company~~in an entity’s ~~authorized~~own ~~common~~equity ~~stock~~and toimproves and ~~100~~amends ~~million~~the ~~shares,~~related ~~(ii)~~earnings ~~increasing the~~per ~~Company’s~~share ~~authorized~~guidance ~~preferred~~for ~~stock~~both toSubtopics. 20This ~~million~~standard ~~shares,~~is effective for fiscal years and ~~(iii)~~interim ~~reducing~~periods within ~~the~~those ~~par~~fiscal ~~value~~years ofbeginning ~~each~~after ofDecember ~~the~~15, ~~Company’s common~~2023, ~~stock~~which ~~and~~means ~~preferred~~it ~~stock~~will tobe ~~$0.0001~~effective ~~per~~for ~~share.~~our ~~Common~~fiscal year beginning July 1, 2024. ~~stock~~Early ~~and~~adoption ~~additional~~is ~~paid-in~~permitted ~~capital~~but ~~for~~no ~~all~~earlier ~~periods~~than ~~presented~~fiscal inyears ~~these~~beginning ~~financial~~after ~~statements~~December ~~have~~15, ~~been~~2020, ~~adjusted~~including ~~retroactively~~interim toperiods ~~reflect~~within those fiscal years. We are currently evaluating the ~~reduction~~impact inof ~~par~~ASU ~~value~~2020-06 on our consolidated financial statements.

OnOther ~~March~~recent ~~11,~~accounting ~~2022,~~pronouncements ~~the~~issued ~~Company~~by ~~filed with~~ the ~~State~~FASB, ofincluding ~~Nevada~~its aEmerging ~~certificate~~Issues ofTask ~~designations~~Force, ~~for~~ the ~~Company’s~~American ~~Series~~Institute ~~A Convertible Preferred Stock (“Series A Stock”). The Series A Certificate~~ of ~~Designations~~Certified ~~provides~~Public Accountants, ~~(i)~~and the ~~number~~SEC ofdid ~~authorized shares~~not ~~will~~or beare ~~100~~not ~~(ii)~~believed ~~each~~by ~~share~~management ~~will~~to have a ~~stated~~material ~~value~~impact ofon ~~$50,000~~the ~~(iii)~~Company’s ~~each~~present ~~share~~or ~~is convertible into 100,000 shares of Company~~future ~~common~~consolidated ~~stock,~~financial ~~subject to a 9~~statements.~~99% equity blocker (iv) shares are non-voting and (v) shares are not entitled to receive dividends or distributions.~~

OnNOTE ~~March~~3 ~~16,~~– ~~2022,~~BUSINESS 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 $1.30 per share, 2,200,000 Company common stock issuable at $1.50 per share and 2,200,000 Company common stock issuable at $1.75 per share, Upon issuance on March 16, 2022, the Warrant remain exercisable for a period of five years. The weighted average remaining legal life of the warrants at June 30, 2022 is 4.71 years.ACQUISITION

~~NOTE~~On 7June –12, ~~INCOME~~2023, ~~TAXES~~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).

~~The~~Assets ~~Company~~acquired ~~had~~and noliabilities ~~income~~assumed ~~tax~~in ~~expense~~the ~~due~~Agreement towere ~~operating~~recorded ~~losses~~on ~~incurred~~the ~~for~~Company’s Consolidated Balance Sheet as of the ~~years~~acquisition date ~~ended~~of June 3012, ~~2022~~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 ~~2021~~liabilities assumed were allocated to goodwill.

~~United States~~37

~~Modifications~~The ~~for~~preliminary ~~net~~allocation ~~operating losses (NOL): Under Code Section 172(a) the amount~~ of the ~~NOL~~purchase ~~deduction~~price isand ~~equal to~~ the ~~lesser~~estimated offair ~~(a)~~market ~~the~~values ~~aggregate~~ of the ~~NOL~~assets ~~carryovers~~acquired ~~to such year~~ and ~~NOL~~liabilities ~~carrybacks~~assumed ~~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~~shown ~~the taxable income limitation to allow an NOL to fully offset income.~~below:

~~Modifications~~ SCHEDULE ofOF ~~limitation~~FAIR onMARKET ~~business~~VALUES ~~interest:~~OF ~~The~~ASSETS ~~2017~~AND 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)).LIABILITIES

The Company has not recorded the necessary provisional adjustments in the 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.

	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

~~The~~Unaudited ~~tax~~pro ~~effects~~forma results of ~~temporary~~operations ~~differences~~information ~~and~~for ~~tax~~the ~~loss~~years ~~and~~ended ~~credit~~June ~~carry~~30, ~~forwards~~2023 ~~that~~and ~~give~~2022 ~~rise~~as toif ~~significant~~the ~~portions~~Company ofand ~~deferred~~the ~~tax~~entities ~~assets~~described above ~~and~~had ~~liabilities~~been combined on ~~June~~July 301, ~~2022~~2021 are as follows. The pro forma results include estimates and ~~2021~~assumptions which management believes are reasonable. ~~comprised~~The pro forma results do not include any anticipated cost savings or other effects of the ~~following:~~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 ~~DEFERRED~~BUSINESS ~~TAX~~ACQUISITION ~~ASSETS~~PROFORMA ~~AND LIABILITIES~~INFORMATION

	Year Ended June 30, 2022			Year Ended June 30, 2021
	For the Year Ended June 30, 2023			For the Year Ended June 30, 2022
Deferred tax assets:
Revenue	$	148,182		$	82,815
Net-operating loss carryforward	$	259,803		$	77,219
Net loss	$	(592,466	)	$	(1,124,564	)
Total deferred tax assets		259,803			77,219
Net loss per share	$	(0.01	)	$	(0.02	)
Valuation allowance		(259,803	)		(77,219	)
Deferred tax assets, net of allowance	$	-		$	-

29NOTE 4 – DIGITAL ASSETS HELD, NET OF IMPAIRMENT

~~SCHEDULE~~Digital OFassets ~~PROVISION~~held, ~~FOR~~net ~~INCOME~~of ~~TAXES~~impairment have consisted of:

	Year Ended June 30, 2022			Year Ended June 30, 2021
Federal
Current	$	-		$	-
Deferred		259,803			77,219
State		-			-
Current		-			-
Deferred		-			-
Change in valuation allowance		(259,803	)		(77,219	)
Income tax provision	$	-		$	-

We have a net operating loss (“NOL”) carry forward for U.S. income tax purposes aggregating approximately $1,237,200 as of June 30, 2022, 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.


	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

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, 2022. The valuation allowance increased by approximately $182,600 as of June 30, 2022.38

~~The~~As ~~expected~~at ~~tax~~June ~~expense~~30, ~~(benefit)~~2023, ~~based on~~ the ~~U.S.~~Company’s ~~federal~~holdings ~~statutory~~of ~~rate~~digital isassets ~~reconciled~~held, ~~with~~net ~~actual~~of ~~tax~~impairment ~~expense~~consists ~~(benefit) as follows~~of:

SCHEDULE OF ~~EFFECTIVE~~ASSETS ~~INCOME~~DIGITAL ~~TAX~~HOLDING ~~RATE~~IMPAIRMENTS

	Year Ended June 30, 2022			Year Ended June 30, 2021
	Units held			Carrying value, at cost less impairment
Statutory Federal Income Tax Rate		21	%		21	%
Cryptocurrency
Non-deductible expenses		(5	)%		(5	)%
APE		20,356.45		$	41,114
Change in valuation allowance		(16	)%		(16	)%
ETH		9.94			16,138
Income tax provision	$	-		$	-
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

~~The Company has not identified any uncertain tax positions requiring a reserve as of June 30, 2022.~~39

~~NOTE~~As 8at –June ~~SUBSEQUENT~~30, ~~EVENTS~~2022, the Company’s holdings of digital assets held, net of impairment consists of:

Forward Stock Split

	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

~~On July 15,~~NOTE ~~2022,~~5 the Company’s director and shareholders approved an amendment of the Company’s Articles of Incorporation that, if filed, 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. The Board retains authority to abandon the Forward Split for any reason at any time prior to effecting the Forward Split.–EQUIPMENT

~~Demand~~ SCHEDULE ~~Promissory~~OF ~~Note – Related Party~~EQUIPMENT

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. (the “Holder”). The Holder is owned by 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. The Holder 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 Note is not paid when due, any outstanding principal and interest will accrue interest of 12% per annum.

