UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2016~~2017

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 000-54994

~~Vapetek~~Nodechain, Inc.

(Exact name of registrant as specified in its charter)

	Delaware	46-3021464
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
	580 West Cheyenne Ave. STE 160 North Las Vegas, NV	89030 (Zip Code)
	5445 Oceanus Drive, Suite 102 Huntington Beach, CA	92649 (Zip Code)
	(Address of Principal Executive Offices)

Issuer's telephone number: 1(714) 916-~~888-827-3451~~9321

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Exchange Act:

Title of each class

Name of each exchange on which

registered

Common Stock, $.0001

N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

[ ] Yes [X] No

Indicate by check mark whether the registrant (1) has 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.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

Indicate by check mark whether the ~~registrant~~ registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a ~~small~~smaller reporting company or, an emerging growth company. See ~~definition~~ the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and ~~small~~“emerging ~~reporting~~growth company”, in Rule 12b-2 of the ~~Securities~~ Exchange Act ~~of 1934~~.

Large accelerated filer [☐ ] Accelerated filer [☐ ] Non-accelerated filer [☐ ](Do not check if smaller reporting company) Smaller reporting company [X] Emerging growth company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 30, ~~2016~~2017 was approximately $0.00 . No market value has been computed based upon the fact that no active trading market was established at June 30, 2017. Active trading of our common stock began in the fourth quarter of 2017.

As of April 113, ~~2017~~2018, there were approximately 7785,~~520~~140,000 shares of common stock and no shares of preferred stock issued and outstanding.

~~-1-~~2

Table of Contents

TABLE OF CONTENTS

~~vapetek~~NODECHAIN, INC.

PART I		PAGE
Item 1	Business	34
Item 1A	Risk Factors	76
Item 1B	Unresolved Staff Comments	1714
Item 2	Properties	1714
Item 3	Legal Proceedings	1714
Item 4	Mine Safety Disclosures	1714
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1715
Item 6	Selected Financial Data	1815
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1815
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	18
Item 8	Financial Statements and Supplementary Data	~~F1-F11~~19
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1933
Item 9A	Controls and Procedures	1933
Item 9B	Other Information	1934
PART III
Item 10	Directors, Executive Officers and Corporate Governance	2034
Item 11	Executive Compensation	2137
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2238
Item 13	Certain Relationships and Related Transactions, and Director Independence	2238
Item 14	Principal Accounting Fees and Services	2340
PART IV
Item 15	Exhibits, Financial Statement Schedules	2340
	Signatures	2442

~~-2-~~3

Table of Contents

PART I

Item 1. Business.

Vapetek is a company engaged in developing, marketing and selling electronic cigarettes (“e-cig”), e-liquids, rechargeable batteries and vapor devices in the emerging growth e-cigarette industry. The Company’s business product mix currently stands at approximately 25% e-liquids and 75% devices, which consist of e-cig, rechargeable batteries and vapor devices. Thus far the majority of our revenues have been from the sale of 3 products: the Vapetek Liquivape e-Liquid, Dripstix E-Liquid, 1100mAh and 1500mAh Vapetek Batteries. All of our products are U.S. pharmacopeia (USP) grade which means our e-liquids meet the product quality and standards set by The United States Pharmacopeial Convention, a non-profit organization that publishes food ingredients and dietary supplements. Food ingredients, flavorings and colorings, are reviewed by the USP and these standards are used by regulatory agencies and manufacturers to help ensure that these products are of appropriate identity, as well as strength, quality, purity and consistency.

As of December 31, 2016 the Company’s executive offices were located at Huntington Beach, CA, at 5445 Oceanus Drive, Suite 102, Huntington Beach, CA, 92649. We have since changed the location of our executive offices to 580 West Cheyenne Ave. STE 160 North Las Vegas, NV 89030. All of our operations now take place at this new location.

FORWARD-LOOKING STATEMENTS

Subject to Section 21 E, of the Exchange Act, this Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.

When used in this Annual Report, the words “plan”, “believes,” “continues,” “expects,” “anticipates,” “estimates,” “intends”, “should,” “would,” “could,” or “may,” and similar expressions are intended to identify forward looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this Annual Report.

In this Annual Report on Form 10-K, ‘‘~~Vapetek~~Nodechain,’’ the “Company,’’ ‘‘we,’’ ‘‘us,’’ and ‘‘our,’’ refer to ~~Vapetek~~Nodechain, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending December 31st. Unless otherwise indicated, the term ‘‘common stock’’ refers to shares of the Company’s common stock.

~~Corporate~~PART ~~History~~I

~~The~~Item ~~Company~~1. ~~was incorporated under the laws of the State of Delaware on June 18, 2013, with an objective to acquire, or merge with, an operating business~~Business.

~~On March 6~~Nodechain, ~~2014,~~Inc.’s wecurrent ~~entered~~business ~~into a~~operations ~~Share~~are ~~Purchase~~comprised ~~Agreement, resulting in a change~~ of ~~control,~~activities ~~with~~revolving ~~Alham~~around ~~Benyameen and Andy Michael Ibrahim whereby Richard Chiang our Chairman of~~ the ~~Board of Directors~~blockchain, ~~President,~~with ~~CEO,~~a ~~CFO~~particular ~~and~~emphasis ~~Secretary~~on ~~elected~~digital ~~Mr.~~cryptocurrency ~~Benyameen~~mining ~~as our Chairman of the Board of Directors~~ and Mrtransaction validation. ~~Ibrahim as our President, CEO, CFO, Secretary and Member of our Board of Directors.~~

~~Under~~The ~~the~~Company ~~terms~~utilizes, ofat ~~the agreement~~present, ~~Mr.~~forty-five ~~Chiang~~mining ~~our~~computers ~~former~~(rigs) ~~President~~that ~~and~~include ~~CEO sold 7~~1070,~~200,000~~ ~~shares~~1070Ti ofand ~~Vapetek,~~AMD ~~Inc.,~~570 ~~formerly~~and ~~known~~580 asGPUs ~~ALPINE~~per ~~2 Inc~~unit. toOur ~~Mr.~~mining ~~Benyameen~~rigs ~~and Mr.~~are ~~Ibrahim~~capable inof ~~exchange~~efficiently mining ~~for~~approximately $~~20,000.~~400-$500 ~~Mr.~~per ~~Chiang~~month ~~simultaneously resigned from his positions held~~ in ~~the~~Ethereum ~~Company.~~cryptocurrency ~~Upon the closing of our Share Purchase Agreement, we entered into an employment agreement with Mr. Benyameen~~ and ~~Mr.~~$500-600 ~~Ibrahim~~per asmonth ~~officers and directors of ALPINE 2 Inc. We issued~~ in ~~advance~~Bitcoin ~~20,000,000~~cryptocurrency ~~shares~~per ~~of our common stock to Mr. Benyameen and 20,000,000 shares of our common~~mining ~~stock to Mr~~rig. ~~Ibrahim.~~It ~~These~~must ~~shares~~be ~~were~~noted ~~valued~~that ~~at par $0.0001 at~~ the ~~time~~projected ofrevenue ~~transfer.~~estimates ~~Immediately~~are ~~after~~directly ~~the~~linked ~~closing~~to of the ~~Share Purchase~~highly ~~Agreement,~~volatile wecurrency ~~had~~market ~~50,000,000 shares of common stock outstanding, no shares of preferred stock, no options,~~ conditions and nodaily ~~warrants outstanding.~~Bitcoin On(BTC) ~~March 12, 2014, we filed a certificate of amendment of certificate of incorporation with the State of Delaware~~ and onEthereum ~~March~~(ETH) ~~25, 2014, officially amended our name from ALPINE 2 Inc~~pricing.~~, to Vapetek Inc.~~

~~On April~~Cryptocurrency 1,mining ~~2014,~~is the ~~Company~~underlying ~~entered~~system that ~~into~~allows aBitcoin, ~~product~~Ethereum, ~~distribution~~and ~~agreement~~other ~~with~~cryptocurrencies, ~~West~~to ~~Coast~~be ~~Vape~~traded ~~Supply~~in ~~Inc~~a decentralized manner. toIt ~~supply~~revolves ~~electronic cigarettes,~~around ~~vaporizers~~a ledger, or ~~e-liquids~~database, ~~and~~that ~~accessories,~~is continuously updated and ~~other~~accessible ~~third~~to ~~party~~the ~~products~~public. ~~West~~Nodes ~~Coast~~have ~~Vape~~a ~~Supply~~copy ~~Inc.~~of isthe aledger ~~related~~and ~~party~~verify the transactions ~~and~~by ~~owned~~completing ~~100%~~difficult mathematical problems by utilizing the ~~management~~GPU of ~~Vapetek~~the ~~Inc~~mining rigs. ~~This agreement~~ isThe ~~still~~validators ~~active~~are called “miners”. They authenticate and ~~Vapetek~~group ~~continues~~transactions into cryptographically protected “blocks” which are then added to ~~supply~~the ~~and~~public “chain”. ~~sell~~Cryptocurrency ~~West~~miners ~~Coast~~are ~~Vape~~slowly ~~Supply~~rewarded ~~its~~with ~~line~~Bitcoin ofor ~~products~~Ethereum for carrying out this work, which involves substantial computing power.

~~On August~~In ~~11,~~addition ~~2014,~~to weour ~~entered~~five ~~into~~current amining ~~Licensing~~rigs we ~~Agreement~~may, ~~with~~in ~~PennyGrab Inc. (“PennyGrab”). PennyGrab is~~ the ~~owner of technology~~future, ~~including~~create ~~software~~additional ~~code,~~mining ~~relating~~rigs ato ~~website~~increase ~~designed~~our ~~for~~operations. ~~wholesale,~~The ~~retail,~~majority ~~and~~of ~~online~~mining ~~auction~~companies ~~compatible~~purchase ~~products.~~ASIC ~~The~~based ~~software~~mining ~~code~~rigs isfrom aChina, ~~PHP~~which ~~website~~requires ~~script~~a ~~that~~long iswaiting ~~100%~~period. ~~customizable~~In ~~and~~contrast, iswe ~~SEO~~believe ~~friendly~~all ~~that~~of ~~improves~~our ~~site~~mining ~~search~~rigs ~~engines~~will ~~rankings.~~be created ~~The~~in-house ~~software~~with ~~code~~hardware isfrom ~~the~~US ~~“Licensed~~based ~~Technology~~suppliers.” ~~Pursuant~~It tois the ~~Agreement,~~belief ~~PennyGrab~~of ~~granted to~~ the Company anthat ~~exclusive, transferable~~building ~~(including~~rigs ~~sublicensable)~~from ~~worldwide perpetual license of~~ the ~~Licensed~~ground ~~Technology,~~up towill ~~make, use, lease, and sell products~~allow ~~incorporating~~us ~~the Licensed Technology (the “Licensed Products”). The Company is required~~ to ~~pay~~scale toour ~~PennyGrab~~mining ~~royalty payments~~operations ~~equal~~significantly tofaster ~~$100~~than ~~per~~many ~~year~~competitors. ~~This agreement is still active. To date there has been no revenue from the licensing agreement.~~

OnAt ~~September~~present ~~23,~~we ~~2014~~will wefocus ~~filed~~on anmining ~~8-K~~Bitcoin ~~regarding~~and aEthereum, ~~change~~which inhave ~~shell~~seen ~~Company~~substantial ~~Status~~and asvery public growth since their introduction. Our mining rigs are capable of mining alternative cryptocurrencies and we ~~were~~may noevaluate, ~~longer~~in tothe befuture, ~~deemed~~mining aadditional ~~shell~~cryptocurrencies ~~Company~~such as weZcash, ~~had~~Ethereum ~~more~~Classic, Bitcoin ~~than~~Gold ~~nominal~~and ~~operations~~Monero. ~~There~~ ~~are~~Such ~~currently~~plans nohave ~~outstanding~~not ~~comments~~been fully developed at this point in ~~regards~~time. toWe ~~the~~store ~~8-K~~our ~~filed~~mined Bitcoin and asEthereum in a high-security, state-of-the-art ~~today~~cold westorage ~~are~~wallets nousing ~~longer~~the ~~deemed~~advanced tocold bestorage awallet ~~shell Company~~system provided by Coinbase.

OnIn ~~April~~order 6,to ~~2015~~market ~~the~~and ~~Company~~increase ~~completed~~awareness of our Company we have hired a ~~reverse~~third ~~stock~~party ~~split~~graphic inartist ~~which~~and ~~every~~website ~~eight~~developer ~~shares~~to ofcreate ~~common~~and ~~stock~~build ~~became~~a ~~one~~new ~~share~~website offor ~~common~~our ~~stock~~Company. This website is currently under development, although we anticipate it will be fully completed within several months.

~~-3-~~In the future, the Company intends to, through as of yet unidentified means, expand its operations into different sectors related to the blockchain including, but not strictly limited to, dynamic cryptocurrency mining applications, blockchain applications, solidity smart contract development, cryptocurrency hashpower leasing, sales, service and B2B cryptocurrency consultation.

~~Table of Contents~~4

~~Industry~~At ~~Overview~~present all of our mining rigs are managed and operated solely by our officers and directors.

~~This~~The ~~section~~Company’s ~~includes~~executive ~~market and industry~~offices ~~data~~are ~~that~~located wein ~~have~~Huntington ~~developed~~Beach, ~~from~~CA, ~~publicly~~at ~~available~~5445 ~~information;~~Oceanus ~~various~~Drive, ~~industry~~Suite ~~publications~~102, ~~and~~Huntington ~~other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable~~Beach, ~~we have not independently verified the data. Our internal data~~CA, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions92649.

AsCorporate of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.History

~~Electronic~~The ~~Cigarette~~Company &was ~~Vapor~~incorporated ~~Industry~~under the laws of the State of Delaware on June 18, 2013, with an objective to acquire, or merge with, an operating business.

~~Electronic~~On ~~cigarettes,~~March ~~or “e-cigs” as they are sometimes referred to~~6, ~~are a new addition to the market~~2014, inwe anentered ~~early~~into ~~stage of development that has evolved rapidly~~a ~~over~~Share ~~the~~Purchase ~~past~~Agreement, ~~few~~resulting ~~years.~~in ~~The~~a ~~primary~~change ~~uses~~ of ~~electronic~~control, ~~cigarettes~~with ~~include~~Alham ~~recreational~~Benyameen ~~use~~and asAndy ~~well~~Michael asIbrahim ~~smoking~~whereby ~~cessation~~Richard ~~devices.~~Chiang Atour ~~the~~Chairman ~~core~~ of the ~~device~~Board isof ~~its~~Directors, ~~atomizer~~President, aCEO, ~~technology~~CFO ~~that heats a nicotine-infused propylene glycol liquid~~ and ~~then~~Secretary ~~converts it~~elected ~~into~~Mr. aBenyameen ~~vapor~~as ~~that~~our ~~users~~Chairman ~~inhale~~of ~~through~~the aBoard ~~plastic~~of Directors ~~cartridge~~and ~~mouthpiece~~Mr. ~~The~~Ibrahim ~~device~~as isour ~~powered by a lithium-ion battery~~President, ~~which is rechargeable through a USB port~~CEO, ~~an AC wall outlet~~CFO, aSecretary ~~car~~and ~~adapter~~Member orof aour ~~portable~~Board ~~charging~~of ~~case~~Directors.