Cost

Accumulated Depreciation

June 30, 2023

Net Book Value

June 30, 2022

Net Book Value

Mining equipment

76,759

10,143

66,616

76,759

10,143

66,616

~~Demand~~On ~~Promissory~~August ~~Note~~22, 2022, the Company made a deposit of $72,095 with USD Coin (“USDC”) to purchase 18 Antminer S19j Pro 100TH Bitcoin mining machines. These machines were deployed, became operational and ~~Common~~started ~~Stock~~to ~~Purchase~~generate ~~Warrant~~revenue on February 7, 2023.

OnDepreciation ~~August~~expense ~~12, 2022, the Company issued a Promissory Note in the principal amount of $50,000 (the “Promissory Note”)~~ for ~~cash to Tom Zarro (~~the ~~“Holder”).~~years ~~The~~ended ~~Promissory~~June ~~Note bears interest at the rate of 5.00% per annum. Any unpaid principal amount and any accrued interest is due on August 12~~30, 2023. ~~The Holder may demand payment of all or any portion of the outstanding principal~~ and ~~interest~~2022 atwas ~~any time. The Promissory Note is unsecured and there is no prepayment penalty. In event the Note is not paid when due~~$10, ~~any~~143 ~~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”). Pursuant to the terms of the Warrant, Mr. Zarro may, at any time on or after August 12, 2022 and until August 12, 2025, exercise the Warrant to purchase 20,000 shares of the Company’s common stock for an exercise price per share of $0~~.75~~, ~~subject to adjustment as provided in the Warrant~~respectively.

~~Amendment~~NOTE to6 ~~Demand Promissory Note~~ – ~~Related~~IDENTIFIED ~~Party~~INTANGIBLE ASSETS

OnIntangible ~~October~~assets ~~18,~~comprise ~~2021,~~website ~~the~~development ~~Company issued a Promissory Note in the principal amount of $100,000 (the “Promissory Note”) for cash to Ryan Schadel (the “Holder”), the Company’s Chief Executive Officer, sole director~~ and ~~majority~~design ~~stockholder.~~which ~~The Promissory~~are ~~Note~~recorded ~~bears interest~~ at ~~the rate of 0~~cost.01% per annum. Any unpaid principal amount and any accrued interest is 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 Note was increased to 5% as of and following August 29, 2022. As consideration for extension of the maturity date, the Company agreed to issue to Mr. Schadel 15,000 shares of the Company’s common stock. These shares were payable as of the date of this Report.

30 SCHEDULE OF IDENTIFIED INTANGIBLE ASSETS

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

	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		$	-

~~None~~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.

~~ITEM~~During 9Athe year ended June 30, 2023, $597 (comprising website of $347 and design of $250) and $0, respectively, was recorded as amortization. The ~~CONTROLS~~Company ~~AND~~estimates ~~PROCEDURES~~amortization over the next two years is $14,000 per annum and amortization of $13,402 in the third year.

~~Evaluation of Disclosure Controls and Procedures~~40

~~Ryan~~NOTE ~~Schadel,~~7 ~~our~~– ~~Chief~~NOTES ~~Executive~~PAYABLE ~~Officer~~– ~~and~~RELATED 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. GAAP.PARTY

~~Management~~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 ~~Report~~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 ~~Internal~~the ~~Control~~promissory ~~Over~~note, ~~Financial~~as ~~Reporting~~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).

~~Mr.~~During ~~Schadel,~~the asyear ~~our~~ended ~~Chief~~June ~~Executive~~30, ~~Officer~~2022, ~~and~~Roran ~~Chief~~made ~~Financial~~non-interest ~~Officer~~bearing, isunsecured, ~~responsible for establishing and maintaining adequate internal control over financial reporting as such~~ short-term iscash ~~defined~~advances into ~~Rule 13a-15(f) under~~ the ~~Exchange~~Company ~~Act.~~totaling An$18,367 ~~evaluation of the~~for ~~effectiveness of~~ the ~~Company’s~~purpose ~~internal control over financial reporting was performed as~~ of ~~June~~paying ~~30,~~all ~~2022.~~accounts ~~The~~payable ~~evaluation~~before ~~was based on~~ the ~~framework~~closing indate ~~2013 Internal Control — Integrated Framework issued by the Committee~~ of ~~Sponsoring Organizations of~~ the ~~Treadway Commission (“COSO”)~~SPA.

~~Because~~On ofSeptember ~~its~~2, ~~inherent limitations~~2021, ~~internal~~the ~~control~~Company ~~over~~entered ~~financial~~into ~~reporting~~a ~~may~~Stock ~~not~~Purchase ~~prevent~~Agreement or(the ~~detect~~“SPA”) ~~misstatements~~by and between (i) the Company (ii) Ryan Schadel (“Buyer”) and (iii) Roran Capital LLC (“Roran”). ~~Also~~Roran agreed to sell to the Buyer 42,476,660 ~~projections~~shares of common stock of ~~any~~ ~~evaluation~~the Company held by Roran for a total purchase price of ~~effectiveness~~$385,000. toIn ~~future~~conjunction ~~periods~~with ~~are~~the ~~subject~~SPA, Roran agreed to forgive all amounts due to Roran by the ~~risk~~Company ~~that~~totaling ~~controls~~$207,644, ~~may~~which ~~become~~is ~~inadequate~~comprised ~~because~~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 ~~changes~~convertible note payable, accrued interest and advances – related party of $207,644 is recorded as an increase in ~~conditions~~additional orpaid-in ~~that~~capital within the ~~degree~~consolidated statements of ~~compliance~~shareholders’ ~~with~~equity (deficit), as the ~~policies~~debt orforgiven ~~procedures~~is ~~may~~in ~~deteriorate~~essence a capital transaction.

~~Based~~ SCHEDULE onOF ~~our~~AMOUNTS ~~evaluation~~OWNED ~~under~~TO ~~the~~RELATED 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:PARTIES

	●	We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. As a result, errors were identified in the underlying data used to support accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.
		Debts forgiven by Roran on September 2, 2021
	●	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.
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 We– doPROMISSORY not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. ● We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. ● We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.NOTES

31Demand Promissory Note and Common Stock Purchase Warrant

~~Remediation~~On ~~Plan~~August 12, 2022, the Company issued a Promissory Note in the principal amount of $25,000 (the “Promissory Note”) for ~~Material~~cash to ~~Weaknesses~~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 ~~Internal~~the ~~Control~~Warrant. ~~over~~The ~~Financial~~fair ~~Reporting~~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.

Management of the Company is committed to improving its internal controls and subject to sufficient financial resources being available will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (ii) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there is sufficient personnel; and, (iii) may consider appointing outside directors and audit committee members in the future.41

~~Management~~Demand ~~has~~Promissory ~~discussed~~Note ~~the~~– ~~material~~Related weaknesses noted above with our independent registered public accounting firm. Due to the nature of these material weaknesses, it is reasonably possible that misstatements that could be material to the annual or interim financial statements could occur that would not be prevented or detected during our financial close and reporting process.Parties

~~This~~On ~~annual~~October ~~report~~18, ~~does~~2021, ~~not~~the ~~include~~Company anissued ~~attestation~~a ~~report~~Promissory ofNote ~~our~~in ~~registered~~the ~~public~~principal ~~accounting~~amount ~~firm~~of ~~regarding~~$100,000 ~~internal~~(the ~~control~~“Promissory ~~over~~Note”) ~~financial~~for cash ~~reporting.~~to ~~Management~~Ryan Schadel, the Company’s ~~report~~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 ~~not~~due ~~subject~~on October 18, 2022. On August 29, 2022, the Company entered into an Amendment to ~~attestation~~Promissory byNote, ~~our~~dated ~~independent~~August ~~registered~~29, ~~public~~2022, ~~accounting~~with ~~firm~~the ~~pursuant~~Holder. Pursuant to the terms of the note amendment, ~~temporary~~the ~~rules~~maturity date of the ~~SEC~~Promissory ~~that~~Note ~~permit~~was usextended to ~~provide~~October ~~only~~23, ~~management~~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 ~~report~~common instock with a fair value of $9,000. These shares were payable and reported as shares to be issued as of the date of this ~~annual~~Report. ~~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.

~~Changes~~On June 29, 2022, the Company issued a Promissory Note in ~~Internal~~the ~~Controls~~principal ~~Over~~amount ~~Financial~~of ~~Reporting~~$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.

~~There~~On ~~have~~August ~~been~~12, no2022, ~~changes~~the inCompany ~~our~~issued ~~internal~~a ~~controls~~Promissory ~~over~~Note ~~financial~~in ~~reporting~~the ~~(as~~principal ~~defined~~amount inof ~~Rules~~$50,000 ~~13a-15~~(fthe “Promissory Note”) ~~and~~for ~~15d-15~~cash to Laborsmart Inc. (f“Laborsmart”). ~~under~~Laborsmart is owned by Mr. Schadel, the ~~Exchange~~Company’s Chief Executive Officer, sole ~~Act~~director orand inmajority ~~other~~stockholder. ~~factors~~The ~~that~~Promissory ~~materially~~Note ~~affected~~bears orinterest ~~are~~at ~~reasonably~~the ~~likely~~rate toof ~~materially~~5.00% ~~affect~~per ~~our~~annum. ~~internal~~Any ~~controls~~unpaid principal amount and any ~~procedures~~accrued ~~over~~interest is due on August 12, 2023. Laborsmart may demand payment of all or any portion of the outstanding principal and ~~financial~~interest ~~reporting~~at ~~during~~any time. The Promissory Note is unsecured and there is no prepayment penalty. In event the ~~fourth~~Promissory ~~quarter~~Note is not paid when due, any outstanding principal and interest will accrue interest of ~~the~~12% ~~fiscal~~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.

~~ITEM~~NOTE 9 ~~9B.~~– ~~OTHER~~CONVERTIBLE ~~INFORMATION~~PROMISSORY NOTES

~~None.~~Convertible Promissory Notes

~~ITEM~~On 9CMay 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. ~~DISCLOSURE~~The ~~REGARDING~~Convertible ~~FOREIGN~~Promissory ~~JURISDICTIONS~~Note ~~THAT~~bears ~~PREVENT~~interest ~~INSPECTIONS~~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.

~~Not applicable.~~42

32Convertible Promissory Notes – Related Party

~~PART~~On ~~III~~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.

~~ITEM~~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 ~~DIRECTORS~~Ether, ~~EXECUTIVE~~to ~~OFFICERS~~Mr. Schadel, ~~AND~~the ~~CORPORATE~~Company’s ~~GOVERNANCE~~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.

~~Information~~On ~~Regarding~~May ~~Our~~6, ~~Board~~2022, the Company issued a Convertible Promissory Note in the principal amount of ~~Directors~~$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.

Pursuant to our bylaws, the number of directors is fixed and may be increased or decreased from time to time by resolution of our Board of Directors (the “Board”). The Company currently has one individual serving on the Board. The Company will seek to fill vacancies on the Board as it executes on its business plan and is able to fund the cost of errors and omissions insurance coverage for the Board.43

~~Information~~On ~~with~~May ~~respect~~9, 2022, the Company issued a Convertible Promissory Note in the principal amount of $100,000 (the “Convertible Promissory Note”), for cash, to ~~our~~Mr. ~~current~~Schadel, ~~directors~~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 ~~shown~~due ~~below~~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.

Name		Age		Director Since		Position(s) Held
Ryan Schadel		45		2021		Chief Executive Officer, Chief Financial Officer

NOTE 10 – SHAREHOLDERS’ EQUITY (DEFICIT)

~~Set~~On ~~forth~~December ~~below~~15, is2021, athe ~~brief~~Company ~~description~~filed with the Nevada Secretary of State amended and restated articles of incorporation. The amended and restated articles had the ~~background~~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 ~~business~~(iii) ~~experience~~reducing the par value of ~~our~~each ~~executive~~of ~~officers~~the Company’s common stock and ~~directors~~preferred stock to $0.0001 per share. Common stock and additional paid-in capital for ~~the~~all ~~past~~periods ~~five~~presented in these ~~years~~consolidated financial statements have been adjusted retroactively to reflect the reduction in par value.

~~Ryan~~On ~~Schadel.~~March ~~Mr.~~11, ~~Schadel~~2022, ~~has~~the ~~served~~Company asfiled ~~our~~with ~~Chief~~the ~~Executive~~State ~~Officer,~~of ~~Chief~~Nevada ~~Financial~~a ~~Officer~~certificate ~~and~~of adesignations ~~member~~for ofthe ~~our~~Company’s ~~board~~Series A Convertible Preferred Stock (“Series A Stock”). The Series A Certificate of ~~directors~~Designations ~~since~~provides ~~acquiring voting~~(i) ~~control~~the onnumber ~~September~~of 2authorized shares will be 100, ~~2021.~~(ii) ~~Prior~~each toshare ~~this~~will have a stated value of $50,000, ~~Mr.~~(iii) ~~Schadel~~each ~~served~~share asis aconvertible ~~CEO~~into 100,000 shares of ~~Labor~~Company ~~Smart~~common stock, ~~Inc~~subject to a 9.99% equity blocker, a(iv) ~~blue~~shares ~~collar~~are ~~staffing company~~non-voting, ~~from~~and ~~May~~(v) ~~2011~~shares are not entitled to ~~February~~receive ~~2021~~dividends or distributions.

~~Family~~On ~~Relationships~~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.

~~None~~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).

~~Involvement in Certain Legal Proceedings~~Warrants

ToOn March 16, 2022, the ~~best~~Company ofentered ~~our~~into ~~knowledge~~Stock Purchases Agreements whereby the Company issued 22 shares to Series A Stock and various Warrants for $1,100,000 ~~none~~in cash. The Warrants comprise of ~~our~~2,200,000 ~~directors~~Company orcommon ~~executive~~stock ~~officers~~issuable ~~has~~at $0.13 per share, ~~during~~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 ~~past~~Warrant ~~ten~~remains exercisable for a period of five years:.