~~Electronic~~Under ~~cigarettes~~the ~~were~~terms ~~invented~~of the agreement, Mr. byChiang ~~Hon~~our ~~Lik~~former President and CEO sold 7,200,000 ashares ~~Chinese~~of ~~pharmacist~~Nodechain, ~~who~~Inc., ~~introduced~~formerly itknown as ALPINE 2 Inc. to ~~the~~Mr. ~~Chinese~~Benyameen and ~~market~~Mr. Ibrahim in ~~2004~~exchange for $20,000. Mr. Chiang simultaneously resigned from his positions held in the Company. Upon the closing of our Share Purchase Agreement, we entered into an employment agreement with Mr. Benyameen and ~~expanded~~Mr. ~~sales~~Ibrahim ~~internationally~~as officers and directors of ALPINE 2 Inc. We issued in ~~2006~~advance 20,000,000 shares of our common stock to Mr. Benyameen and 20,000,000 shares of our common ~~According~~stock to Mr. Ibrahim. These shares were valued at par $0.0001 at the ~~FDA~~time of transfer. Immediately after the closing of the Share Purchase Agreement, ~~there~~we ~~are~~had ~~more~~50,000,000 ~~than~~shares ~~400~~of ~~manufacturers~~common stock outstanding, no shares of ~~e-cigarette~~preferred ~~devices~~stock, no options, and ~~components~~no ~~worldwide~~warrants outstanding. On March 12, 2014, we filed a certificate of amendment of certificate of incorporation with the ~~largest~~State of ~~which~~Delaware isand ~~Joyetech~~on March 25, a2014, ~~Chinese~~officially ~~manufacturer~~amended our name from ALPINE 2 Inc., to Vapetek, Inc.

~~Electronic~~On ~~cigarettes~~April ~~represent~~1, ~~a niche market~~2014, ~~although~~the itCompany ~~should~~entered into bea ~~noted~~product ~~that~~distribution ~~the~~agreement ~~past~~with ~~few~~West ~~years~~Coast ~~have~~Vape ~~seen~~Supply aInc. ~~significant~~to ~~rise~~supply inelectronic ~~the~~cigarettes, ~~number~~vaporizers, ofe-liquids, and ~~market~~accessories, ~~entrants. The global~~and eother third-~~cigarette~~party ~~market~~products. ~~CAGR~~West ~~(Compound~~Coast ~~Annual~~Vape ~~Growth~~Supply ~~Rate)~~Inc. ~~grew~~is ~~57%~~a ~~between~~related party ~~2010~~ and ~~2012,~~owned ~~and~~100% isby ~~currently~~the ~~north~~management of ~~Two Billion Dollars ($2~~Nodechain,~~000,000,000)~~ Inc.

~~The~~On ~~first-generation~~August ~~e-cigarettes~~11, ~~led the~~2014, ~~initial~~we ~~growth~~entered into ofa ~~this~~Licensing ~~exciting~~Agreement ~~new~~with ~~industry,~~PennyGrab ~~but~~Inc. it(“PennyGrab”). PennyGrab is the ~~second~~owner ~~and~~of ~~third~~technology, ~~generation~~including ~~of devices~~software code, ~~that~~relating ~~are~~a ~~now~~website ~~available~~designed for wholesale, ~~that~~ ~~are~~retail, ~~now~~and ~~growing~~online ~~the~~auction ~~industry~~compatible atproducts. The software code is a ~~rapid~~PHP ~~rate.~~website script ~~Known~~that asis ~~vapor~~100% customizable and ~~tanks,~~is orSEO ~~“e-vapor”,~~friendly ~~this~~that ~~sub-category~~improves ofsite ~~cigarettes, when~~search ~~coupled~~engines ~~with~~rankings. ~~the~~The ~~first-generation~~software ~~e-cigarettes,~~code ~~are~~is ~~expected~~the to“Licensed Technology.” ~~grow~~Pursuant to the ~~market~~Agreement, PennyGrab granted to ~~over~~the ~~Ten~~Company ~~Billion~~an ~~Dollars~~exclusive, transferable (~~$10,000,000,000~~including sublicensable) inworldwide ~~sales~~perpetual bylicense ~~2017.~~of Ifthe ~~everything~~Licensed ~~continues~~Technology, asto ~~projected~~make, ~~then~~use, ~~within~~lease, ~~the~~and ~~next~~sell ~~decade~~products incorporating the ~~total~~Licensed ~~sales~~Technology (the ~~from~~“Licensed ~~this~~Products”). ~~e-cigarette~~The ~~market~~Company is required to pay to PennyGrab royalty payments equal to $100 per year. To ~~will~~date ~~surpass~~there ~~traditional~~has ~~cigarettes~~been ~~within~~no revenue from the ~~next~~licensing ~~decade~~agreement.

~~When~~On ~~first~~September ~~launched~~23, ~~e-cigarettes were~~2014 ~~sold~~we ~~exclusively~~filed ~~via~~an ~~online e~~8-~~commerce~~K regarding ~~channels.~~a ~~Over~~change ~~time~~in ~~online~~shell ~~retailers~~Company ~~turned~~Status toas ~~the~~we ~~brick-and-mortar~~were ~~model~~no tolonger ~~allow consumers~~ to ~~experience~~be ~~the~~deemed ~~product~~a ~~first~~shell ~~hand.~~Company Atas ~~present,~~we ~~there~~had ~~are~~more ~~three~~than ~~primary~~nominal ~~methods~~operations. There inare ~~which~~currently ~~e-cigarettes~~no ~~are~~outstanding ~~sold.~~comments ~~About 30%~~in ofregards ~~all~~to ~~sales~~the ~~of e~~8-~~cigarettes~~K ~~are~~filed ~~sold~~and ~~through~~as ~~convenience~~of ~~stores,~~today ~~26%~~we are ~~sold~~no ~~online,~~longer ~~and~~deemed ~~17%~~to ~~are~~be ~~sold~~a ~~through~~shell ~~retail vape-shops~~Company.

~~The~~On ~~leading~~April ~~players in this highly-fragmented market are Lorillard~~6, 2015 the ~~parent~~Company ~~company~~completed a toreverse ~~Blu~~stock (asplit ~~leading~~in ~~e-cigarette~~which ~~company~~every ~~with~~eight ~~roughly~~shares ~~40.2%~~ of ~~the~~common ~~domestic e-cigarette~~stock ~~market),~~became ~~Joyetech,~~one ~~NJOY,~~share ~~Reynolds~~of ~~American~~common ~~and Altria~~stock. ~~There are currently more than 250 different brands in the U.S. that offer e-cigarette products.~~

~~Our~~On December ~~Business~~1, 2017, the Board of Directors and majority stockholder of the Company approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from Vapetek, Inc. to Nodechain, Inc. On that date, the Company filed a Certificate of Amendment with the State of Delaware.

Vapetek is a technology company engaged in developing, marketing and selling electronic cigarettes (“e-cig”), e-liquids, rechargeable batteries and vapor devices in the emerging growth e-cigarette industry. The Company’s business product mix currently stands at approximately 25% e-liquids and 75% devices, which consist of e-cig, rechargeable batteries and vapor devices. Thus far the majority of our revenues have been from the sale of 3 products: the Vapetek Liquivape e-Liquid, Dripstix E-Liquid, 1100mAh and 1500mAh Vapetek BatteriesEmployees

~~All~~As of ~~our~~the ~~products~~date ~~are~~of ~~U.S. pharmacopeia~~this ~~(USP)~~report ~~grade~~our ~~which~~employees consist ~~means~~of our ~~e-liquids~~two ~~meet~~officers, Alham Benyameen, the ~~product~~Company’s ~~quality~~Chairman ~~and~~of ~~standards~~the ~~set~~Board byof ~~The~~Directors ~~United~~and ~~States~~Andy ~~Pharmacopeial~~Michael Ibrahim, ~~Convention~~the Company’s President, aCEO, ~~non-profit~~CFO, ~~organization~~Secretary ~~that~~and ~~publishes~~Member ~~food~~of ~~ingredients~~the ~~and~~Board ~~dietary~~of ~~supplements~~Directors; and directors. ~~Food~~We ~~ingredients,~~consider ~~flavorings~~our ~~and~~relationship ~~colorings,~~with ~~are~~our ~~reviewed~~employees byto ~~the~~be ~~USP~~stable. ~~and~~The ~~these~~Company ~~standards~~sees ~~are~~the ~~used~~need byfor ~~regulatory~~a ~~agencies~~sales ~~and~~manager, ~~manufacturers~~sales toassociate, ~~help~~outside ~~ensure~~sales ~~that~~associate, ~~these~~product ~~products~~formulation ~~are~~manager, ofwarehouse ~~appropriate identity~~manager, aswarehouse ~~well~~associate asand ~~strength,~~web ~~quality,~~developer ~~purity~~in ~~and~~the ~~consistency~~immediate future.

The Company has positioned itself as a technology company focused on the adoption of electronic vaporizing cigarettes (commonly known as “e-cigarettes”) by the world’s 1.2 Billion smokers. The Company provides high quality e-cigarette devices, electronic refillable and rechargeable atomizers and e-liquids offering a much safer alternative delivery system for nicotine. There are an estimated 300,000,000 people in the United States, with approximately 28% or 84,000,000 of the population classified as active cigarette smokers. 5

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A key proposition of an e-cigarette is that it eliminates odor. One of the top reasons people ‘hate smokers’ is the smell of the burning cigarette. The Smoker smells bad, their clothes smell bad, and their breath smells bad, as well as the health issues associated with second hand smoke. The Electronic Cigarettes we are bringing to market deliver the nicotine through atomizing cartridges containing nicotine and water. This allows the Nicotine to be delivered through the lungs with Water Vapor, eliminating most all the health issues related to smoking a traditional cigarette (Examples include tar and over 4000 Carcinogenic Chemicals). The Electronic Cigarette also eliminates the smell, stink and ash associated with the burning of traditional cigarettes.

Currently the Company has customers both domestically and overseas in Japan and the United Kingdom . It should be noted that the Company expects to continue developing domestic and international sales of its products in markets that it considers to be emerging for e-cigarette devices and products, such as in South America. As of this time we are researching potential targets in which to expand our reach, but we do not have concrete overseas expansion plans at this time.

*All of our current products are third party products created by third party manufacturers branded under our own trademark.

Current Products

- The Vhit DABlaster Atomizer. This product is designed for wax, and its principal feature is its portability. The DABlaster is 510 threaded and connects directly into most electronic cigarette pens. The DABlaster can heat up dry wax within seconds, thereby ensuring satisfying vapor. This product is commercially available and is made from premium stainless steel, pyrex glass tube and a standard 510 thread.

- Electronic Battery Starter Kit. This product is designed as the Company’s vaporizer starter kit with an adjustable variable voltage that gives the user complete control when vaporizing dry herbs or wax. This product is commercially available.

- Vapetek Liquivape e-Liquid: The Vapetek Liquivape-liquid is a branded line of flavored cartridges in 100 ml size, as of the first quarter of 2017, with several flavors. Key ingredients that we use in e-liquids are all U.S. pharmacopeia (USP) grade and kosher. This product is commercially available.

Current Flavor Offerings:

- Liquivape eJuice Strawbomb Mellon

- Liquivape eJuice Willy's Berry Lemonade

- Liquivape eJuice Orange Julius

- Liquivape eJuice Redhead

- Liquivape eJuice Apple Tropicana

- Liquivape eJuice Grapevape

- Liquivape eJuice Cookie Boy

- Liquivape eJuice SnicSnax

- Liquivape eJuice Java the Hut

- Liquivape eJuice The Red Pack

- Liquivape eJuice The White Pack

- Liquivape eJuice The 100s Pack

- Liquivape eJuice The Turkish Crush

- Liquivape eJuice The Cuban Cigar

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Our Vapetek Liquivape e-Liquid contain low levels of nicotine which are disclosed on our bottles. Our e-Liquids carry 6 milligrams, 12 milligrams and 18 milligrams, but no amounts higher than the previously disclosed values.

In the fourth quarter of 2015 we released our second line of e-Liquids “Dripstix”, which consists of the flavors “Strawberry Moon”, “Boomerang” and Peppermint Menthol. The Dripstix flavors have been added to our product line as a result of a working arrangement with JJuice LLC. During the first quarter of 2016 we released our popular menthol flavors named “Menthol Tribe”. Additionally, it should be noted that Vapetek has begun selling eLiquid bottles designed specifically for the Vapor market in the United States which come in an assortment of 30ml, 60ml, 120ml and 180ml size bottles.

Customers, Distribution and Marketing

Currently, the Company sells its products through its corporate website www.vapetek.com to both retail and wholesale dealer accounts. The wholesale dealer accounts generally provide a wholesale price to volume purchasers. As of the date of this report, the Company has four wholesale dealer accounts, not including its distribution agreement with West Coast Vape Supply Inc.

The Company has begun to advertise through eliquid-ads.com. This method of advertising consists of email campaigns and targeted advertising through ejuice.co, which is owned by Ecigarette Distributors. In the future we have unidentified and undeveloped plans to target and advertise through other complementary websites.

The Company has an active distribution agreement with West Coast Vape Supply Inc., an e-cigarette distributor co-owned by Alham Benyameen and Andy Michael Ibrahim, the Company’s Chairman of the Board of Directors and the Company’s President, CEO, CFO and Secretary, respectively.

Third Party Products

The Company currently carries third party manufactured products which include, but are not limited to, the eJoint, EVO, and DABlaster products produced by National Gourmet, Smoke Vapor, Vaporijoye, Youde Technologies, and Shenzhen Seego.

Marketing

The Company currently relies on attending and presenting our products at industry trade shows as its principal marketing activity. The Company’s tradeshow booth provides information about its products, and host product presentations to attendees. On average the Company intends to, and has attended, two trade shows per quarter with presentations in its booth during these shows.

Manufacturing

We have limited manufacturing capabilities for select products, such as our e-liquids, but we depend largely on third party manufacturers for our electronic cigarettes, vaporizers, and accessories. Our customers associate certain characteristics with our products including the weight, feel, draw, flavor, packaging and other unique attributes attributed to the brands we market, distribute and sell. Any interruption in supply and/or consistency of our products may harm our relationships and reputation with customers, and have a materially adverse effect on our business, results of operations and financial condition.

We currently utilize a single manufacturer in China, Hangzhou Ruijing Packaging Co. LTD, whom we contract with on a purchase order basis. At present, we do not have any output or requirements with regard to our contracts with our manufacturer. Our manufacturer provides us with finished products, which we hold in inventory for distribution, sale and use.

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Future Product Offerings

In the future, we intend to carry and make available the products that are listed below. Our cost associated for each product is subject to change. For several of the products listed below we have acquired a small amount of said product(s) that we intend to further test and research in order determine if said product(s) are appropriate to add onto our main product line in a significant capacity.

-Devices: EVO Personal Vaporizer. The Vapetek EVO personal vaporizer will feature a display system which makes changing settings easy. As an advanced technology product, the Vapetek EVO will bring digitization to the vapor industry.

-Devices: The Vhit DABlaster Mini Atomizer. The DABlaster Mini Atomizer is a smaller version of the Vhit DABlaster Atomizer. As the Vhit DABlaster Atomizer, this product is designed for wax, and its principal feature is its portability. Made from premium machined stainless steel and Pryex glass tube, it is eGO threaded and will connect directly to most electronic cigarette pens.

Devices: Aluminum OHM Reader. The Aluminum OHM Reader tests cartomizers and atomizers without having to use a meter. It is used to test the current flow of electronic devices.

Trademarks

On July 8, 2014, the Company was granted the trademark name registration for, “VAPETEK”, from the United States Patent and Trademark Office with the serial number of 86-086,675. This trademark covers vapor batteries, namely, electronic cigarette batteries. The company originally filed its application on October 9, 2013.

Employees

As of the date of this report Vapetek Inc. employs a total of 2 people, Alham Benyameen, the Company’s Chairman of the Board of Directors and Andy Michael Ibrahim, the Company’s President, CEO, CFO, Secretary and Member of the Board of Directors. Vapetek Inc. considers its relationship with its employees to be stable. The Company sees the need for a sales manager, sales associate, outside sales associate, product formulation manager, warehouse manager, warehouse associate and web developer in the immediate future.

Item 1A. Risk Factors.

~~The~~Discussion ~~following~~of ~~risk~~our ~~factors~~business and ~~other~~operations ~~information~~ included in this Annual Report on Form 10-K should be ~~carefully~~read together with the risk factors set forth below and should be carefully considered. . The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results and financial condition could be materially adversely affected.\ New risks may emerge at any time, and we cannot predict those risks or estimate the extent to which they may affect our financial performance. These statements, like all statements in this report, speak only as of the date of this prospectus.

Risks Related to Our Business and Industry

We ~~have~~consider the following to be the material risks for an investor making an investment in our stock. Our company should be viewed as a ~~limited~~high-risk ~~operating~~investment ~~history~~and speculative in nature. An investment in our common stock may result in a complete loss of the invested amount. An investment in our common stock is highly speculative and should only be made by persons who can afford to lose their entire investment in us. You should carefully consider the following risk factors and other information in this Form 10-K before deciding to become a holder of our common stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

WeGENERAL ~~have~~CRYPTOCURRENCY ~~a limited operating history~~INDUSTRY and do not have a meaningful historical record of sales and revenues nor do we have an established business track record. While we believe that we have the opportunity to be successful in the electronic cigarette industry, there can be no assurance that we will be successful in accomplishing our business initiatives, or that we will be able to achieve any significant levels of revenues or net income, from the sale of our products. RISKS

~~-7-~~Cryptocurrency exchanges and other trading venues are relatively new and, in most cases, largely unregulated and may therefore may be subject to fraud and failures

~~Table~~When cryptocurrency exchanges or other trading venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency prices or confidence and impact the success of ~~Contents~~the Company and have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company.

~~There~~Cryptocurrency ismarket ~~doubt~~prices ~~about~~depend, directly ~~our~~or ~~ability~~indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared to ~~continue~~established, regulated exchanges for securities, commodities or currencies. For example, during the past three years, a number of bitcoin exchanges have closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed exchanges were not compensated or made whole for partial or complete losses of their account balances. While smaller exchanges are less likely to have the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more likely to be appealing targets for hackers and "malware" (i.e., software used or programmed by attackers to disrupt computer operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory enforcement action. The Company does not maintain any insurance to protect from such risks, and does not expect any insurance for customer accounts to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk from such events. In the event the Company faces fraud, security failures, operational issues or similar events such factors would have a material adverse effect on the ability of the Company to continue as a going concern ~~due~~or to ~~insufficient~~pursue ~~cash~~this ~~resources~~segment toat ~~meet~~all, ~~our~~which would have a material adverse effect on the business, ~~objectives~~prospects or operations of the Company.

Our continuation as a going concern is dependent on our ability to generate sufficient cash flows from operations to meet our obligations, which we have not been able to accomplish to date, and/or obtain additional financing from equity financings, debt financings, or from other sources. The extent of our future capital requirements will depend on many factors, including results of operations and the growth rate of our business.6

~~Although~~Regulatory wechanges ~~intend~~or ~~to raise capital~~actions tomay ~~finance~~alter ~~our~~the ~~operations,~~nature ~~there~~of ~~can~~an beinvestment noin ~~assurance~~the ~~that~~Company ~~additional financing will be available to us when needed~~ or, ifrestrict ~~available, that~~the ituse ~~can~~of becryptocurrencies ~~obtained on commercially reasonable terms. If we are not able to obtain additional financing~~ in a ~~timely~~manner ~~basis, we~~that ~~may~~adversely ~~not~~affects the beCompany’s ~~able to grow our operations as planned~~business, ~~may~~prospects ~~not~~or ~~be able to meet our other obligations as they become due and may even need to cease our~~ operations.

IfAs wecryptocurrencies ~~are~~have ~~successfully~~grown ~~able~~in ~~to raise~~both ~~capital~~popularity and market size, governments around the ~~issuance~~world ofhave ~~additional~~reacted ~~equity~~differently ~~securities~~to bycryptocurrencies, uswith ~~could~~certain ~~result~~governments deeming inthem aillegal ~~significant~~while ~~dilution~~others inhave ~~the~~allowed ~~equity~~their ~~interests~~use ~~of our~~and ~~current~~trade. ~~stockholders~~On-going and iffuture ~~capital~~regulatory isactions ~~raised~~may ~~through~~impact ~~debt~~the ~~facilities~~ability of ~~then~~the Company to continue to operate and such ~~facilities~~actions ~~will~~could ~~increase~~affect ~~our~~the ~~liabilities~~ability ~~and~~of the Company to continue as a going concern or ~~future~~to ~~cash~~pursue ~~commitments~~this segment at all, ~~and~~which ~~may~~would ~~also~~have ~~impose~~a ~~restrictive~~material ~~covenants~~adverse ~~relating~~effect toon the ~~operation~~business, prospects or operations of ~~our~~the ~~business~~Company.

WeThe ~~presently~~effect doof ~~not~~any ~~have~~future ~~any~~regulatory ~~arrangements~~change on the Company or any cryptocurrency that the Company may mine or hold for ~~additional~~others ~~financing. However~~is impossible to predict, weand ~~continue~~such change could have a material adverse effect on the ability of the Company to ~~evaluate~~continue ~~various~~as ~~financing~~a ~~strategies~~going concern or to ~~support~~pursue ~~our~~this ~~current~~segment ~~operations~~at all, which ~~and~~would ~~fund~~have ~~our~~a ~~future~~material ~~growth~~adverse effect on the business, prospects or operations of the Company.

ItGovernments ismay ~~possible~~in ~~that~~the ~~our~~future ~~company~~curtail ~~may~~or ~~not~~outlaw ~~keep~~the upacquisition, touse ~~date~~or ~~with~~redemption ~~the~~of ~~latest~~cryptocurrencies. ~~cyber~~Ownership ~~security~~of, ~~technology~~holding or trading in ~~order~~cryptocurrencies may then be considered illegal and subject to ~~adequately~~sanction. ~~protect~~Governments ~~the~~may ~~security~~also oftake ~~our~~regulatory ~~customers’ personal~~action that may increase the cost and/or ~~other~~subject cryptocurrency ~~information~~companies ~~when~~to ~~submitted~~additional ~~electronically~~regulation.

~~Cyber~~On ~~Security~~July is25, a2017 ~~major issue for every company in~~ the ~~present~~SEC ~~economy.~~released Asan ~~technology~~investigative report ~~becomes~~which ~~more~~states ~~sophisticated~~that ~~and~~the ~~business~~United ~~and~~States ~~personal~~would, ~~information~~in issome ~~transmitted over~~circumstances, consider the ~~internet~~offer ~~with~~and ~~increasing~~sale ~~frequency~~of itblockchain istokens ~~imperative~~ pursuant to ~~maintain~~an upinitial tocoin ~~date~~offering ~~cyber~~(“ICO”) ~~security~~subject ~~protocols~~ to ~~protect~~federal ~~the~~securities ~~proprietary information~~laws. ofThereafter, ~~both~~China ~~our~~released ~~clients~~statements and ~~our~~took similar ~~business~~actions. ~~While~~Although wethe ~~intend~~Company todoes donot ~~everything~~participate wein ~~can~~ICOs, toits ~~have~~clients ~~comprehensive~~ and ~~up-to-date cyber~~customers ~~security~~may ~~protocols~~participate ~~and~~in ~~software~~ICOs itand isthese actions ~~possible~~may ~~that~~be asa ~~technology~~prelude ~~continues~~ to ~~evolve~~further ~~there~~action ~~may~~which bechills ~~periods~~widespread acceptance of ~~time~~blockchain ~~when our~~and ~~security~~cryptocurrency isadoption ~~not~~and ~~sufficient~~have a tomaterial ~~protect~~adverse ~~from~~effect ~~increasingly~~the ~~proficient~~ability ~~hackers.~~of Wethe ~~will~~Company ~~continue~~ to ~~update~~continue ~~and~~as ~~maintain~~a ~~our~~going ~~cyber security~~concern ~~protocols~~or to ~~the~~pursue ~~best~~this ofsegment ~~our~~at ~~ability~~all, ~~but~~which ~~there~~would have ~~can~~a bematerial noadverse ~~guarantee~~effect ~~for~~on ~~our~~the ~~company~~business, prospects or ~~any~~operations ~~other for that matter, that information transmitted electronically will be secure with no possibility~~ of ~~theft~~the ~~from third parties~~Company.

WeGovernments may ~~not~~in bethe ~~able~~future take regulatory actions that prohibit or severely restrict the right to ~~compete~~acquire, own, hold, sell, use or trade cryptocurrencies or to exchange ~~successfully~~cryptocurrencies ~~against~~for fiat currency. Similar actions by governments or regulatory bodies (such as an exchange on which the Company’s securities are listed, quoted or traded) could result in restriction of the acquisition, ownership, holding, selling, use or trading in the Company’s securities. Such a restriction could result in the Company liquidating its inventory at unfavorable prices and may adversely affect the Company's shareholders and have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, raise new capital or maintain a securities listing with an exchange (such as the Company’s current listing with NASDAQ) which would have a material adverse effect on the business, prospects or operations of the Company and ~~future~~harm ~~competitors~~investors in the Company’s securities.

WeIf ~~compete in~~regulatory achanges ~~highly~~or ~~competitive~~interpretations require ~~market~~the ~~that~~regulation ~~includes~~of ~~other~~bitcoins ~~e-cigarette~~or ~~marketing~~other ~~companies,~~digital asassets ~~well~~under asthe ~~traditional~~securities ~~tobacco~~laws ~~companies. In~~of ~~this~~the ~~highly~~United ~~fragmented~~States ~~market~~or weelsewhere, ~~have~~including the ~~focused~~Securities onAct ~~building~~of ~~brand~~1933, ~~awareness~~the ~~early~~Securities ~~through~~Exchange ~~viral~~Act ~~adoption~~of 1934 and ~~word~~the Investment Company Act of ~~mouth.~~1940 Inor similar laws of other jurisdictions and interpretations by the ~~future~~SEC, weCFTC, ~~expect~~IRS, Department of Treasury or other agencies or authorities, the Company may be required to ~~employ~~register ~~additional~~and ~~marketing~~comply ~~strategies~~with ~~while~~such ~~continuing~~regulations, including at a state or local level. To the extent that the Company decides to ~~develop~~continue ~~our~~operations, ~~supply~~the ~~chain~~required registrations and ~~fulfillment~~regulatory ~~capabilities.~~compliance steps may result in extraordinary expense or burdens ~~There~~to ~~can~~the beCompany. noThe ~~assurances~~Company ~~that~~may ~~our~~also ~~strategy~~decide ~~will~~to cease certain operations. Any disruption of the Company’s operations in response to the changed regulatory circumstances may be ~~meaningful~~at ora ~~successful~~time that is disadvantageous to the Company.

WeCurrent ~~could~~and ~~face~~future ~~intense~~legislation ~~competition~~and ~~which~~SEC rulemaking ~~could~~and ~~result~~other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in ~~lower~~which ~~revenues~~bitcoins or other cryptocurrency is viewed or treated for classification and ~~higher~~clearing ~~research~~purposes. The Company cannot be certain as to how future regulatory developments will impact the treatment of bitcoins and ~~development~~other ~~expenditures~~cryptocurrencies under the law. If the Company determines not to comply with such additional regulatory and ~~could~~registration ~~adversely~~requirements, the Company may seek to cease certain of its operations or be subjected to fines, penalties and other governmental action. Any such action may adversely affect ~~our~~an ~~results~~investment in the Company. Such circumstances would have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors.

Unless we keep pace with changing technologies we could lose existing customers and fail to win new customers. In order to compete effectively in the electronic cigarette market, we must continually design, develop and market new and enhanced technologies. Our future success will depend, in part, upon our ability to address the changing and sophisticated needs of the marketplace.7

~~-8-~~The development and acceptance of cryptographic and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult to evaluate.

~~Table~~The use of cryptocurrencies to, among other things, buy and sell goods and services and complete transactions, is part of ~~Contents~~a new and rapidly evolving industry that employs digital assets based upon a computer-generated mathematical and/or cryptographic protocol. The growth of this industry in general, and the use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance of developing protocols may occur and is unpredictable. The factors include, but are not limited to:

~~The~~- ~~market~~Continued ~~for~~worldwide ~~our~~growth ~~technology~~in ~~and~~the ~~products is~~adoption ~~still developing~~ and ifuse ~~the~~of industry adopts test criteria that are different from our internal test criteria our competitive position would be negatively affected. Additionally, governments could institute laws which negatively affect our competitive position. Our plan to pursue sales in international markets may be limited by risks related to conditions in such markets.cryptocurrencies;

~~Various~~- ~~Parts~~Governmental and quasi-governmental regulation of ~~our~~cryptocurrencies ~~company’s~~and ~~business~~their ~~plan are~~use, ~~dependent~~or restrictions on ~~business~~or ~~relationships~~regulation ~~with~~of ~~various~~access ~~parties.~~to and operation of the network or similar cryptocurrency systems;

We- ~~expect~~The tomaintenance ~~rely in part upon third party manufacturers~~ and ~~distribution~~development ~~partners~~of tothe ~~sell~~open-source ~~our~~software ~~products~~protocol ~~and~~of wethe may be adversely affected if those parties do not actively promote our products. Further, if our products are not delivered in a timely manner or do not perform as promised we could experience increased costs, lower margins, liquidated damage payment obligations and reputational harm.network;

We- ~~must~~The ~~attract~~availability and ~~maintain~~popularity ~~key~~of ~~personnel~~other forms or ~~our business~~methods ~~will~~of ~~fail.~~buying and selling goods and services, including new means of using fiat currencies;

We- ~~must~~General ~~attract~~economic ~~and~~conditions ~~retain key personnel in order to successfully operate our business. We will have to compete with other companies both within~~ and ~~outside~~ the ~~tobacco/~~ ~~Electronic~~regulatory ~~Cigarette~~environment ~~industry~~relating to ~~recruit~~digital ~~and~~assets; ~~retain competent employees. If we cannot maintain qualified employees to meet the needs of our anticipated growth our business~~ and ~~financial condition could be materially adversely affected.~~

~~Our~~- ~~business~~Negative ~~and~~consumer ~~operating~~sentiment ~~results~~and ~~could~~perception beof ~~harmed if~~bitcoin wespecifically ~~fail~~and tocryptocurrencies ~~manage our growth or change~~generally.

~~Our~~Such ~~business~~events ~~may~~would ~~experience~~have ~~periods~~a material adverse effect on the ability of ~~rapid~~the ~~change~~Company ~~and/~~to continue as a going concern or ~~growth~~ ~~that~~to ~~could~~pursue ~~place~~this ~~significant~~segment ~~demands~~at all, which would have a material adverse effect on ~~our~~the ~~personnel~~business, ~~and~~prospects ~~financial~~or ~~resources. To~~operations ~~manage~~of ~~possible~~the ~~growth~~Company and ~~change~~potentially the value of any cryptocurrencies the Company weholds ~~must~~or ~~continue~~expects to ~~try~~acquire tofor ~~locate~~its ~~skilled~~own ~~professionals~~account and ~~adequate~~harm ~~funds~~investors in athe ~~timely~~Company’s ~~manner~~securities.

~~We hold~~Banks noand ~~patents~~financial oninstitutions may ~~any~~not ofprovide ~~our~~banking ~~products~~services, ~~and~~or ifmay wecut ~~are~~off ~~not~~services, ~~able~~ to ~~adequately~~businesses ~~protect~~that ~~our~~provide ~~intellectual~~cryptocurrency-related ~~property~~services inor ~~the~~that ~~future then~~accept wecryptocurrencies ~~may not~~as bepayment, ~~able~~including tofinancial ~~compete~~institutions ~~effectively~~of ~~and~~investors wein ~~may not~~the beCompany’s ~~profitable~~securities.