●On August ~~been~~12, ~~convicted~~2022, inthe aCompany ~~criminal~~issued ~~proceeding or been subject to~~ a ~~pending~~common ~~criminal~~stock ~~proceeding~~purchase ~~(excluding~~warrant ~~traffic~~in ~~violations~~conjunction ~~and~~with ~~other~~a ~~minor~~Promissory ~~offenses);~~Note. ●The ~~had~~Warrant ~~any~~comprise ~~bankruptcy petition filed by or against the business or property~~ of ~~the person~~20,000 Company orcommon ofstock ~~any~~issuable ~~partnership, corporation or business association of which he was a general partner or executive officer, either~~ at ~~the~~$0.075 ~~time~~per ofshare. ~~the~~Upon ~~bankruptcy~~issuance ~~filing~~on orAugust ~~within two years prior to that time; ● been subject to any order~~12, ~~judgment~~2022, orthe ~~decree,~~Warrant ~~not~~remains ~~subsequently~~exercisable ~~reversed,~~for ~~suspended~~a orperiod ~~vacated,~~ of three any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;years.

●The weighted ~~been~~average ~~found~~remaining bylegal alife ~~court~~ of ~~competent jurisdiction in a civil action or by~~ the ~~Securities~~warrants ~~and~~outstanding ~~Exchange~~at ~~Commission~~June ~~or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law~~30, ~~and~~2023 ~~the~~is judgment has not been reversed, suspended, or vacated; ● been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3~~(a)(26)~~.70 of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a memberyears.

~~Except~~Forward asStock set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.Split

33On 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.

~~Corporate Governance~~44

~~Board~~NOTE ~~Committees~~11 ~~and~~– ~~Charters~~INCOME TAXES

~~Audit~~The ~~Committee~~Company had no income tax expense due to operating losses incurred for the years ended June 30, 2023 and 2022.

WeUnited do not currently have a separately constituted audit committee. We will consider forming an Audit Committee in fiscal 2023 and if appropriate will commence a search for new qualified board members, one of whom will meet the definition of an “audit committee financial expert”. The board of directors will also consider adopting a written audit committee charter.States

~~Compensation~~Modifications ~~Committee~~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.

WeModifications doof ~~not~~limitation ~~currently~~on ~~have~~business interest: The 2017 Tax Cuts and Jobs Act of 2017 (TCJA) generally limited the amount of business interest allowed as a ~~separately~~deduction ~~constituted~~to ~~compensation~~30% ~~committee~~of adjusted taxable income. ~~Our~~The ~~board~~Act temporarily and retroactively increases the limitation on the deductibility of ~~directors~~interest ~~has~~expense ~~not~~under ~~yet~~Code ~~determined~~Section ~~whether~~163(j)(1) from 30% to ~~create~~50% for tax years beginning in 2019 and 2020. (Code Section 163(j)(10)(A)(i) aas ~~compensation~~amended ~~committee~~by Act Section 2306(a)).

~~Nominating~~The ~~Committee~~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.

WeThe dotax ~~not~~effects ~~currently~~of ~~have~~temporary adifferences ~~separately~~and ~~constituted~~tax ~~nominating~~loss ~~committee.~~and ~~Our~~credit ~~board~~carry offorwards ~~directors~~that ~~has~~give ~~not~~rise ~~yet~~to ~~determined~~significant ~~whether~~portions toof ~~create~~deferred tax assets aand ~~nominating~~liabilities ~~committee.~~on June 30, 2023 and 2022 are comprised of the following:

~~Code~~ SCHEDULE ofOF ~~Business~~DEFERRED ~~Conduct~~TAX ASSETS AND LIABILITIES

We have not yet adopted a Code of Business Conduct, which would apply to our chief executive officer and chief financial officer, or to all directors and employees. Our board of directors plans to adopt a Code of Business Conduct as soon as practicable.

	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	$	-		$	-

~~Board~~ SCHEDULE ~~Diversity~~OF PROVISION FOR INCOME TAXES

While we do not have a formal policy on diversity, our board of directors considers diversity to include the skill set, background, reputation, type and length of business experience of our board of directors members, as well as, a particular nominee’s contributions to that mix. Our board of directors believes that diversity brings a variety of ideas, judgments, and considerations that can benefit our shareholders and us.

	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	$	-		$	-

~~Stockholder Communications~~45

We ~~do not~~ have a ~~formal~~net ~~policy~~operating ~~regarding~~loss ~~communications~~(“NOL”) ~~with~~carry ~~our~~forward ~~board~~for U.S. income tax purposes aggregating approximately $1,369,100 as of ~~directors~~June 30, or2023, ~~for~~subject to the ~~consideration~~Internal Revenue Code Section 382/383, which places a limitation on the amount of ~~director~~taxable ~~candidates~~income ~~recommended by~~that ~~shareholders.~~can Tobe offset ~~date,~~by nonet ~~shareholders~~operating ~~have~~losses ~~made~~after ~~any~~a ~~such~~change ~~recommendations~~in ownership.

~~ITEM~~In 11assessing 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. ~~EXECUTIVE~~The ~~COMPENSATION~~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.

~~There~~The ~~was~~expected notax ~~executive~~expense ~~compensation~~(benefit) ~~for~~based on the ~~fiscal~~U.S. ~~years~~federal ~~ended~~statutory ~~June~~rate ~~30,~~is ~~2022~~reconciled ~~and~~with ~~2021,~~actual ~~respectively.~~tax expense (benefit) as follows:

~~Outstanding~~ SCHEDULE ~~Equity~~OF ~~Awards~~EFFECTIVE AtINCOME ~~Fiscal~~TAX ~~Year-End~~RATE

As of June 30, 2022 and 2021, respectively, there were no outstanding equity awards. At this time, we have no plans to adopt any equity award program, though that could change in the future.

	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	$	-		$	-

~~Director~~The ~~Compensation~~Company has not identified any uncertain tax positions requiring a reserve as of June 30, 2023.

~~For~~NOTE ~~the~~12 ~~years~~– ~~ended~~SUBSEQUENT ~~June 30, 2022, and 2021, there was no director compensation. At this time we have no plans to compensate our directors, though that could change in the future.~~EVENTS

~~Executive~~Loan ~~Employment Agreements and Change-in-Control Arrangements~~Agreement

WeOn ~~have~~July ~~not~~10, 2023, the Company entered into ~~employment~~a ~~agreements~~loan oragreement ~~change-in-control~~with ~~arrangements~~Restore ~~with~~Franchise ~~any~~Group, ofLLC. ~~our~~Under ~~executive~~the ~~officers.~~loan ~~Each~~agreement ofthe ~~our~~Company ~~executive~~was ~~officers~~advanced is$30,000 anin cash. The loan bears interest at~~-will~~ ~~employee~~3% per annum, is due in one year and ~~their~~is ~~employment~~unsecured. ~~relationship~~The ~~with~~managing usmember ~~may~~of beRestore Franchise ~~terminated~~Group, atLLC ~~any~~is ~~time~~Ryan Schadel, the sole director and officer of the Company.

Mr. Schadel has agreed to work with no remuneration until such time as the Company receives sufficient revenues necessary to provide management salaries. At this time, we cannot accurately estimate when sufficient revenues will occur to implement this compensation, or what the amount of the compensation will be.46

~~There~~ITEM ~~are~~9. noCHANGES ~~annuity,~~IN ~~pension~~AND orDISAGREEMENTS ~~retirement~~WITH ~~benefits~~ACCOUNTANTS ~~proposed~~ON toACCOUNTING beAND ~~paid~~FINANCIAL to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries if any.DISCLOSURE

34None.