WeA ~~hold~~number noof ~~patents~~companies onthat ~~any~~provide ofbitcoin and/or ~~our~~other ~~products~~cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and ~~rely~~other onservices. ~~trade~~Similarly, ~~secret~~a ~~protection~~number of companies and ~~regulatory~~individuals ~~protection~~or ofbusinesses ~~our~~associated ~~technologies~~with cryptocurrencies may have had and ~~product~~may ~~candidates~~continue asto ~~well~~have astheir ~~successfully~~existing bank accounts closed or services discontinued with financial institutions. ~~defending~~We ~~third~~also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin and/or other cryptocurrency-~~party~~related ~~challenges~~services have and may continue to ~~such~~have ~~technologies~~in finding banks and ~~candidates.~~financial ~~Upon~~institutions ~~development~~willing to provide them services may be decreasing the usefulness of ~~new~~cryptocurrencies ~~technologies,~~as wea ~~intend~~payment tosystem ~~file~~and harming public perception ~~patents~~of oncryptocurrencies ~~certain~~and ~~products~~could decrease its usefulness and harm its public perception in the future. ~~and~~Similarly, wethe ~~will~~usefulness ~~seek~~of cryptocurrencies toas ~~protect~~a ~~our~~payment ~~technologies~~system and ~~product~~the ~~candidates~~public ~~from~~perception ~~use~~of bycryptocurrencies ~~third parties~~could ~~only~~be damaged if banks or financial institutions were to close the ~~extent~~accounts ~~that~~of ~~valid~~businesses providing bitcoin and/or ~~enforceable~~other ~~patents~~cryptocurrency-related services. This could occur as a result of compliance risk, ~~trade~~cost, ~~secrets~~government regulation or ~~regulatory~~public ~~protection~~pressure. ~~cover~~The ~~them~~risk applies to securities firms, clearance and settlement wefirms, ~~have~~national ~~exclusive~~stock and commodities exchanges, the over the counter market and the Depository Trust Company, which, ~~rights~~if toany ~~use~~of ~~them.~~such ~~The~~entities ~~ability~~adopts or implements similar policies, rules or regulations, could result in the inability of our ~~licensors~~investors to open or maintain stock or commodities accounts, ~~collaborators~~including ~~and~~the ~~suppliers~~ability to deposit, maintain ~~their~~or ~~patent~~trade ~~rights~~the ~~against~~Company’s ~~third-party~~securities. ~~challenges~~Such tofactors ~~their~~would ~~validity,~~have ~~scope~~a ormaterial ~~enforceability~~adverse ~~will~~effect ~~also~~the ~~play~~ability anof ~~important~~the ~~role~~Company into ~~determining~~continue ~~our~~as ~~future.~~a ~~There~~going ~~can~~concern beor to pursue this segment noat ~~assurances~~all, ~~that~~which wewould ~~will~~have ~~ever~~a ~~successfully~~material ~~file~~adverse oreffect ~~receive~~on ~~any~~the ~~patents~~business, inprospects or operations of the ~~future~~Company and harm investors.

The ~~copyright~~impact ~~and patent positions~~ of ~~technology~~geopolitical ~~related companies can be highly uncertain and involve complex legal and factual questions that include unresolved~~events ~~principles~~on ~~and issues. No consistent policy regarding~~ the ~~breadth~~supply ~~of claims allowed regarding such companies’ patents has emerged to date in the United States,~~ and ~~the~~demand ~~patent~~for ~~situation~~cryptocurrencies ~~outside the United States~~ is ~~even more~~ uncertain. Changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish the value of our intellectual property. Accordingly, we cannot predict with any certainty the range of claims that may be allowed or enforced concerning our patents.

WeCrises ~~currently~~may ~~rely~~motivate onlarge-scale ~~trade secrets~~purchases toof ~~protect~~cryptocurrencies ~~our~~which ~~technologies;~~could ~~however,~~increase ~~trade~~the ~~secrets~~price ~~are~~of ~~difficult~~cryptocurrencies ~~to protect~~rapidly. ~~While~~This wemay ~~seek~~increase tothe ~~protect~~likelihood ~~confidential~~of ~~information,~~a subsequent inprice ~~part~~decrease ~~through~~as ~~confidentiality~~crisis-driven ~~agreements~~purchasing ~~with~~behavior ~~our consultants and other advisors~~wanes, ~~they~~adversely ~~may~~affecting ~~unintentionally or willfully disclose our information to competitors. Enforcing a claim against a third party related to~~ the ~~illegal~~value ~~acquisition and use~~ of ~~trade secrets can be expensive and time consuming, and~~ the ~~outcome~~Company's ~~is often unpredictable~~inventory. IfSuch we risks are ~~not~~similar ~~able~~ to ~~maintain~~the ~~patent~~risks orof ~~trade~~purchasing ~~secret protection~~commodities onin ~~our~~general ~~technologies~~uncertain ~~and product candidates~~times, ~~then~~such weas ~~may~~the ~~not~~risk beof ~~able~~purchasing, toholding ~~exclude competitors from developing~~ or ~~marketing~~selling ~~competing products, and we may not be able to operate profitably~~gold.

As an alternative to gold or fiat currencies that are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply and demand will be impacted by geopolitical events is uncertain but could be harmful to the Company and investors in the Company’s securities. Nevertheless, political or economic crises may motivate large-9-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events would have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.

~~Table of Contents~~8

~~We may~~Acceptance ~~face difficulty,~~ and/or ~~may~~widespread ~~prove unsuccessful, in developing our own products or technologies. We may also place a substantial~~use ~~financial~~of ~~burden~~cryptocurrency onis ~~our Company in researching out and developing our own technologies and products.~~ uncertain

~~In the future~~Currently, wethere ~~intend to release our own products and or technologies that we develop. We may, however, be unsuccessful in creating any new products or technologies under our own trademark Vapetek. There~~ is ~~uncertainty that we will arrive at~~ a ~~product~~relatively ~~or technology that is not already patented,~~small ~~and/or~~use ~~viable~~of ~~for~~bitcoins ~~sale~~ and/or ~~profitable.~~other ~~Additionally,~~cryptocurrencies ~~the cost~~ in ~~attempting to develop new products or technologies under our own trademark could be quite costly. At this time, we have not investigated~~ the ~~costs~~retail ofand ~~carrying~~commercial ~~out~~marketplace ~~the~~for ~~development~~goods ~~of our own products~~ or ~~technologies~~services. ~~There~~In iscomparison ~~a risk that if we do attempt to research and/or develop our own products or technologies that~~there itis ~~could~~relatively belarge ~~quite~~use ~~costly~~by ~~and~~speculators ~~not~~contributing ~~result in any new products that we are able~~ to ~~make~~price ~~a profit from~~volatility.

WeThe ~~face~~relative alack ~~significant~~of ~~risk~~acceptance ~~relying~~of cryptocurrencies in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. Such lack of acceptance or decline in acceptances would have a material adverse effect on ~~third~~the ~~party~~ability ~~products~~of ~~from~~the Company to continue as a ~~third~~going concern ~~party~~or ~~manufacturer~~to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to ~~makeup~~acquire ~~our~~for ~~product~~its ~~lines~~own account.

~~Currently we~~Possibility ~~rely~~of ~~on a third party manufacturer, Hangzhou Ruijing Packaging Co. LTD, to provide us~~ the ~~products which are sold under our~~cryptocurrency ~~own~~algorithm ~~trademark~~transitioning ~~Vapetek. Should our third-party manufacturer experience financial distress, lack of funds, bankruptcy, or litigation, we may not be able~~ to ~~purchase~~proof products from them to resell under our own trademark Vapetek, as these products might no longer be available for purchase. This could cause our own operations to suffer as we would have to find a new source of ~~inventory.~~stake ~~This could~~validation ~~harm our profitability~~ and ~~even~~other ~~possibly~~mining ~~cause~~related ~~us to cease operations temporarily, or permanently, if we are unable to find an alternative source to carry similar products.~~ risks

IfProof weof ~~are~~stake is an alternative method in validating cryptocurrency transactions. Should the ~~subject~~algorithm shift from a proof of anwork ~~intellectual~~validation ~~property~~method to a proof of stake ~~infringement~~method, ~~claim~~mining would require less energy and may render any Company that maintains advantages in the current climate (for example from lower priced electric, processing, real estate, or hosting) less competitive. Such events would have a material adverse effect on the ~~cost~~ability of ~~participating~~the inCompany ~~any~~to ~~litigation~~continue ~~could~~as ~~cause~~a usgoing concern or to gopursue ~~out~~this ofsegment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.

~~There~~To ~~has~~the ~~been,~~extent ~~and we believe~~ that ~~there~~ ~~will~~the ~~continue~~profit ~~to be, significant litigation and demands for licenses in our industry regarding patent and other intellectual~~margins ~~property~~of ~~rights.~~bitcoin ~~Although~~mining weoperations ~~anticipate~~are ~~having~~not ahigh, ~~valid~~operators ~~defense~~of tocryptocurrency ~~any~~mining ~~allegation~~operations, ~~that~~include our ~~current~~mining ~~products~~operations, ~~production~~ ~~methods and~~are ~~other activities infringe the valid and enforceable intellectual property rights of any third parties, we cannot be certain~~more ~~that~~likely ato ~~third~~immediately ~~party~~sell ~~will~~bitcoins ~~not~~earned ~~challenge~~by ~~our~~mining ~~position~~ in the ~~future. Other parties may own patent rights that we might infringe upon with our products or other activities~~market, ~~and~~resulting ~~our~~in ~~competitors~~a orreduction ~~other~~in ~~patent holders may assert that our products, and~~ the ~~methods we~~price ~~employ,~~of ~~are~~bitcoins ~~covered by their patents. These parties could bring claims against us~~ that ~~would cause us to incur substantial~~could ~~litigation~~adversely ~~expenses~~impact ~~and, if successful, may require us to pay substantial damages. Some of our potential competitors may be better able to sustain~~ the ~~costs~~Company ~~of complex patent litigation~~ and, ~~depending~~similar onactions ~~the circumstances, we~~ could beaffect ~~forced~~other ~~to stop or delay our research, development, manufacturing or sales activities~~cryptocurrencies. ~~Any of these costs could cause us to go out of business.~~

WeOver ~~could~~the ~~lose~~past ~~our~~two ~~competitive~~years, ~~advantages~~cryptocurrency mining ifoperations wehave ~~are~~evolved from individual users mining with computer processors, graphics processing units and first-generation ~~not~~ASIC ~~able~~servers. toCurrently, ~~protect~~new ~~any~~processing power is predominantly added by incorporated and unincorporated “professionalized” mining operations. Professionalized mining operations may use proprietary ~~technology~~hardware or sophisticated ASIC machines acquired from ASIC manufacturers. They require the investment of significant capital for the acquisition of this hardware, the leasing of operating space (often in data centers or warehousing facilities), incurring of electricity costs and ~~intellectual~~the ~~property~~employment ~~rights~~of ~~against~~technicians ~~infringement~~to operate the mining farms. As a result, professionalized mining operations are of a greater scale than prior miners and ~~any~~have ~~related~~more ~~litigation~~defined, ~~could~~regular beexpenses ~~time-consuming~~and liabilities. These regular expenses and ~~costly~~liabilities require professionalized mining operations to more immediately sell cryptocurrency earned from mining operations, whereas it is believed that individual miners in past years were more likely to hold newly mined bitcoins for more extended periods. The immediate selling of newly mined crypto-coins greatly increases the supply, creating downward pressure on the price of such currencies.

~~Our~~The ~~success~~extent ~~and ability~~ to ~~compete depends~~which tothe avalue ~~significant degree on our proprietary technology incorporated into our products. If any~~ of ~~our competitors copy or~~cryptocurrency ~~otherwise~~mined ~~gains~~by ~~access~~a toprofessionalized ~~our~~mining ~~proprietary~~operation ~~technology,~~exceeds orthe ~~develop~~allocable ~~similar~~capital ~~technologies~~and ~~independently,~~operating wecosts ~~would~~determines ~~not~~the beprofit ~~able~~margin ~~to compete~~of assuch ~~effectively~~operation. WeA ~~also~~professionalized ~~consider~~mining ~~our~~operation ~~trademarks~~may ~~invaluable~~be tomore ~~our~~likely ~~ability~~ to ~~continue~~sell toa ~~develop~~higher ~~and~~percentage ~~maintain~~of ~~the~~its ~~goodwill~~newly ~~and recognition~~mined ~~associated~~coin ~~with~~rapidly if ~~our~~it ~~brand.~~is Weoperating ~~have~~at ~~registered~~a ~~the~~low ~~trademark~~profit ~~VAPETEK for electronic cigarette batteries in the United States. This~~ margin—and ~~any~~it ~~other measures that we~~ may ~~take~~partially toor ~~protect~~completely ~~our~~cease ~~intellectual~~operations ~~property~~if ~~rights,~~its ~~which~~profit ~~presently~~margin ~~are~~is ~~based upon~~negative. In a ~~combination~~low ofprofit ~~copyright~~margin environment, ~~trade~~a ~~secret~~higher ~~and~~percentage ~~trademark~~could ~~laws, may not~~ be ~~adequate~~sold tomore ~~prevent their unauthorized use. Further~~rapidly, ~~the laws~~thereby ofpotentially ~~foreign~~reducing ~~countries~~bitcoin ~~may provide inadequate protection of such intellectual property rights~~prices. ~~We may need to bring legal claims~~ toLower ~~enforce~~prices ~~or protect such intellectual property rights. Any litigation, whether successful or unsuccessful,~~ could result in ~~substantial costs~~further ~~and~~tightening ~~diversions~~ of ~~resources.~~profit ~~In addition~~margins, ~~notwithstanding~~particularly ~~any~~for ~~rights~~professionalized wemining ~~have~~operations ~~secured~~with ~~in our intellectual property, other~~higher ~~persons~~costs ~~may~~and ~~bring~~more ~~claims~~limited ~~against~~capital ~~us that we have infringed on their intellectual property rights~~reserves, ~~including~~creating ~~claims~~a ~~based~~network ~~upon the~~effect ~~content we license from third parties or claims~~ that ~~our~~may ~~intellectual~~further ~~property~~reduce ~~right~~the ~~interests~~price ~~are~~of ~~not~~bitcoin ~~valid.~~until ~~Any~~mining ~~claims against~~operations ~~us,~~ with orhigher ~~without~~operating ~~merit,~~costs ~~could~~become beunprofitable ~~time consuming~~ and ~~costly~~remove tomining ~~defend~~power. orThe ~~litigate,~~network ~~divert~~effect ~~our~~of ~~attention~~reduced ~~and~~profit ~~resources,~~margins ~~result~~resulting in ~~the~~greater ~~loss~~sales of ~~goodwill~~newly ~~associated~~mined ~~with~~coins ~~our~~could ~~service~~result ~~marks~~in ora ~~require~~reduction usin tothe ~~make~~price ~~changes~~that tocould ~~our~~adversely ~~website~~impact orthe ~~other of our technologies~~Company.

~~-10-~~While it is uncertain how the foregoing risks associated with cryptocurrency mining would directly affect the Company, they may have a materially negative effect. While the Company would adapt and believes it is well positioned for such changes, the uncertainty of changing conditions is nevertheless a major risk.

~~Table of Contents~~9

IfPolitical weor ~~fail~~economic tocrises ~~effectively manage~~may ~~our~~motivate ~~growth~~large-scale ~~our~~sales ~~future~~of ~~business~~Bitcoins ~~results~~and ~~could~~Ethereum, beor ~~harmed~~other ~~and~~cryptocurrencies, ~~our~~which ~~managerial~~could ~~and~~result ~~operational~~in ~~resources~~a ~~may~~reduction bein ~~strained~~value and adversely affect the Company.