ITEM 129A. ~~SECURITY~~CONTROLS ~~OWNERSHIP OF BENEFICIAL OWNERS~~ AND ~~MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~PROCEDURES

~~The following table provides information regarding the beneficial ownership of our common stock as of October 7, 2022, which is also referred to herein as the “~~Evaluation ~~Date”, by: (i) each person or group who is known by us to beneficially own more than 5% of our~~ ~~common stock; (ii) each~~ of ~~our~~Disclosure ~~current~~Controls ~~directors; (iii) each of our named executive officers as set forth in Item 11 of this Annual Report;~~ and, (iv) all such directors and executive officers as a group. The table is based upon information supplied by our officers, directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.Procedures

~~Applicable~~Ryan ~~percentages~~Schadel, ~~are~~our ~~based~~Chief onExecutive ~~6,082,214~~Officer ~~shares~~and ~~outstanding~~Chief asFinancial ofOfficer evaluated the ~~Evaluation~~effectiveness ~~Date~~of our disclosure controls and procedures as of June 30, ~~adjusted~~2023. The term “disclosure controls and procedures,” as ~~required~~defined byin ~~rules~~Rule ~~promulgated~~13a-15(e) byunder the ~~SEC.~~Securities Exchange ~~These~~Act ~~rules~~of ~~generally~~1934, ~~attribute~~as ~~beneficial~~amended ~~ownership~~(the “Exchange Act”), means controls and other procedures of ~~securities~~a company that are designed to ~~persons~~ensure that ~~who~~information ~~possess~~required ~~sole~~to orbe ~~shared~~disclosed ~~voting~~by ~~power~~a company in the reports that it files or ~~investment~~submits ~~power with~~under ~~respect~~the toExchange ~~those~~Act ~~securities.~~is Inrecorded, ~~addition~~processed, summarized and reported, within the time periods specified in the SEC’s rules ~~include~~and ~~shares~~forms. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~our~~achieving ~~common~~their ~~stock~~objectives ~~issuable~~and ~~pursuant~~management necessarily toapplies its judgment in evaluating the ~~exercise~~cost benefit relationship of ~~stock~~possible controls and procedures. Based on the evaluation, ~~options~~our orChief ~~warrants~~Executive Officer and Chief Financial Officer concluded that ~~are~~our ~~either~~disclosure ~~immediately~~controls ~~exercisable~~and orprocedures ~~exercisable~~were ~~within~~not 60effective ~~days~~as of June ~~the~~30, ~~Evaluation~~2023 ~~Date.~~because ~~These~~of ~~shares~~material ~~are~~weaknesses ~~deemed~~in our internal control over financial reporting, described below in Management’s toReport beon ~~outstanding~~Internal ~~and~~Control ~~beneficially~~Over ~~owned~~Financial byReporting. Notwithstanding the ~~person~~identified ~~holding~~material ~~those~~weaknesses, ~~options~~management ~~for~~believes the ~~purpose~~financial statements ofincluded ~~computing~~in ~~the~~this ~~percentage~~Annual ~~ownership~~Report ~~of that~~on ~~person,~~Form ~~but~~10-K ~~they~~fairly ~~are~~represent ~~not~~in ~~treated~~all asmaterial ~~outstanding~~respects ~~for~~our ~~the~~financial ~~purpose~~condition, results of operations ~~computing~~and cash flows at and for the ~~percentage~~periods ~~ownership~~presented ofin ~~any~~accordance ~~other~~with ~~person~~U.S. GAAP.

	Common Stock					Series A Convertible Preferred Stock
Beneficial Owner (1)	Number of Shares Beneficially Owned		Percentage of Class (2)			Number of Shares Beneficially Owned (4)		Percentage of Class (3)
Ryan Schadel, Chief Executive Officer, Chief Financial Officer, Sole Director		4,264,266 (4)		70.11	%		-		0.00	%
All executive officers and directors as a group (1 person)		4,264,266		70.11	%		-		0.00	%
Timothy Hackbart		-		0.00	%		2		9.10	%
Tom Zarro		-		0.00	%		10		45.45	%
Daniel Giancola		-		0.00	%		10		45.45	%

Management’s Report on Internal Control Over Financial Reporting

~~Notes:~~Mr. 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 (“COSO”).

~~(1)~~Because of ~~Unless~~its ~~otherwise~~inherent ~~noted~~limitations, ~~the~~internal ~~address~~control ofover ~~the~~financial reporting ~~person~~may isnot ~~c/o~~prevent ~~Metavesco,~~or ~~Inc~~detect misstatements. Also, ~~410~~projections ~~Peachtree~~of any ~~Pkwy,~~evaluation ~~Suite~~of ~~4245,~~effectiveness ~~Cumming,~~to GAfuture ~~30041~~periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

~~(2) Based on 6,082,214 shares of common stock outstanding as of October 7, 2022 and shares of common stock that the reporting person has the right to acquire within 60 days from the date thereof.~~47

~~(3)~~ Based on 22our ~~shares~~evaluation ofunder ~~Series~~the Acriteria ~~Convertible~~set ~~Preferred~~forth ~~Stock~~in ~~outstanding~~2013 Internal Control — Integrated Framework, our Chief Executive Officer and Chief Financial Officer concluded that, as of ~~October~~June 730, ~~2022.~~2023, our internal control over financial reporting was not effective because of the identification of material weaknesses described as follows:

(4) Each share of our Series A Convertible Preferred Stock converts into 100,000 shares of our common stock. Series A Convertible Preferred Stock are non-voting. Holders of Series Preferred Stock holdings in shares of common stock of the Company may not exceed 9.99%. This limitation may be waived by the Holder with 61 days’ prior notice.

	●	We did not have controls designed to validate the completeness and accuracy of underlying data used in the determination of accounting transactions. As a result, errors were identified in the underlying data used to support accounting transactions. Accordingly, we believe we have a material weakness because there is a reasonable possibility that a material misstatement to the interim or annual financial statements would not be prevented or detected on a timely basis.

	●	We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

~~ITEM 13~~● We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. ~~CERTAIN~~Due ~~RELATIONSHIPS~~to ~~AND~~our ~~RELATED~~size ~~TRANSACTIONS~~and nature, ~~AND~~segregation ~~DIRECTOR~~of ~~INDEPENDENCE~~all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness. ● We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting. ● We do not have a functioning audit committee or outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.

~~Certain~~Remediation ~~Relationships~~Plan ~~and~~for ~~Related~~Material ~~Transactions~~Weaknesses in Internal Control over Financial Reporting

~~Roran~~Management ~~Obligations~~of the Company is committed to improving its internal controls and subject to sufficient financial resources being available will (i) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities; (ii) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there is sufficient personnel; and, (iii) may consider appointing outside directors and audit committee members in the future.

OnManagement ~~September~~has ~~19,~~discussed ~~2017,~~ the ~~Company~~material ~~entered~~weaknesses ~~into~~noted aabove ~~Convertible~~with ~~Loan~~our ~~Agreement~~independent ~~with~~registered ~~Roran~~public ~~(the~~accounting ~~“Loan Agreement”)~~firm. ~~Pursuant~~Due to ~~the~~ ~~Loan Agreement, Roran agreed to loan~~ the ~~Company~~nature ~~an amount not to exceed a total~~ of ~~$150,000 in principal over 18 months. On June~~these ~~17,~~material ~~2019~~weaknesses, ~~the~~it ~~Company~~is ~~amended~~reasonably ~~the~~possible ~~Loan~~that ~~Agreement~~misstatements ~~increasing~~that ~~the~~could ~~loan~~be ~~amount~~material to ~~$200,000 and extending~~ the ~~maturity~~annual 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~~interim ~~portion of~~financial ~~the Note into shares of the Company’s common stock at a conversion price equal to 60% of the share price. The Company recorded~~statements acould ~~BCF~~occur ~~due~~that towould ~~the~~not 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~~prevented ~~was~~or ~~increased~~detected toduring ~~$250,000,~~our ~~and~~financial ~~(ii)~~close ~~the maturity date was extended to June 19, 2020. Although the maturity date has passed, Roran has agreed to extend the loan~~ and ~~advance~~reporting ~~additional funds until further negotiations have been concluded~~process. 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 4,166,666 shares of Company Common Stock at the stated conversion price per share of $0.036. 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).

35This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

~~During~~Changes ~~the~~in ~~year~~Internal ~~ended~~Controls ~~June~~Over ~~30,~~Financial ~~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.~~Reporting

OnThere ~~September~~have 2,been ~~2021,~~no changes in ~~conjunction~~our ~~with~~internal ~~the~~controls ~~SPA,~~over ~~Roran~~financial ~~agreed~~reporting to(as ~~forgive~~defined ~~all~~in ~~obligations~~Rules ~~due~~13a-15(f) toand ~~Roran~~15d-15(f) byunder the ~~Company~~Exchange Act) ~~totaling~~or ~~$207,644 which~~in isother ~~comprised~~factors ofthat ~~convertible~~materially ~~note~~affected ~~payable~~or –are ~~related~~reasonably ~~party,~~likely ~~accrued~~to ~~interest~~materially ~~payable~~affect –our ~~related~~internal ~~party,~~controls and ~~advances~~procedures ~~from~~over ~~related~~financial ~~party~~reporting during the fourth quarter of the fiscal year ended June 30, 2023.

	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

AsITEM a9B. ~~result~~OTHER ~~of Roran agreeing to forgive all obligations, as of June 30, 2022, no obligations are due to Roran.~~INFORMATION

~~Convertible Promissory Notes – Related Party~~None.

OnITEM 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 stockholder9C. ~~The~~DISCLOSURE ~~Convertible~~REGARDING ~~Promissory~~FOREIGN ~~Note~~JURISDICTIONS ~~bears~~THAT ~~interest~~PREVENT at the rate of 3.5% per annum. 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 note. 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.INSPECTIONS

OnNot 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% per annum. Any unpaid principal amount and any accrued interest is due on March 10, 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 $1.42 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 note~~. 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.

OnPART 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 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 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. 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 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.III

OnITEM 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 stockholder10. ~~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~~DIRECTORS, ~~2027.~~EXECUTIVE ~~The Promissory Note is unsecured and there is no prepayment penalty. At the option of the Holder~~OFFICERS, ~~the Promissory~~AND ~~Convertible~~CORPORATE 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. 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 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.GOVERNANCE

36Information Regarding Our Board of Directors

OnPursuant ~~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~~our ~~Schadel (the “Holder”)~~bylaws, the ~~Company’s~~number ~~Chief Executive Officer, sole director and majority stockholder. The Convertible Promissory Note bears interest at the rate~~ of ~~3.25%~~directors ~~per~~is ~~annum.~~fixed ~~Any unpaid principal amount~~ and ~~any~~may ~~accrued interest~~be isincreased ~~due~~or ondecreased ~~June~~from ~~29,~~time ~~2027.~~to ~~The~~time ~~Promissory~~by ~~Note~~resolution ~~is unsecured and there is no prepayment penalty. At the option~~ of ~~the~~our ~~Holder,~~Board ~~the Promissory Convertible Note is convertible into shares~~ of Directors (the ~~Company’s common stock at a conversion price of $0~~“Board”).50 ~~per share.~~ The ~~closing price of the~~ Company’s ~~common~~currently ~~stock~~has ~~was~~one ~~$1.00~~individual ~~per~~serving ~~share~~ on the ~~date the Promissory Convertible Note was issued~~Board. ~~As a~~The ~~result of the conversion price being lower than the market price of the~~ Company’s ~~common~~will ~~stock~~seek onto ~~the~~fill ~~date~~vacancies ~~of issuance, the Company~~on ~~recognized a beneficial conversion feature of $40,000 upon issuance. The Company recorded~~ the ~~beneficial~~Board ~~conversion feature~~ as ait ~~discount (up~~executes toon ~~the~~its ~~face~~business ~~amount~~plan ofand ~~the~~is ~~applicable~~able ~~note)~~ to befund ~~amortized over~~ the ~~life~~cost of ~~the~~errors ~~related~~and ~~note.~~omissions ~~During~~insurance ~~the~~coverage ~~year~~for ~~ended~~the ~~June 30, 2022, $22 of discount amortization is included in interest expense~~Board. ~~At June 30, 2022, there was an unamortized discount balance of $39,978 to be amortized through May 2027.~~

~~Shareholder~~Information ~~Deficit~~with respect to our current directors is shown below.

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 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.

Name		Age		Director Since		Position(s) Held
Ryan Schadel		46		2021		Chief Executive Officer, Chief Financial Officer and Director

~~Director~~Set ~~Independence~~forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

WeRyan ~~are~~Schadel. ~~not~~Mr. ~~currently~~Schadel ~~subject~~has toserved ~~listing~~as ~~requirements~~our ofChief ~~any~~Executive ~~national~~Officer, ~~securities~~Chief ~~exchange~~Financial orOfficer ~~inter-dealer~~and ~~quotation system which has requirements that~~ a ~~majority~~member of ~~the~~our board of directors besince acquiring ~~“independent”~~voting ~~and,~~control ason aSeptember ~~result~~2, we2021. ~~are~~Prior ~~not~~to at this, ~~time~~Mr. ~~required~~Schadel toserved ~~have~~as ~~our Board~~a CEO of ~~Directors~~Labor ~~comprised~~Smart, ofInc., a ~~majority~~blue ofcollar ~~“independent~~staffing company, ~~directors”~~from May 2011 to February 2021.

37Family Relationships

~~ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES~~None

~~The~~Involvement ~~following table provides information regarding the fees billed to us by Hudgens CPA, PLLC and Haskell & White LLP~~ in ~~the~~Certain ~~years~~Legal ~~ended June 30, 2022, and 2021. All fees described below were approved by the Board:~~Proceedings

	For the years ended June 30
	2022		2021
Audit Fees (1)	$	28,400	$	24,000
Audit Related Fees (2)		-		-
Tax Fees (3)		-		-
All Other Fees (4)		-		-
Total Fees:	$	28,400	$	24,000

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

(1)	Audit Fees include fees for services rendered for the audit of our financial statements, included in our Annual Report on Form 10-K. 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 2022 is $4,250 and $24,150, respectively.
(2)	Audit 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.
(3)	Tax Fees consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.
(4)	All Other Fees consists of fees for other miscellaneous items.