As wean ~~proceed~~alternative ~~with~~to ~~the~~fiat ~~expansion of~~currencies ~~our~~that ~~retail~~are ~~and~~backed ~~manufacturing~~by ~~activities~~central wegovernments, ~~expect~~digital toassets ~~experience~~such ~~significant~~as bitcoins and ~~rapid~~Ethereum, ~~growth~~which inare ~~the~~relatively ~~scope~~new, ~~and~~are ~~complexity~~subject ~~of our~~to ~~business.~~supply Weand ~~will~~demand ~~need~~forces tobased ~~add~~upon ~~staff~~the todesirability ~~market~~of ~~our~~an ~~services~~alternative, ~~manage~~decentralized ~~operations,~~means ~~handle~~of ~~sales~~buying and ~~marketing~~selling ~~efforts~~goods and ~~perform~~services, ~~finance~~ and ~~accounting~~it ~~functions.~~is Weunclear how such supply and demand will be ~~required~~impacted toby ~~hire~~geopolitical aevents. ~~broad~~Nevertheless, ~~range~~political ofor ~~additional~~economic ~~personnel~~crises may inmotivate ~~order~~large-scale toacquisitions ~~successfully~~or ~~advance our~~sales ~~operations.~~of ~~This~~bitcoins ~~growth~~and isEthereum ~~likely~~and toother ~~place~~cryptocurrencies aeither ~~strain~~globally onor ~~our~~locally. Large-scale ~~management~~sales of bitcoins and ~~operational~~Ethereum ~~resources.~~or ~~The~~other ~~failure~~cryptocurrencies towould ~~develop~~result ~~and implement~~in ~~effective~~a ~~systems,~~reduction orin totheir ~~hire~~value and ~~retain~~could ~~sufficient~~adversely affect ~~personnel~~the ~~for~~Company. ~~the~~Such ~~performance~~circumstances ofwould ~~all~~have ofa material adverse effect on the ~~functions~~ability ~~necessary to~~of ~~effectively~~the ~~service~~Company ~~and~~to ~~manage~~continue ~~our~~as ~~potential~~a ~~business,~~going concern or ~~the~~to ~~failure~~pursue tothis ~~manage~~segment ~~growth~~at ~~effectively~~all, ~~could~~which would have a ~~materially~~ material adverse effect on ~~our~~the business, prospects or operations of the Company and ~~financial~~potentially ~~condition~~the value of any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors.

~~Our~~Lack ~~products~~of ~~and~~liquid ~~may~~markets, ~~become obsolete~~ and ~~unmarketable~~possible ifmanipulation weof ~~are~~blockchain/cryptocurrency ~~unable~~based ~~to respond adequately to rapidly changing technology and customer demands.~~assets

~~Our~~Digital ~~industry~~assets isthat ~~characterized~~are ~~by rapid~~represented ~~changes~~and intrade ~~technology~~on ~~and~~a ~~customer~~ledger-based ~~demands.~~platform Asmay anot ~~result,~~necessarily ~~our~~benefit ~~products~~from ~~and~~viable ~~services~~trading ~~may~~markets. ~~quickly~~Stock ~~become~~exchanges ~~obsolete~~have ~~and~~listing ~~unmarketable.~~requirements ~~Our~~and ~~future~~vet ~~success~~issuers, ~~will~~requiring ~~depend~~them onto ~~our~~be ~~ability~~subjected to ~~adapt~~rigorous tolisting ~~technological~~standards ~~advances,~~and ~~anticipate~~rules ~~customer~~and ~~demands,~~monitoring ~~develop~~investors ~~new~~transacting ~~products~~on such platform for fraud and ~~enhance~~other ~~our~~improprieties. ~~current~~These ~~products~~conditions inmay not necessarily be replicated on a ~~timely~~distributed ledger platform, depending on the platform’s controls and ~~cost-effective~~other ~~manner~~policies. ~~Further,~~The ~~our~~more ~~products~~lax ~~must~~a ~~remain~~distributed ~~competitive~~ledger ~~with~~platform ~~those~~is about vetting issuers of ~~other~~digital ~~companies~~assets ~~with~~or ~~substantially~~users ~~greater~~that ~~resources.~~transact Weon ~~may~~the ~~experience~~platform, ~~technical~~the orhigher ~~other~~the ~~difficulties~~potential ~~that~~risk ~~could~~for ~~delay~~fraud or ~~prevent~~ the ~~development,~~manipulation ~~introduction~~of digital assets. These factors may decrease liquidity or ~~marketing~~volume or increase volatility of ~~new~~digital ~~products~~securities or ~~enhanced~~other ~~versions~~assets oftrading ~~existing~~on a ~~products.~~ledger-based ~~Also~~system, wewhich may ~~not~~adversely affect the Company. Such circumstances would have a material adverse effect on the ability beof ~~able~~the Company to ~~adapt~~continue ~~new~~as ora ~~enhanced~~going ~~services~~concern or to ~~emerging~~pursue ~~industry~~this ~~standards~~segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and ~~our~~potentially ~~new~~the ~~products~~value ~~may~~of ~~not~~any becryptocurrencies ~~favorably~~the ~~received~~Company holds or expects to acquire for its own account and harm investors.

~~The~~COMPANY ~~use~~BLOCKCHAIN ofAND ~~electronic cigarettes~~CRYPTOCURRENCY ~~may~~RISKS ~~pose health risks as great as, or greater than, regular tobacco products.~~

~~According~~The toCompany ~~the~~has FDA, electronic cigarettes may contain ingredients that are known to be toxic to humans and may contain other ingredients that may not be safe. Additionally, electronic cigarettes may be attractive to young people and may lead them to try other tobacco products, including conventional cigarettes that are known to cause disease. Because clinical studies about the safety and efficacy of electronic cigarettes have not been submitted to the FDA consumers currently have no way of knowing whether electronic cigarettes are safe before their intended use, what types or concentrations of potentially harmful chemicals are found in these products, or how much nicotine is being inhaled. In February 2012, it was reported in Florida that an ~~electronic~~evolving ~~cigarette exploded in a smoker’s mouth causing~~business serious injury. Although there does not appear to be similar incidences elsewhere, nor are there specific details concerning the Florida incident, there is a risk that an electronic cigarette can cause bodily injury and the publicity from such instances of injury could dramatically slow the growth of the market for electronic cigarettes.model

~~The~~As ~~price~~digital ofassets ~~our~~and ~~products~~blockchain ~~has~~technologies ~~been~~become ~~arbitrarily~~more ~~determined~~widely ~~based~~available, onthe Company expects the services and products associated with them to evolve. As a ~~percentage~~result ~~markup~~to stay current with the industry, the Company’s business model may need to evolve as well. From time to time, the Company may modify aspects of its business model relating to its product mix and itservice isofferings. ~~possible~~The Company cannot offer any assurance that these or ~~prices~~any ~~may~~other ~~not~~modifications will be ~~ideal~~successful ~~for~~or ~~the~~will ~~current market,~~not ~~particularly~~result in ~~countries~~harm ~~outside~~to the ~~United~~business. ~~States~~The Company may not be able to manage growth effectively, which could damage its reputation, limit its growth and ~~this~~negatively ~~could~~affect ~~lead~~its tooperating results. Such circumstances would have a material adverse effect on the ~~company~~ability ~~making~~of ~~fewer~~the ~~sales~~Company ~~than~~to ~~anticipated~~continue as a going concern or to pursue this segment at all, which would ~~adversely~~have ~~affect~~a ~~our~~material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors.

~~We determine the price of our products based on a percentage markup.~~ The ~~percentage~~Company isoperations, ~~10% - 100% depending on what the product is. If it's eliquid then the markup is~~investment ~~typically 20% and can be up to 100%~~strategies, and ifprofitability ~~it's hardware then the markup is typically 10% to West Coast Vape Supply. The same markup applies to all of our customers within the USA, however it~~ may ~~vary~~be ~~for~~adversely ~~customers~~affected ~~outside~~by ~~the USA. We currently charge customers who are outside of the USA a different price due to the~~ competition ~~and logistics of the company in question on a case by case basis. Currently, that markup is between 60-100%~~ from ~~the~~other ~~purchase~~methods price to foreign countries. Thus far we have only had international relations with a customer in Japan. It is possible that these arbitrarily determined prices may not be ideal for the marketplace in which are items are sold, particularly in countries where the price of ~~our~~investing ~~products must increase~~ in ~~order to continue making the same amount of profit, and in such instances it is possible that customers may opt to purchase the products of competitors instead of our own~~cryptocurrencies. ~~These varying prices could result in a loss of business and adversely affect our financial forecast for the future operations of our Company.~~

~~-11-~~The Company competes with other users and/or companies that are mining cryptocurrencies and other potential financial vehicles, including securities backed by or linked to cryptocurrencies through entities such as ETF (exchange traded fund). Market and financial conditions, and other conditions beyond the Company's control, may make it more attractive to invest in other financial vehicles, or to invest in cryptocurrencies directly which could limit the market for the Company's shares and reduce their liquidity. The emergence of other financial vehicles and ETFs have been scrutinized by regulators and such scrutiny and negative impressions or conclusions could be applicable to the Company and impact the ability of the Company to successfully pursue this segment or operate at all, or to establish or maintain a public market for its securities. Such events would have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.

~~Table of Contents~~10

~~Over~~Competing ~~the~~blockchain ~~next few years government~~platforms ~~regulations could change~~ and have a substantial, and most likely negative, influence on the sale of Tobacco products throughout the United States. It is possible that our business, results of operations and financial condition could be adversely affected by these changes.technologies

~~While~~The ~~the~~development ~~FDA~~and ~~has~~acceptance ~~not~~of ~~yet mandated~~competing ~~electronic~~blockchain ~~cigarettes~~platforms ~~should~~or betechnologies ~~regulated~~may ascause ~~tobacco~~consumers ~~products,~~to ~~during~~use ~~2012~~alternative ~~the~~distributed ~~FDA~~ledgers ~~indicated~~or ~~that~~an italternative ~~intends~~to distributed ledgers altogether. This may adversely affect the Company and its exposure to ~~regulate~~various ~~electronic~~blockchain technologies. Such circumstances ~~cigarettes~~would ~~under~~have ~~the~~a ~~Tobacco~~material ~~Control~~adverse ~~Act~~effect ~~through~~on the ~~issuance~~ability of ~~regulations~~the ~~that~~Company to continue as a going concern or to pursue this segment at all, which would ~~include~~have ~~electronic~~a ~~cigarettes~~material ~~under~~adverse effect on the ~~definition~~ business, prospects or operations of athe ~~"tobacco~~Company ~~product"~~and ~~under~~potentially the ~~Tobacco~~value of ~~Control~~any ~~Act~~cryptocurrencies ~~subject~~the Company holds or expects to ~~the~~acquire ~~FDA's~~for ~~jurisdiction.~~its own account and harm investors.

~~The~~Incorrect application of the Tobacco Control Act to electronic cigarettes could impose, among other things, restrictions on the content of nicotine in electronic cigarettes, the advertising, marketing and sale of electronic cigarettes, the use of certain flavorings and the introduction of new products. We cannot predict the scope of such regulations or ~~the~~fraudulent ~~impact~~coin ~~they~~ transactions may ~~have~~be ~~on our company specifically or the electronic cigarette industry in general, though if enacted they could have a material adverse effect on our business, results of operations and financial condition.~~irreversible

~~The~~Cryptocurrency ~~Tobacco~~transactions ~~industry~~are ~~expects significant~~irrevocable ~~regulatory~~and ~~developments~~stolen toor ~~take~~incorrectly ~~place~~transferred ~~over~~coins ~~the~~may ~~next~~be ~~few years, driven principally by the World Health Organization's Framework Convention on Tobacco Control ("FCTC")~~irretrievable. ~~The~~As ~~FCTC is the first international public health treaty on tobacco and its objective is to establish~~ a ~~global~~result, ~~agenda~~any ~~for~~incorrectly ~~tobacco~~executed ~~regulation~~or ~~with~~fraudulent ~~the~~coin ~~purpose of reducing initiation of tobacco use and encouraging~~transactions ~~cessation.~~could Ifadversely ~~electronic~~affect ~~cigarettes are subject to one or more significant regulatory initiates enacted under~~ the ~~FCTC,~~Company's ~~our~~investments ~~business, results of operations~~ and ~~financial condition could be materially and adversely affected~~assets.

~~New~~Coin ~~FDA~~transactions ~~proposed~~are ~~rules~~not, ~~released~~from an administrative perspective, reversible without the consent and active participation of the recipient of the transaction. In theory, cryptocurrency transactions may be reversible with the control or consent of a majority of processing power on ~~April~~the 24network. Once a transaction has been verified and recorded in a block that is added to the blockchain, ~~2014~~an incorrect transfer of a coin or a theft of coin generally will not be reversible and the Company may not be capable of seeking compensation for any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, the Company's coins could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Such events would have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.

OnIf ~~April 24, 2014,~~ the ~~FDA~~award ~~announced by press release that it will extend its authority under the implementation~~ of ~~the~~coins ~~Family~~for ~~Smoking~~solving blocks ~~Prevention~~ and ~~Tobacco~~transaction ~~Control Act~~fees ~~signed~~are bynot ~~the~~sufficiently ~~President~~high, inminers ~~2009.~~may ~~This~~not ~~action~~have ~~extends~~an ~~the~~adequate ~~agency’s~~incentive ~~tobacco~~to ~~authority~~continue ~~over~~mining ~~additional products such as electronic or “e-cigarettes”, cigars, pipe tobacco, nicotine gels, waterpipe (hookah),~~ and ~~dissolvables.~~may ~~Under the~~cease ~~proposed~~their ~~rule,~~mining ~~makers of these newly deemed tobacco products would, among other requirements:~~operations.

*As ~~Register~~the ~~with~~number of coins awarded for solving a block in the ~~FDA~~blockchain decreases, the incentive for miners to continue to contribute processing power to the network will transition from a set reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions in the blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for the relevant coins and ~~report~~prevent ~~product~~the ~~ingredient~~expansion ~~listings;~~of the network to retail merchants and commercial businesses, resulting in a reduction in the price of the relevant cryptocurrency that could adversely impact the Company's cryptocurrency inventory and investments.

*In ~~Only~~order ~~market~~to ~~new~~incentivize ~~tobacco~~miners ~~products~~to ~~after~~continue to ~~FDA~~contribute ~~review;~~processing power to the network, the network may either formally or informally transition from a set reward to transaction fees earned upon solving for a block. This transition could be accomplished either by miners independently electing to record on the blocks they solve only those transactions that include payment of a transaction fee or by the network adopting software upgrades that require the payment of a minimum transaction fee for all transactions. If transaction fees paid for the recording of transactions in the Blockchain become too high, the marketplace may be reluctant to accept the network as a means of payment and existing users may be motivated to switch between cryptocurrencies or to fiat currency. Decreased use and demand for coins may adversely affect their value and result in a reduction in the market price of coins.

*If ~~Only~~the ~~make~~award ~~direct~~of coins for solving blocks and ~~implied~~transaction ~~claims~~fees for recording transactions are not sufficiently high to incentivize miners, miners may cease expending processing power to solve blocks and confirmations of ~~reduced~~transactions ~~risk~~on ifthe Blockchain could be slowed temporarily. A reduction in the ~~FDA~~processing power ~~confirms~~expended ~~that~~by ~~scientific~~miners ~~evidence~~could ~~supports~~increase the ~~claim~~likelihood ~~and~~of ~~that~~a ~~marketing~~malicious actor or botnet obtaining control in excess of 50 percent of the ~~product~~processing ~~will~~power ~~benefit~~active on the ~~public~~blockchain, ~~health~~potentially aspermitting such actor or botnet to manipulate the blockchain in a manner ~~whole;~~that adversely affects the Company's activities.

*If ~~Not~~the ~~distribute~~award ~~free~~of ~~samples;~~coins for solving blocks and transaction fees are not sufficiently high, miners may not have an adequate incentive to continue mining and may cease their mining operations. Miners ceasing operations would reduce collective processing power, which would adversely affect the confirmation process for transactions (i.e., decreasing the speed at which blocks are added to the blockchain until the next scheduled adjustment in difficulty for block solutions) and make the network more vulnerable to a malicious actor or botnet obtaining control in excess of 50 percent of the processing power. A reduction in confidence in the confirmation process or processing power of the network could result and be irreversible. Such events would have a material adverse effect on the ability of the Company to continue to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.

~~In addition, under the proposed new FDA rule, the following provisions would apply to newly “deemed” tobacco products:~~11

*Since ~~Minimum~~there ~~age~~has been limited precedence set for financial accounting of bitcoin, Ethereum, and ~~identification~~other ~~restrictions~~digital toassets, ~~prevent~~it ~~sales~~is unclear how the Company will be required to account ~~underage~~for ~~youth,~~digital assets transactions in the future.

*Since ~~Requirements~~there has been limited precedence set for the financial accounting of digital assets, it is unclear how the Company will be required to ~~include~~account ~~health~~for ~~warnings~~digital asset transactions or assets. Furthermore, a change in regulatory or financial accounting standards could result in the necessity to restate the Company’s financial statements. Such a restatement could negatively impact the Company’s business, prospects, financial condition and results of operation. Such circumstances would have a material adverse effect on the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors.

*Taxation ~~Prohibition~~ of ~~vending~~digital ~~machine~~securities could ~~sales,~~negatively ~~unless~~impact inthe aresults ~~facility~~of ~~that~~our ~~never admits youth~~operations.

~~New~~In ~~products~~addition ~~face~~to ~~intense~~financial ~~media~~accounting ~~attention~~standards, at present there is significant uncertainty with respect to the tax treatment of an investment in digital securities. Bitcoins and ~~public~~other ~~pressure~~cryptocurrencies may be considered assets in certain areas, or currency in others. As such, it is difficult to determine exactly how cryptocurrency will be taxed in any given year which could negatively impact the results of our operations.

~~Our~~There ~~product~~are iscyber ~~new~~security ~~to the marketplace~~risks ~~and~~related since its introduction certain members of the media, politicians, government regulators and advocate groups, including independent doctors, have called for an outright ban of all electronic cigarettes, pending regulatory review and a demonstration of safety. A ban of this type would likely have the effect of terminating our United States sales and marketing efforts of certain products which we may currently market or have plans to ~~market~~cryptocurrency ~~in the future~~trading. Such a ban would also likely cause public confusion as to which products are the subject of the ban and which are not and would have a material adverse effect on our business, financial condition and performance.

~~The~~Trading ~~market~~platforms ~~for~~and ~~our~~third-party ~~products~~service providers ismay ~~uncertain~~be ~~and~~vulnerable isto ~~still~~hacking or other malicious activity. As with any computer code generally, flaws in cryptocurrency ~~evolving~~codes may be exposed to such negative activities.

~~Electronic~~Several ~~cigarettes,~~errors ~~having~~and ~~recently been~~defects ~~introduced~~have tobeen found ~~market~~previously, ~~are~~including atthose anthat ~~early~~disabled ~~stage~~some offunctionality ~~development~~for users and ~~are~~exposed ~~evolving~~users' ~~rapidly~~information. ~~and~~Flaws ~~are~~in ~~characterized~~and ~~by an increasing~~exploitations ~~number~~ of ~~market~~the ~~entrants.~~source ~~Our~~code ~~future~~allow ~~revenues~~malicious ~~and~~actors ~~any~~to ~~future~~take ~~profits~~or ~~are~~create ~~substantially~~money ~~dependent~~have ~~upon~~previously ~~the~~occurred. ~~widespread~~A ~~acceptance and~~hacking ~~use~~occurred ofin ~~electronic~~July ~~cigarettes.~~2017 ~~Rapid~~and a ~~growth~~hacker inexploited ~~the~~a ~~use~~critical ~~of,~~flaw ~~and~~to ~~interest~~drain ~~in,~~three ~~electronic~~large ~~cigarettes~~wallets isthat had a ~~recent~~combined ~~phenomenon~~total ~~and may~~of ~~not~~over ~~continue~~$31 onmillion aworth ~~lasting~~of ~~basis~~Ethereum. If ~~The~~left ~~demand~~undetected, ~~and~~the ~~market~~hacker ~~acceptance~~could ~~for~~have ~~these~~been ~~products~~able ~~is subject~~ to asteal ~~high~~an ~~level~~additional of$150 ~~uncertainty~~million.

WeAnother ~~market~~example aoccurred ~~single~~in ~~class~~August 2016 nearly 120,000 units of ~~products~~Bitcoin, ~~which~~representing ~~may~~nearly be72 billion USD, was stolen from the Bitfinex exchange in Hong Kong. This theft ~~subject~~led to ~~certain~~an ~~government~~immediate ~~regulations~~23% ~~whose~~drop ~~approval~~in wepricing. ~~may~~Further ordetails ~~may~~regarding ~~not~~this event can be ~~able~~found toat: ~~achieve~~https://www.reuters.com/article/us-bitfinex-hacked-hongkong/bitcoin-worth-72-million-stolen-from-bitfinex-exchange-in-hong-kong-idUSKCN10E0KP. These are just a couple examples, and there could be many scenarios in which the blockchain is significantly altered by malicious activity and/or the value of certain cryptocurrency, or cryptocurrencies in general, are negatively affected by malicious activity.

~~Electronic~~While ~~cigarettes~~we ~~are~~have ~~new~~taken steps to ~~the~~protect ~~marketplace~~our ~~and~~cryptocurrency ~~may~~by beutilizing ~~subject~~the tocold ~~regulation~~storage aswallet asystem ~~drug,~~provided aby ~~medical device~~Coinbase, awe ~~drug and medical device and or as a tobacco product. Most electronic cigarettes~~ are ~~sold~~not asimmune ~~a means of delivering nicotine~~ to ~~the~~changes ~~body.~~that ~~The~~effect ~~FDA is~~ the ~~regulatory agency which oversees~~ ~~drugs,~~entire ~~medical~~blockchain. ~~devices~~In ~~and~~this ~~tobacco; however~~event, ~~at present it is unclear which, if any, regulatory process is required to market and sell electronic cigarettes. To date~~ the ~~FDA~~value ~~has~~of ~~not established a definitive policy regulating “electronic cigarettes” but is reviewing cases on a case by case basis. We intend to use reasonable efforts to file for~~ the ~~appropriate~~results ~~approvals~~of ~~to allow us to sell~~ our ~~product~~mining inactivities ~~the~~could ~~United States, however we have no indication that at present we will~~ be ~~able~~significantly toimpacted ~~afford to pursue regulatory approval and that if we are able to pursue said approval we have no assurances that the outcome of said approval process will result~~ in ~~our products being approved by the FDA. Moreover~~unpredictable ways, ifthus ~~the~~adding ~~FDA~~volatility ~~establishes~~and auncertainty ~~regulatory process that we are unable or unwilling~~ to ~~comply with,~~ our ~~business,~~fiscal ~~results of operations, financial condition and prospects would be adversely affected~~projections.

~~The~~COMPANY ~~anticipated~~SPECIFIC ~~costs~~RISKS of complying with future FDA regulations will be dependent on the rules issued by the FDA. Since our products are manufactured by third parties, we anticipate that they will bear the initial investment of approval and will pass those costs to us through price increases. If we need to seek FDA approval, then based on several factors including either pre-market approval or 510K application, we estimate an application could take between 6 to 24 months with a cost of $100,000 to $2 million. If the device is deemed a drug and a device we anticipate that the time and costs to comply with FDA regulations would be prohibitive to the future operations of our company and may have a material adverse effect on our business, results of operations and financial condition. In addition, failure to comply with FDA regulatory requirements could result in significant financial penalties and could have a material adverse effect on our business, financial condition and results of operations and ability to market and sell our products.

~~-12-~~Going Concern Risk

~~Table~~The Company’s financial statement have been prepared on a going concern basis, which contemplates the realization of ~~Contents~~assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses, with a recorded net loss of $76,587 for the year ending as of December 31, 2017 and has accumulated at deficit of $717,020 as of December 31, 2017. These matters raise doubt about the Company’s ability to continue as a going concern.

~~Our products contain low levels of nicotine, which is considered to be a highly addictive substance.~~ 12

*Risks ~~Several~~Associated ofwith ~~our~~being ~~products contain nicotine,~~ a Development ~~chemical~~Stage ~~found~~Company in cigarettes and other tobacco products which is considered to be highly addictive. Our Vapetek Liquivape e-Liquid contain low levels of nicotine which are disclosed on our bottles. Our e-Liquids carry 6 milligrams, 12 milligrams and 18 milligrams, but no amounts higher than the aforementioned numbers. The risks of nicotine exposure and toxicity through contact with the e-Liquids are the following:

*We ~~General~~were ~~Nicotine~~originally ~~Exposure:~~formed ~~Nicotine~~as is a ~~major~~Vaper cigarette ~~factor~~company, inand ~~dependence~~later ~~forming~~changed ~~properties~~our ofchief ~~tobacco~~operations ~~smoking~~to ~~and~~cryptocurrency ismining. ~~known~~In November of 2017, we changed to ~~cause~~focus aall our ~~myriad~~efforts on mining activities, deposing of ~~health~~all ~~problems~~of our vaper cigarette inventory and collateral. Accordingly, ~~including~~the ~~cancer~~Company’s performance and operating results in prior periods are unlikely to be indicative of its future operating performance.

*The ~~Eye~~price ~~Contact:~~of ~~Will~~the ~~cause~~Company’s shares ~~slight~~could ~~temporary~~be ~~eye~~subject ~~irritation~~to wide price swings since the value of cryptocurrencies may be subject to pricing risk and ~~discomfort~~have historically been subject to wide swings in value.

*The ~~Skin~~Company’s ~~Contact:~~shares ~~Depending~~are onsubject to ~~the~~arbitrary ~~concentration~~pricing factors that are not necessarily associated with traditional factors that influence stock prices or the value of ~~nicotine~~non-cryptocurrency ~~exposure~~assets such as revenue, ~~lower~~cashflows, profitability, growth prospects or business activity levels ~~will~~since ~~cause~~the value ~~irritation~~and price, as determined by the investing public, may be influenced by future anticipated adoption or appreciation in value of cryptocurrencies or the ~~skin~~blockchain ~~and~~generally, ~~flakiness~~factors over which the Company has little or no influence or control. ~~However,~~The ~~heavy~~Company’s share ~~concentration~~prices ofmay ~~nicotine~~also onbe ~~skin~~subject ~~contact~~to ~~can~~pricing ~~cause~~volatility ~~intoxication~~due to supply and demand factors associated with few or ~~even~~limited ~~death~~public company options for investment in the segment, which may benefit the Company in the near term and change over time.

~~The~~Cryptocurrency ~~Family~~market ~~Smoking~~prices ~~Prevention~~are ~~and~~determined primarily ~~Tobacco~~using ~~Control~~data ~~Act~~from ~~empowers~~ various exchanges, over-the-counter ~~FDA~~markets, toand ~~regulate~~derivative ~~the~~platforms. ~~amount~~Furthermore, ofsuch ~~nicotine~~prices ~~found~~may inbe subject ~~tobacco~~to ~~products,~~factors ~~but~~such ~~may~~as ~~not~~those ~~require~~that ~~the~~impact ~~reduction~~commodities, ofmore ~~nicotine~~so ~~yields~~than ~~of a~~business ~~tobacco~~activities, ~~product~~which tocould ~~zero.~~be ~~Any~~subjected ~~FDA~~to ~~regulation~~additional influence ~~may~~from ~~require~~fraudulent usor toillegitimate ~~reformulate~~actors, ~~recall~~real or perceived scarcity, and orpolitical, ~~discontinue~~economic, ~~certain~~regulatory ofor ~~the~~other ~~products~~conditions. wePricing may ~~sell~~be ~~from~~the ~~time~~result ~~to time~~of, ~~which~~and may ~~have~~continue ato ~~material~~result ~~adverse~~in, ~~effect~~speculation onregarding ~~our~~future ~~ability~~appreciation toin ~~market~~the ~~our~~value ~~products~~of ~~and have a material~~cryptocurrencies, ~~adverse~~or ~~effect~~the onCompany ~~our~~or ~~business,~~its ~~financial~~share ~~condition~~price, ~~results~~inflating ofand ~~operations,~~making ~~cash~~their ~~flows~~market ~~and/or~~prices ~~future~~more ~~prospects~~volatile.

~~Our~~In ~~business~~addition, the success of the Company, the Company’s share price, and the interest in investors and the public in the Company as an early entrant into the blockchain and cryptocurrency ecosystem may in large part be ~~affected~~the result of the Company’s early emergence as a publicly traded company ifin wewhich ~~are~~holders ~~taxed~~of ~~like~~appreciated ~~other~~cryptocurrency ~~tobacco~~have ~~products~~an oropportunity ifto weinvest ~~are~~inflated ~~required~~cryptocurrency profits for shares of the Company, which could be perceived as a way to ~~collect~~maintaining investing exposure to the blockchain and ~~remit~~cryptocurrency ~~sales~~markets ~~tax~~without exposing the investor to the risk in a particular cryptocurrency. Cryptocurrency holders have realized exponential value due to large increases in the prices of cryptocurrencies and may seek to lock in cryptocurrency appreciation, which investing in the Company’s securities may be perceived as a way to achieve that result, but may not continue in the future. As a result, the value of the Company’s securities, and the value of cryptocurrencies generally may be more likely to fluctuate due to changing investor confidence in future appreciation (or depreciation) in market prices, profits from related or unrelated investments or holdings of cryptocurrency. Such factors or events would have a material adverse effect on ~~certain~~the ability of ~~our~~the ~~internet~~Company ~~sales~~to continue as a going concern or to pursue this segment at all, or on the price of the Company’s securities, which would have a material adverse effect on the business, prospects or operations of the Company and potentially the value of any cryptocurrencies the Company holds or expects to acquire for its own account.

~~Presently~~Small ~~our~~Unrestricted ~~products~~Public ~~are not taxed~~Float ~~like cigarettes or other tobacco products, all~~ of ~~which~~Company have faced significant increases in the amount of taxes collected on the sale of their products. Should state and federal governments and or taxing authorities impose taxes similar to those levied against cigarettes and tobacco products on our products, it may have a material adverse effect on the demand for our products. Moreover, we may be unable to establish the systems and processes needed to track and submit the taxes we collect through internet sales, which would limit our ability to market our products through our websites which would have a material adverse effect on our revenues, operation and financial condition.Stock

~~States~~The ~~such~~large asmajority ~~New~~of ~~York,~~the ~~Hawaii,~~shares ~~Rhode~~held ~~Island,~~are ~~Georgia~~owned ~~and~~by ~~North~~insiders ~~Carolina~~and ~~have~~restricted. ~~begun~~Thereby, ~~collecting~~the ~~taxes~~shares available on ~~Internet~~the ~~sales~~public ~~where~~float ~~companies~~are ~~have~~much ~~used~~less ~~independent~~than ~~contractors in~~the ~~those~~total ~~states~~issued toand outstanding ~~solicit sales from residents of those states~~shares. ~~The~~This ~~requirement~~could tocreate ~~collect,~~a ~~track~~higher ~~and~~level ~~remit~~of ~~taxes~~volatility ~~based~~for onshare ~~independent affiliate~~prices. ~~sales~~This may ~~require~~benefit usthe toCompany ~~increase~~in ~~our~~the ~~prices~~near-term, but ~~which~~could ~~may~~have the opposite affect ~~demand~~or ~~for~~could ~~our~~be ~~products~~a orshort ~~conversely~~term ~~reduce~~detriment ~~our~~to ~~net~~the ~~profit margin;~~Company, ~~either~~with ofthe ~~which~~shares ~~would~~rapidly ~~have~~increasing at a ~~material~~later date. ~~adverse~~However, ~~effect~~overall onthere ~~our~~is ~~revenues,~~a ~~financial~~volatility ~~condition~~risk ~~and~~inherent ~~operating~~in ~~results~~the share pricing.