	●	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

	●	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	●	been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

~~Pre-Approval Policies and Procedures~~49

~~The policy~~● been found by a court of ~~our~~competent ~~Board~~jurisdiction isin a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to ~~pre-approve~~have ~~all~~violated ~~audit~~a federal or state securities or commodities law, and ~~permissible~~the ~~non-audit~~judgment ~~services~~has ~~provided~~not bybeen ~~our~~reversed, ~~independent~~suspended, ~~auditors.~~or ~~These~~vacated; ~~services may~~● ~~include~~been ~~audit~~the ~~services~~subject of, ~~audit-related~~or ~~services~~a party to, ~~tax~~any ~~services~~federal or state judicial or administrative order, ~~and~~judgment, ~~other~~decree, ~~services.~~or ~~Pre-approval~~finding, isnot ~~generally~~subsequently ~~provided~~reversed, ~~for~~suspended upor tovacated ~~one year~~(not ~~and~~including any ~~pre-approval~~settlement isof ~~detailed~~a ascivil proceeding among private litigants), relating to ~~the~~an ~~particular~~alleged ~~service~~violation of any federal or ~~category~~state ofsecurities ~~services.~~or ~~The~~commodities ~~independent~~law ~~auditor~~or ~~and~~regulation, ~~management~~any ~~are required~~law toor ~~periodically~~regulation ~~report~~respecting financial institutions or insurance companies including, but not limited to, ~~the~~a ~~Board~~temporary ~~regarding~~or ~~the~~permanent ~~extent~~injunction, order of ~~services~~disgorgement ~~provided~~or byrestitution, ~~the~~civil ~~independent~~money ~~auditor~~penalty inor ~~accordance~~temporary ~~with this~~or ~~pre~~permanent cease-~~approval.~~and-desist ~~Any~~order, ~~proposed~~or ~~services~~removal ~~not~~or ~~included~~prohibition ~~within~~order, ~~the~~or ~~list~~any oflaw ~~pre-approved~~or ~~services~~regulation prohibiting mail or wire fraud or fraud in connection with any ~~proposed~~business ~~services~~entity; ~~that~~or ~~will~~● ~~cause~~ been the ~~Company~~subject of, or a party to, ~~exceed~~any ~~the~~sanction ~~pre-approved~~or ~~aggregate~~order, ~~amount~~not ~~requires~~subsequently ~~specific~~reversed, ~~pre~~suspended or vacated, of any self-~~approval~~regulatory byorganization (as defined in Section 3(a)(26) of the ~~Board~~Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

38Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the Commission.

~~PART~~Corporate IVGovernance

~~ITEM~~Board ~~15.~~Committees ~~EXHIBITS,~~and ~~FINANCIAL STATEMENT SCHEDULES~~Charters

(a)	(1)	The Company’s financial statements and related notes thereto are listed and included in this Annual Report (Item 8).
	(2)	Schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
	(3)	The exhibits listed in the attached Exhibit Index are filed as part of this Annual Report pursuant to Item 601 of Regulation S-K.

Audit Committee

~~ITEM~~We 16do not currently have a separately constituted audit committee. ~~FORM~~We ~~10-K~~will ~~SUMMARY~~consider forming an Audit Committee in fiscal 2023 and if appropriate will commence a search for new qualified board members, one of whom will meet the definition of an “audit committee financial expert”. The board of directors will also consider adopting a written audit committee charter.

~~None.~~Compensation Committee

~~EXHIBIT~~We ~~INDEX~~do not currently have a separately constituted compensation committee. Our board of directors has not yet determined whether to create a compensation committee.

Exhibit Number		Description
3.1		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 December 21, 2021).
3.2		Certificate of Designations for the Series A Preferred Stock, filed with the Nevada Secretary of State on March 11, 2022 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2022).
3.3		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).
3.4		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).
10.1		The 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.
10.2		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.
10.3		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.
10.4		Form of First Amendment to Loan Agreement**
10.5		Form of First Amendment to Note**
10.6		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).
10.7		Debt Forgiveness Agreement and Cancellation of Note dated September 2, 2021 by and between the Company and Roran Capital LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on September 9, 2021)
10.8		Promissory Note, dated October 18, 2021, issued by the registrant to Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on October 21, 2021).
10.9		Convertible Promissory Note, dated March 4, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 7, 2022).
10.10		Convertible Promissory Note, dated March 10, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 11, 2022).
10.11		Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #1 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).
10.12		Common Stock Purchase Warrant #1 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).
10.13		Common Stock Purchase Warrant #2 issued to Buyer #1 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 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)

Nominating Committee

39We do not currently have a separately constituted nominating committee. Our board of directors has not yet determined whether to create a nominating committee.

10.14		Common Stock Purchase Warrant #3 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.75 per share (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)
10.15		Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #2 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)
10.16		Common Stock Purchase Warrant #1 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 $1.30 per share (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)
10.17		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)
10.18		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)
10.19		Common Stock Purchase Warrant #1 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)
10.20		Common Stock Purchase Warrant #2 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.50 per share (incorporated by reference to Exhibit 10.11 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)
10.21		Common Stock Purchase Warrant #3 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.75 per share (incorporated by reference to Exhibit 10.12 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022)
10.22		Convertible Promissory Note, dated May 6, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).
10.23		Convertible Promissory Note, dated May 9, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).
10.24		Note Purchase Agreement, dated May 10, 2022, by and between the registrant and Timothy Hackbart (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

Code of Business Conduct

40We have not yet adopted a Code of Business Conduct, which would apply to our chief executive officer and chief financial officer, or to all directors and employees. Our board of directors plans to adopt a Code of Business Conduct as soon as practicable.

10.25		Convertible Promissory Note, dated May 10, 2022, issued by the registrant in favor of Timothy Hackbart (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).
10.26		Demand Promissory Note, dated June 29, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2022).
10.27		Note Purchase Agreement, dated as of August 12, 2022, by and between Metavesco, Inc. and Laborsmart, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).
10.28		Demand Promissory Note issued on August 12, 2022 by Metavesco, Inc. in favor of Laborsmart, Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).
10.29		Securities Purchase Agreement, dated as of August 12, 2022, by and between Metavesco, Inc. and Tom Zarro (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).
10.30		Demand Promissory Note issued on August 12, 2022 by Metavesco, Inc. in favor of Tom Zarro (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).
10.31		Common Stock Purchase Warrant issued on August 12, 2022 by Metavesco, Inc. to Tom Zarro (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).
10.32		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)
31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*.
31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*.
32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002*.
99.1		Final order Approving and Confirming The Receiver’s Final Report, Terminating The Receivership And Discharging The Receiver, as filed in the United States District Court for The Eastern District of Virginia Norfolk Division on 06-28-2017, incorporated by reference to Exhibit 99.1 to the Registrant’s Form 10-K as filed with the Securities and Exchange Commissions on April 12, 2018.
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Taxonomy Extension Schema Document*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

Board Diversity

*		Filed herewith.
**		Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2019.

41Stockholder Communications

~~SIGNATURES~~We do not have a formal policy regarding communications with our board of directors, or for the consideration of director candidates recommended by shareholders. To date, no shareholders have made any such recommendations.

In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.50

Date: October 7, 2022	METAVESCO, INC.
	By:	/s/ Ryan Schadel
	Name:	RYAN SCHADEL
	Title:	Chief Executive Officer and Chief Financial Officer

ITEM 11. EXECUTIVE COMPENSATION

~~Pursuant~~There towas ~~the~~no ~~requirements~~executive ofcompensation for the ~~Securities~~fiscal ~~Exchange~~years ~~Act~~ended ofJune ~~1934~~30, ~~this~~2023 ~~report is signed below by the following persons on behalf of the registrant~~ and in2022, ~~the capacities and on the dates indicated~~respectively.

NAME	TITLE	DATE
/s/ Ryan Schadel	Chief Executive Officer, Chief Financial Officer and Sole Director	October 7, 2022
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Outstanding Equity Awards At Fiscal Year-End

42As of June 30, 2023 and 2022, respectively, there were no outstanding equity awards. At this time, we have no plans to adopt any equity award program, though that could change in the future.

Director Compensation

For the years ended June 30, 2023, and 2022, there was no director compensation. At this time we have no plans to compensate our directors, though that could change in the future.