~~Our success is dependent upon our marketing efforts.~~13

WeShould ~~have~~the ~~limited~~computers ~~marketing~~we ~~experience in~~use ~~marketing electronic cigarettes and limited financial, personnel and other resources to undertake extensive marketing activities.~~for Ifmining wecryptocurrency ~~are~~fail ~~unable~~or tosuffer ~~generate~~any ~~significant~~sort ~~market~~of ~~awareness~~mechanical ~~for~~failure(s) ~~our~~you ~~products and our brands then our operations~~ may ~~not~~lose ~~generate sufficient~~some ~~revenues~~or ~~for~~all usof toyour ~~execute our business plan, generate revenues and achieve profitable operations~~investment.

WeThere ~~rely,~~exists ~~in part, on~~ the ~~efforts~~possibility of that our computers ~~independent~~we ~~sales~~use ~~distributors~~for ~~and~~mining ~~outside~~cryptocurrency ~~broker/dealer~~may ~~network~~fail toor ~~augment~~at ~~our~~some ~~internal~~point ~~sales~~suffer ~~efforts~~some ~~and~~sort ~~distribute~~of ~~our product~~mechanical tofailure(s). ~~wholesalers~~This ~~and~~may orlimit our ~~retailers~~ability to ~~generate~~mine ~~revenues.~~cryptocurrency Nowhich ~~single~~may ~~distributor~~have ~~currently~~a ~~accounts~~negative ~~for~~effect aon ~~material~~your ~~percentage of~~investment. ~~our~~There ~~revenues~~is ~~and~~the wepossibility ~~believe~~ that ~~should~~in ~~any~~the case of ~~these~~such ~~relationships~~failure(s) ~~terminate~~ we ~~would~~may beneed ~~able~~ to ~~find~~hire ~~suitable~~technical ~~replacements, however~~service ~~any~~providers ~~change~~to income ~~distributors~~out orand fix our ~~ability~~mining torigs. ~~timely~~This ~~replace~~could ~~any~~potentially be ~~given~~extremely ~~distributor~~costly ~~would~~and ~~have~~the aCompany ~~material~~may ~~adverse~~not ~~effect on~~have ~~our~~suitable ~~business,~~funds ~~prospects,~~on ~~financial~~hand ~~condition~~to ~~and~~pay ~~results~~for ofsuch ~~operations~~repairs.

~~The~~There ~~lack~~is a risk that some or all of the ~~public~~Company's ~~company~~coins ~~experience~~could be lost or stolen. Access to the Company's coins could also be restricted by cybercrime (such as a denial of ~~our~~service ~~management~~("DOS") ~~team~~attack) ~~may~~against ~~put~~a usservice at which the Company maintains a ~~competitive~~hosted ~~disadvantage~~online wallet. Any of these events may adversely affect the operations of the Company and, consequently, its investments and profitability. The loss or destruction of a private key required to access the Company's digital wallets may be irreversible and the Company denied access for all time to its cryptocurrency holdings or the holdings of others. The Company's loss of access to its private keys or its experience of a data loss relating to the Company's digital wallets could adversely affect its investments and assets.

AsCryptocurrencies aare ~~company~~controllable ~~with~~only by athe ~~class~~possessor of ~~securities registered~~both ~~under~~ the ~~Exchange~~unique ~~Act,~~public weand ~~are~~private ~~subject~~keys relating to ~~reporting~~the ~~and~~local ~~other~~or ~~legal,~~online ~~accounting,~~digital ~~corporate~~wallet ~~governance,~~in ~~and~~which ~~regulatory requirements~~they ~~imposed~~are byheld, which ~~the~~wallet's ~~Exchange~~public ~~Act~~key ~~and~~or ~~rules~~address ~~and~~is ~~regulations~~reflected ~~promulgated~~in ~~under~~ the ~~Exchange~~network's ~~Act~~public blockchain. ~~Our~~ ~~Chairman~~The ~~and CEO~~Company ~~lacks~~will publish the public ~~company~~key ~~experience~~relating to ~~which~~digital ~~could~~wallets ~~impair~~in ~~our~~use ~~ability~~when toit ~~comply~~verifies ~~with~~the ~~these~~receipt ~~legal,~~of ~~accounting,~~transfers and ~~regulatory~~disseminates ~~requirements. Such~~such ~~responsibilities~~information ~~include~~into ~~complying~~the ~~with~~network, ~~Federal~~but ~~securities~~it will ~~laws~~need ~~and~~to ~~making~~safeguard ~~required~~the ~~disclosures~~private onkeys arelating ~~timely~~to ~~basis~~such digital wallets. To the extent such private keys are lost, destroyed or ~~Our~~otherwise ~~senior~~compromised, ~~management~~the ~~may~~Company ~~not~~will be ~~able~~unable to ~~implement~~access ~~and~~its ~~affect~~cryptocurrency ~~programs~~coins and ~~policies~~such inprivate ankeys ~~effective~~will ~~and~~not ~~timely~~be ~~manner that~~capable ~~adequately~~of ~~responds~~being torestored ~~such~~by ~~increased~~any ~~legal~~network. ~~and~~Any ~~regulatory~~loss ~~compliance~~of ~~and~~private ~~reporting~~keys ~~requirements.~~relating ~~Our~~to ~~failure~~digital wallets used to dostore sothe ~~could~~Company's ~~lead~~or its client’s cryptocurrencies would have a material adverse effect the ability of the Company to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on the ~~imposition~~business, prospects or operations of ~~fines~~the Company and ~~penalties~~potentially the ~~and~~value ~~further~~of ~~result~~any incryptocurrencies the ~~deterioration~~Company ofholds ~~our~~or ~~business~~expects to acquire for its own account.

~~Regulations,~~Should ~~including~~we ~~those contained~~suffer ina ~~and~~power ~~issued under the Sarbanes-Oxley Act of 2002 (“SOX”) and the Dodd–Frank Wall Street Reform and~~outage ~~Consumer Protection Act of 2010 (“Dodd-Frank”), increase the cost of doing business and may make it difficult~~ for us toany ~~retain~~reason ~~or attract qualified officers and directors, which could adversely affect the management of~~ our ~~business~~operations ~~and~~may ~~our ability~~be tonegatively ~~obtain or retain listing of our Common Stock~~impacted.

WeOur ~~are~~devices arun ~~public~~on ~~company. The current~~electricity ~~regulatory climate for public companies, even small~~ and ~~emerging growth companies such~~ as ~~ours, may make it difficult~~ ora ~~prohibitively expensive to attract and retain qualified officers~~result, ~~directors~~the ~~and~~loss ~~members~~ of ~~board~~electricity ~~committees~~would ~~required~~temporarily tolimit ~~provide for~~ our ~~effective~~ability ~~management in compliance with the rules and regulations which govern publicly-held companies, including, but not limited~~ to, ~~certifications~~mine ~~from executive officers and requirements for financial experts on boards of directors~~cryptocurrency. ~~The~~Should ~~perceived increased~~this ~~personal~~occur ~~risk~~we ~~associated~~would ~~with~~rely ~~these recent changes may deter qualified individuals from accepting these roles. For example~~heavily, ~~the enactment of the Sarbanes-Oxley Act of 2002 has resulted in the issuance of a series of new rules and regulations~~ ~~and~~if ~~the~~not ~~strengthening of existing rules and regulations by the SEC. Further~~exclusively, ~~recent~~on ~~and~~third ~~proposed~~parties ~~regulations under Dodd-Frank heighten the requirements for board or committee membership, particularly with respect~~ to anremedy ~~individual’s independence from~~ the ~~corporation~~loss ~~and level~~ of ~~experience~~power inwhich ~~finance~~could ~~and~~be ~~accounting matters~~costly. We ~~may~~This ~~have~~could ~~difficulty~~negatively ~~attracting~~impact ~~and~~your ~~retaining directors with the requisite qualifications~~investment. ~~If we are unable to attract and retain qualified officers and directors, the management of our business could be adversely affected.~~

~~-13-~~Our mining rigs are not insured. Any irreparable damage could negatively impact your investment.

~~Table~~Should a mining rig suffer irreparable ofdamage ~~Contents~~for any reason it would hamper our ability to operate and could be costly as the machine would have a value significantly less than if it were functioning properly or if at all. We do not have insurance to cover such losses. If such damage were to ever occur to our mining rigs.

Our internal controls over financial reporting may not be effective, and our independent auditors may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business.

We are subject to various SEC reporting and other regulatory requirements. We have incurred and will continue to incur expenses and, to a lesser extent, diversion of our management’s time in our efforts to comply with SOX Section 404 regarding internal controls over financial reporting. Our management’s evaluation over our internal controls over financial reporting may determine that material weaknesses in our internal control exist. If, in the future, management identifies material weaknesses, or our external auditors are unable to attest that our management’s report is fairly stated or to express an opinion on the effectiveness of our internal controls, this could result in a loss of investor confidence in our financial reports, have an adverse effect on our stock price, and subject us to sanctions or investigation by regulatory authorities.

Limitations on director and officer liability and our indemnification of our officers and directors may discourage stockholders from bringing suit against a director.

Our Certificate of Incorporation and By-Laws provide, with certain exceptions as permitted by Delaware corporation law, that a director or officer shall not be personally liable to us or our stockholders for breach of fiduciary duty as a director, except for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or unlawful payments of dividends. These provisions may discourage stockholders from bringing suit against a director for breach of fiduciary duty and may reduce the likelihood of derivative litigation brought by stockholders on our behalf against a director. In addition, our Certificate of Incorporation and By-Laws provide for mandatory indemnification of directors and officers to the fullest extent permitted by governing state law.

We may incur a variety of costs to engage in future acquisitions of companies, products or technologies, to grow our business, to expand into new markets, or to provide new services. As such, the anticipated benefits of those acquisitions may never be realized.

It is management’s intention to acquire other businesses to grow our customer base, to expand into new markets, and to provide new product lines. We may make acquisitions of, or significant investments in, complementary companies, products or technologies, although no additional material acquisitions or investments are currently pending. Acquisitions may be accompanied by risks such as:

- difficulties in assimilating the operations and employees of acquired companies; - diversion of our management’s attention from ongoing business concerns; - our potential inability to maximize our financial and strategic position through the successful incorporation of acquired technology and rights into our products and services; - additional expense associated with amortization of acquired assets; - additional expense associated with understanding and development of acquired business; - maintenance and implementation of uniform standards, controls, procedures and policies; and - impairment of existing relationships with employees, suppliers and customers as a result of the integration of new management employees.

The forecasts of market growth included in this Form 10-K may prove to be inaccurate, and even if the market in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates, which may not prove to be accurate. Forecasts relating to the expected growth in the biometrics market may prove to be inaccurate. Even if these markets experience the forecasted growth, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this prospectus should not be taken as indicative of our future growth.

We might require additional capital to support business growth and this capital might not be available on acceptable terms, if at all.

We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new features or enhance our existing products, improve our operating infrastructure or acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure funds. If we raise funds through issuances of equity or convertible debt securities our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our future capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired.

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If we obtain financing, existing shareholder interests may be diluted.

If we raise additional funds by issuing equity or convertible debt securities the percentage ownership of our shareholders will be diluted. In addition, any new securities could have rights, preferences and privileges senior to those of our common stock. Furthermore, we cannot assure you that additional financing will be available when and to the extent we require or that, if available, it will be on acceptable terms.

The requirements of being a public company may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.”

We are required to comply with various regulatory and reporting requirements, including those required by the SEC. Complying with these reporting and other regulatory requirements is time-consuming and expensive and could have a negative effect on our business, results of operations and financial condition. As a public company, we are subject to the reporting requirements of the Exchange Act, and requirements of SOX. The cost of complying with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. SOX requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. To maintain and improve the effectiveness of our disclosure controls and procedures, we must commit significant resources, may be required to hire additional staff and need to continue to provide effective management oversight. We will be implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. Sustaining our growth also will require us to commit additional management, operational and financial resources to identify new professionals to join the Company and to maintain appropriate operational and financial systems to adequately support expansion. These activities may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

As an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) enacted on April 5, 2012, we may take advantage of certain temporary exemptions from various reporting requirements including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of SOX (and rules and regulations of the SEC thereunder, which we refer to as Section 404) and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.

When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We will remain an “emerging growth company” for up to five years, although we may cease to be an emerging growth company earlier under certain circumstances. We cannot predict or estimate the amount of additional costs we may incur as a result of becoming a public company or the timing of such costs.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board (FASB), the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

Risks Relating to Ownership of Our Securities

Our stock price may be volatile or may decline regardless of our operating performance and the price of our common stock may fluctuate significantly.

Once our shares begin trading, the market price for our common stock is likely to be volatile, in part because our shares have not been traded publicly. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

- competition from other e-cigarette and tobacco companies or related businesses;

- changes in government regulations, general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the e-cigarette and tobacco industry;

- changes in key personnel;

- entry into new geographic markets;

- actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;

- changes in operating performance and stock market valuations of other e-cigarette and tobacco and related companies;

- investors’ perceptions of our prospects and the prospects of the e-cigarette and tobacco industry;

- fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;

- the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

- announcements relating to litigation;

- financial guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

- the development and sustainability of an active trading market for our common stock;

- future sales of our common stock by our officers, directors and significant stockholders; and

- changes in accounting principles affecting our financial reporting.

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These and other factors may lower the market price of our common stock, regardless of our actual operating performance.

The stock markets and trading facilities, including the OTC Bulletin Board, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities in many companies. In the past, stockholders of some companies have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.

As a public company, we will be required to evaluate our internal controls over financial reporting. Furthermore, at such time as we cease to be an “emerging growth company,” as more fully described in these Risk Factors, we shall also be required to comply with Section 404. At such time we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. We cannot be certain as to the timing of completion of our evaluation, testing and any remediation actions or the impact of the same on our operations. As a result, there could be a negative reaction in the financial markets due to a loss of confidence in the reliability of our financial statements. In addition, we may be required to incur costs in improving our internal control system and the hiring of additional personnel. Any such action could negatively affect our results of operations and cash flows.

We are an "emerging growth company" and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our Common Stock less attractive to investors, potentially decreasing our stock price.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if potential investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile or decrease.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any June 30.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. However, we may choose “opt out” of such extended transition period, and as a result, we would then comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. Section 107 of the JOBS Act provides that our decision to opt out of the extended transition period for complying with new or revised accounting standards would be irrevocable

When these exemptions cease to apply, we expect to incur additional expenses and devote increased management effort toward ensuring compliance with them. We may remain an “emerging growth company” for up to five years, although we may cease to be an emerging growth company earlier under certain circumstances. We cannot predict or estimate the amount of additional costs we may incur as a result of the change in our status under the JOBS Act or the timing of such costs.

Our management and director have significant control of our common stock and could control our actions in a manner that conflicts with the interests of other stockholders.

Our executive officers and directors together beneficially own approximately 87% of our common stock, representing approximately 87% of the voting power of our outstanding capital stock. As a result, these stockholders, acting together, have the ability to exercise considerable influence over matters requiring approval by our stockholders, including the election of directors, and may not always act in the best interests of other stockholders. Such a concentration of ownership may have the effect of delaying or preventing a change in our control, including transactions in which our stockholders might otherwise receive a premium for their shares over then current market prices.

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Table of Contents

We do not intend to pay dividend for the foreseeable future.

The continued operation and growth of our business will require substantial cash. Accordingly, we do not anticipate that we will pay any cash dividends on shares of our common stock for the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, contractual restrictions relating to indebtedness we may incur, restrictions imposed by applicable law and other factors our board of directors deems relevant. Accordingly, realization of a gain on your investment will depend on the appreciation of the price of our common stock, which may never occur. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.