Executive Employment Agreements and Change-in-Control Arrangements

We have not entered into employment agreements or change-in-control arrangements with any of our executive officers. Each of our executive officers is an at-will employee, and their employment relationship with us may be terminated at any time.

There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees in the event of retirement at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries if any.

ITEM 12. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The 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: (i) each person or group who is known by us to beneficially own more than 5% of our common stock; (ii) each of our current directors; (iii) each of our named executive officers as set forth in Item 11 of this Annual Report; and, (iv) all such directors and executive officers as a group. The table is based upon information supplied by our officers, directors and principal shareholders and a review of Schedules 13D and 13G, if any, filed with the SEC. Unless otherwise indicated in the footnotes to the table and subject to community property laws where applicable, we believe that each of the shareholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned.

Applicable percentages are based on 66,322,140 shares outstanding as of the Evaluation Date, adjusted as required by rules promulgated by the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules include shares of our common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days of the Evaluation Date. These shares are deemed to be outstanding and beneficially owned by the person holding those options for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

	Common Stock			Series A Convertible Preferred Stock
Beneficial Owner (1)	Number of Shares Beneficially Owned	Percentage of Class (2)		Number of Shares Beneficially Owned (4)	Percentage of Class (3)

Ryan Schadel, Chief Executive Officer, Chief Financial Officer, Sole Director	42,476,660 (4)	64.05	%	-	0.00	%

All executive officers and directors as a group (1 person)	42,476,660	64.05	%	-	0.00	%

Eddy Rodriguez	5,000,000	7.54	%	-	0.00	%

Timothy Hackbart	-	0.00	%	2	9.10	%

Tom Zarro	-	0.00	%	10	45.45	%

Daniel Giancola	-	0.00	%	10	45.45	%

Notes:

(1)

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

(2)

Based 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.

(3)

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

(4)

Each share of our Series A Convertible Preferred Stock converts into 100,000 shares of our common stock. Series A Convertible Preferred Stock are non-voting. Holders of Series Preferred Stock holdings in shares of common stock of the Company may not exceed 9.99%. This limitation may be waived by the Holder with 61 days’ prior notice.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Roran Obligations

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, 2023, 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.

	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

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.

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.

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.

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.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors”.

ITEM 14 PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table provides information regarding the fees billed to us by Hudgens CPA, PLLC and Haskell & White LLP in the years ended June 30, 2023, and 2022. All fees described below were approved by the Board:

	For the years ended June 30,
	2023		2022
Audit Fees (1)	$	41,400	$	28,400

Audit Related Fees (2)		-		-

Tax Fees (3)		-		-

All Other Fees (4)		-		-

Total Fees:	$	41,400	$	28,400

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

(2)	Audit 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 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.

(3)	Tax Fees consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

(4)	All Other Fees consists of fees for other miscellaneous items.

Pre-Approval Policies and Procedures

The policy of our Board is to pre-approve all audit and permissible non-audit services provided by our independent auditors. These services may include audit services, audit-related services, tax services, and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services. The independent auditor and management are required to periodically report to the Board regarding the extent of services provided by the independent auditor in accordance with this pre-approval. Any proposed services not included within the list of pre-approved services or any proposed services that will cause the Company to exceed the pre-approved aggregate amount requires specific pre-approval by the Board.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	(1)	The Company’s consolidated financial statements and related notes thereto are listed and included in this Annual Report (Item 8).

	(2)	Schedules are omitted because they are not applicable or the required information is shown in the consolidated financial statements or notes thereto.

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

ITEM 16. FORM 10-K SUMMARY

None.

EXHIBIT INDEX

Exhibit Number		Description

3.1		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 December 21, 2021).

3.2		Certificate of Designations for the Series A Preferred Stock, filed with the Nevada Secretary of State on March 11, 2022 (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 15, 2022).

3.3		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).

3.4		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).

3.5		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).

10.1		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).

10.2		Debt Forgiveness Agreement and Cancellation of Note dated September 2, 2021 by and between the Company and Roran Capital LLC (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on September 9, 2021)

10.3		Promissory Note, dated October 18, 2021, issued by the registrant to Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on October 21, 2021).

10.4		Convertible Promissory Note, dated March 4, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 7, 2022).

10.5		Convertible Promissory Note, dated March 10, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 11, 2022).

10.6		Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #1 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.7		Common Stock Purchase Warrant #1 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.8		Common Stock Purchase Warrant #2 issued to Buyer #1 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 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.9		Common Stock Purchase Warrant #3 issued to Buyer #1 on March 16, 2022 for 1,000,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.75 per share (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.10		Securities Purchase Agreement by and among Waterside Capital Corporation and Buyer #2 dated as of March 16, 2022 (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.11		Common Stock Purchase Warrant #1 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 $1.30 per share (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.12		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).

10.13		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).

10.14		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).

10.15		Common Stock Purchase Warrant #1 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.30 per share (incorporated by reference to Exhibit 10.10 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.16		Common Stock Purchase Warrant #2 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.50 per share (incorporated by reference to Exhibit 10.11 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.17		Common Stock Purchase Warrant #3 issued to Buyer #3 on March 16, 2022 for 200,000 shares of Common Stock of Waterside Capital Corporation, at an exercise price of $1.75 per share (incorporated by reference to Exhibit 10.12 to the registrant’s Current Report on Form 8-K filed with the Commission on March 22, 2022).

10.18		Convertible Promissory Note, dated May 6, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

10.19		Convertible Promissory Note, dated May 9, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

10.20		Note Purchase Agreement, dated May 10, 2022, by and between the registrant and Timothy Hackbart (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

10.21		Convertible Promissory Note, dated May 10, 2022, issued by the registrant in favor of Timothy Hackbart (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on May 10, 2022).

10.22		Demand Promissory Note, dated June 29, 2022, issued by the registrant in favor of Ryan Schadel (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on July 1, 2022).

10.23		Note Purchase Agreement, dated as of August 12, 2022, by and between Metavesco, Inc. and Laborsmart, Inc. (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

10.24		Demand Promissory Note issued on August 12, 2022 by Metavesco, Inc. in favor of Laborsmart, Inc. (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

10.25		Securities Purchase Agreement, dated as of August 12, 2022, by and between Metavesco, Inc. and Tom Zarro (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

10.26		Demand Promissory Note issued on August 12, 2022 by Metavesco, Inc. in favor of Tom Zarro (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

10.27		Common Stock Purchase Warrant issued on August 12, 2022 by Metavesco, Inc. to Tom Zarro (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed with the Commission on August 18, 2022).

10.28		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).

10.29		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).

10.30		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).

10.31		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).

10.32		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).

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

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

32.1		Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002*.

99.1		Final order Approving and Confirming The Receiver’s Final Report, Terminating The Receivership And Discharging The Receiver, as filed in the United States District Court for The Eastern District of Virginia Norfolk Division on 06-28-2017, incorporated by reference to Exhibit 99.1 to the Registrant’s Form 10-K as filed with the Securities and Exchange Commissions on April 12, 2018.

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*

*		Filed herewith.

**		Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on June 21, 2019.

SIGNATURES

Date: October 13, 2023	METAVESCO, INC.

	By:	/s/ Ryan Schadel
	Name:	RYAN SCHADEL
	Title:	Chief Executive Officer and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report is signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME	TITLE	DATE

/s/ Ryan Schadel	Chief Executive Officer, Chief Financial Officer and Sole Director	October 13, 2023
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Filing Compare · Metavesco, Inc.