OTC Marketplace Qualification for Quotation

To have our shares of common stock quoted on the Over-the-Counter Marketplace (“OTC”), a market maker must file an application on our behalf in order to make a market for our common stock. We have not engaged in any discussions with a FINRA Market Maker to file our application on Form 211 with FINRA. No assurances can be made that we will be able to obtain a FINRA Market Maker to file our application on Form 211.

Rule 144 may not be applicable to some, or all, of our shareholders.

Rule 144(i)(1) prohibits the use of the rule for sales of restricted stock and stock held by affiliates into the public market if the issuing company is now or ever has been a “shell company”, unless the requirements of Rule 144(i)(2) are satisfied. The following explanation is qualified in its entirely by reference to the complete text of Rule 144. Rule 144(i)(1) defines a shell company as a company that is now or at any time previously has been an issuer, that has:(A) No or nominal operations; and(B) Either:(1) No or nominal assets;(2) Assets consisting solely of cash and cash equivalents; or (3) Assets consisting of any amount of cash and cash equivalents and nominal other assets. This does not include a development stage company pursuing an actual business, a business combination related shell company, as defined in Rule 405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation S-K. Rule 144(i)(2) does permit the use of Rule 144 by stockholders of an issuing company has previously been but is not now a shell company if the issuing company [that] has been filing reports with the SEC for one year that contain information about its current operating (or development stage) business activities (not including shell company activities) and it is current in its reporting obligations at the time of the proposed sale in reliance on Rule 144.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

As of the date of this report, we do not own any properties. However, we do rent a 1300 square foot office space, at a price of $1,000 per month, from West Coast Vape Supply. The address of our rented property is 580 West Cheyenne Ave. STE 160, North Las Vegas, NV 89030.

Item 3. Legal Proceedings.

~~From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business.~~ We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Market Information

WeOur ~~are~~common ~~not~~stock ~~currently~~is listed onto ~~any~~trade ~~exchange~~on ~~however,~~the weOTC ~~intend~~Markets toGroup bePINK ~~quoted~~tier onunder the ~~OTC~~symbol ~~Marketplace~~“NODC.” Active trading of our common stock began in the fourth ~~future~~quarter of 2017.

Stockholders of Our Common Shares

As of ~~December~~April 313, ~~2016~~2018, we had 7785,~~520~~140,000 shares of our common stock issued and outstanding.

Recent Sales of Unregistered Securities

The following sets forth certain information concerning securities which were sold or issued by us without the registration of the securities under the Securities Act of 1933 in reliance on exemptions from such registration requirements.

OnDuring ~~January~~the ~~21,~~year ~~2016~~ended December 31, 2017 the Company ~~issued 250~~sold 2,420,000 shares of common stock toat apar ~~vendor~~value ~~for development~~ of ~~Company software and its website. The shares were valued at~~ $0.~~025~~ 0001 for total ~~non-~~cash ~~expense~~proceeds of $~~6,250~~242.

On June 1317, ~~2016~~2017, the Company ~~sold~~executed 1a consulting agreement with I-Business Management LLC in connection with the 360,000~~,000~~ shares ofthat ~~common~~they ~~stock~~purchased. toThe ~~Alham~~agreement is ~~Benyameen,~~for ~~Chairman~~investor ofrelation ~~the~~services ~~Board~~ for ~~total~~a ~~proceeds~~period of ~~$25,000~~six months.

On ~~July~~March 6, ~~2016~~2018, the Company ~~issued~~ 10sold 200,000~~,000~~ shares of common stock ~~each to Alham Benyameen, Chairman of the Board and Andy Michael Ibrahim, CEO,~~ for ~~services rendered. Because the Company’s stock does not currently trade on an open market, the shares were valued at $0.025, the price of recent shares sold for cash, for a~~ total ~~non-~~cash ~~expense~~proceeds of $~~500~~10,000.

During the year ended December 31, 2016, the Company sold and issued 2,120,000 shares of common stock to third parties for total cash proceeds of $53,000. These shares were sold pursuant to the Company’s effective S-1 Registration Statement.

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Table of Contents

Item 6. Selected Financial Data.

The registrant is a smaller reporting company, pursuant to Rule 229.10(f)(1), and is not required to report this information.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of operations for the years ended December 31, ~~2016~~2017 and ~~2015~~2016.

Revenues

Our sales revenue was $~~153~~90,~~758~~438 for the year ended December 31, ~~2016~~2017, compared to $86153,~~536~~758 for the year ended December 31, ~~2015~~2016. ~~For~~All but $10,040 of sales in the current year ~~ended~~were ~~December~~from ~~31,~~our ~~2016~~now ~~approximately~~discontinued 16operations. Approximately 52% and 17% of the revenue ~~generated~~from discontinued operations was from one related party ~~whereas~~ for the ~~year~~years ended December 31, ~~2015~~2017 itand ~~was~~2016, ~~approximately 65%~~respectively. The ~~increase~~ decrease in revenue is due to ~~revenue~~the ~~generated~~phasing out of the e-cigarettes and vapor product business. In 2017 we earned $10,040 from our new ~~customers~~business model.

Cost of Sales

Our cost of sales was $8388,~~319~~639 for the year ended December 31, ~~2016~~2017, compared to $5883,~~634~~319 for the year ended December 31, ~~2015~~2016. The ~~increase~~decrease is related to the andecrease ~~increase~~ in sales volume. AtIn ~~the same time~~2017, ~~we have been able to increase the margin on sales of electronic cigarettes or “e-cigs”~~$9, ~~e-cig~~250 ~~attachments,~~was ~~customizable~~from ~~devices, and e-liquid cartridges by increasing the volume of~~ our ~~inventory~~new ~~purchases~~business model.

Operating Expenses

Our operating expenses ~~increased~~from bycontinuing operations decreased by $~~504~~461,~~827~~127 to $~~589~~74,~~895~~535 for the year ended December 31, ~~2016~~2017 from $85535,~~068~~662 for the year ended December 31, ~~2015~~2016. ~~The~~In ~~increase~~the inprevious ~~expenses is~~year ~~primarily~~we ~~due~~recognized to$500,000 ~~increased~~of ~~professional~~non-cash ~~fees~~expense ~~and~~for ~~other~~stock ~~expenses~~issued ~~related~~ to our ~~reporting~~officers ~~requirements~~that aswe adid ~~public company.~~not Inhave ~~addition,~~ in ~~the~~2017. ~~current~~Without ~~period~~the ~~we recognized~~ $500,000 ofoperating ~~non-cash~~expenses ~~expense~~would ~~for~~have ~~stock~~increased ~~issued to our officers~~$38,873.

Other expense

~~During~~For the year ended December 31, 2017 we incurred $3,851 of imputed interest on our related party debt. The $3,851 was credited to paid in capital. During the year ended December 31, 2016, the company lost $33,713 from a short-term investment in trading securities.

Net Loss

We recorded a net loss of $~~553~~76,~~169 for~~587 for the year ended December 31, ~~2016~~2017, as compared with a net loss of $57553,~~166~~169 for the year ended December 31, ~~2015~~2016. The ~~increase~~ decrease in net loss is attributed to the ~~increased~~decreased operating expenses, including $500,000 of non-cash expense for the issuance of common stock to officers and to the $33,713 loss incurred on investment in 2016.

Liquidity and Capital Resources

Cash Used in Operating Activities

For the years ended December 31, ~~2016~~2017 and ~~2015~~2016 we used $3725,~~406~~403 and $6237,~~910~~406 for operating activities, respectively. ~~Our~~The ~~increase~~decrease in ~~inventory~~net ~~and~~cash ~~professional~~used ~~fee~~in ~~expense~~operating activities ~~for~~is ~~the~~due ~~years~~to ~~ended~~a ~~December~~decreased ~~31,~~level ~~2016~~of ~~and~~operations ~~2015~~for ~~was~~ the ~~main~~year ~~contributing~~ended ~~factor~~December ~~for~~31, ~~our negative operating cash flow.~~2017

Cash from Investing Activities

During the year ended December 31, 2016 and 2015 we used $33,713 and $0, respectively on investing activities. In 2016, we invested in and recognized a loss on trading securities.

Cash from Financing Activities

During the ~~year~~years ended December 31, 2017 ~~2016~~ and ~~2015~~2016 we ~~generated~~ had net cashflows of $7729,~~660~~753 and $6368,~~972~~000, respectively mostly in cash from advances from related parties and sale of our common stock.

As of December 31, ~~2016~~2017, we owed $2920,~~500~~ 000 to West Coast Vape Supply Inc. ~~The~~and ~~loan~~$34,500 isto ~~non-interest~~MeWe ~~bearing~~World, ~~and payable on demand~~Inc.

As of December 31, ~~2016~~2017, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to ~~fund~~ fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, ~~working~~ working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the ~~advancement~~ advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

Revenue Recognition

Revenue is only recognized when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred or services have been rendered, (3) the price to the buyer is fixed or determinable, and (4) collectability is reasonably assured.

For the Company’s new operations there are two types of revenue as of December 31, 2017. 1) Revenue is recognized from the sales of GPU mining units that are built and sold to third parties. 2) The Company earns revenue on the cryptocurrency that its GPU mining computers mine / blocks that are solved. The Company currently only mines Bitcoin and Ethereum. The only cryptocurrency mined in 2017 was Bitcoin, payment is always in Bitcoin and recoded on the date it is earned. When cryptocurrency is received as revenue is debited to an asset account and accounted for as trading securities. The Company may sell the asset at a higher or lower price than when it was mined or may trade it for a different cryptocurrency asset.

Trading Securities

The Company holds trading securities, which consist of investments in Digital Assets such as Bitcoin and Ethereum. The securities are recorded on the balance sheet in current assets at their fair value at the time of receipt. Trading securities are marked to market at each balance sheet date with gains and losses recorded in net income.

Off-Balance Sheet Arrangements

We have not entered into any 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, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for interim and annual periods beginning after December 15, 2017 and should be applied prospectively on or after the effective date. The Company is in the process of evaluating the impact of this accounting standard update.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires restricted cash to be presented with cash and cash equivalents on the statement of cash flows and disclosure of how the statement of cash flows reconciles to the balance sheet if restricted cash is shown separately from cash and cash equivalents on the balance sheet. ASU 2016-18 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory, which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides guidance for targeted changes with respect to how cash receipts and cash payments are classified in the statements of cash flows, with the objective of reducing diversity in practice. ASU 2016-15 is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its statements of cash flows.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company has evaluating the impact of this accounting standard update and noted that it has had no material impact.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). ASU 2016-02 requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 and interim periods in fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

In May 2014, August 2015, April 2016 and May 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2014-09 (ASC Topic 606), Revenue from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date, ASU 2016- from Contracts with Customers, ASU 2015-14 (ASC Topic 606) Revenue from Contracts with Customers, Deferral of the Effective Date, ASU 2016-10 (ASC Topic 10 (ASC Topic 606) Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with 606) Revenue from Contracts with Customers, Identifying Performance Obligations and Licensing, and ASU 2016-12 (ASC Topic 606) Revenue from Contracts with accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. It also requires entities to disclose both quantitative and qualitative information that enable financial statements users to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amendments in these ASUs are effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted for annual periods beginning after December 15, 2016. This standard may be applied process of assessing the impact, if any, on its financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Table of Contents

Item 8. Financial Statements and Supplementary Data.

~~VAPETEK~~NODECHAIN, INC.

(Formerly VAPETEK, INC.)

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

		Pages
Report of Independent Registered Public Accounting Firm		20
Report of Independent Registered Public Accounting Firm		F2
Balance Sheets as of December 31, 2017 and 2016		21
Report of Independent Registered Public Accounting Firm		F3
Statements of Operations for the years ended December 31, 2017 and 2016		21
Balance Sheets as of December 31, 2016 and 2015		F4
Statements of Changes in Stockholders’ (Deficit) and for the years ended December 31, 2017 and 2016		23
Statements of Operations for the years ended December 31, 2016 and 2015		F5
Statements of Cash Flows for the years ended December 31, 2017 and 2016		24
Statements of Changes in Stockholders’ (Deficit) and for the years ended December 31, 2016 and 2015		F6
Notes to Financial Statements		25
Statements of Cash Flows for the years ended December 31, 2016 and 2015		F7
Notes to Financial Statements		F8-F11

~~-F1-~~19

~~Table~~ Report of ~~Contents~~Independent Registered Public Accounting Firm

BFTo ~~Borgers~~the ~~CPA~~shareholders PCand ~~Quality~~the ~~Audits~~board of &directors ~~Tax~~of Nodechain, Inc.

~~REPORT OF~~Opinion ~~INDEPENDENT~~on ~~REGISTERED~~the ~~PUBLIC~~Financial ~~ACCOUNTING FIRM~~Statements

ToWe have audited the ~~Board~~accompanying consolidated balance sheets of ~~Directors~~Nodechain, Inc. (the "Company") as of December 31, 2017 and 2016, the related statements of operations, stockholders' equity (deficit), and cash flows for the years 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 December 31, 2017 and 2016, 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.

~~Vapetek, Inc.~~Basis for Opinion

WeThese ~~have~~financial ~~audited~~statements ~~the~~are ~~accompanying~~the ~~balance~~responsibility ~~sheet~~ of ~~Vapetek,~~the ~~Inc~~Company's management. ~~the~~Our ~~"Company")~~responsibility asis ofto ~~December~~express ~~31,~~an ~~2016,~~opinion ~~and~~ on the ~~related~~Company's financial statements ofbased on ~~operations,~~our ~~changes~~audit. inWe ~~stockholders'~~are ~~deficit~~a ~~and~~public ~~cash~~accounting ~~flows~~firm ~~for~~registered with the ~~year~~Public ~~then~~Company ~~ended.~~Accounting ~~These~~Oversight ~~financial~~Board (United States) ("PCAOB") ~~statements~~and are ~~the~~required ~~responsibility~~to ofbe independent with respect to the Company's ~~management~~in accordance with the U.S. ~~Our~~federal ~~responsibility~~securities islaws toand ~~express~~the anapplicable rules ~~opinion~~and onregulations ~~these~~of ~~financial~~the ~~statements based~~Securities onand ~~our~~Exchange ~~audit~~Commission and the PCAOB.

We conducted our audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States)~~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~~. The Company was not required to have~~, ~~nor~~whether ~~were~~due ~~we engaged~~ to ~~perform,~~error anor ~~audit of its internal control over financial reporting~~fraud. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

InOur ~~our~~audit ~~opinion,~~included performing procedures to assess the risks of material misstatement of the financial statements, ~~referred~~whether due to ~~above~~error ~~present~~or ~~fairly~~fraud, inand ~~all~~performing ~~material~~procedures that ~~respects,~~respond ~~the~~to ~~financial~~those ~~position~~risks. ofSuch ~~the~~procedures ~~Company~~included asexamining, ~~of December~~on ~~31,~~a ~~2016~~test basis, evidence regarding the amounts and disclosures in the ~~results~~financial ofstatements. ~~its~~Our ~~operations,~~audit ~~changes~~also inincluded ~~stockholders’~~evaluating ~~deficit~~the accounting principles used and ~~its~~significant ~~cash~~estimates ~~flows~~made ~~for~~by management, as well as evaluating the ~~years~~overall ~~ended December~~presentation ~~31,~~of ~~2016,~~the infinancial ~~conformity~~statements. ~~with~~We ~~accounting~~believe ~~principles~~that ~~generally~~our ~~accepted~~audit inprovides ~~the~~a ~~United~~reasonable basis ~~States~~for ofour ~~America~~opinion.

~~The~~Substantial ~~accompanying financial~~Doubt ~~statements~~about ~~have been prepared assuming that~~ the Company ~~will continue as a going concern. As discussed in Note 8 to the financial statements, these conditions raise substantial doubt about its ability to continue as a going concern. Management'~~’s ~~plans~~ inAbility ~~regard~~ to ~~these~~Continue matters are also described in Note 8. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a ~~going~~Going ~~concern.~~Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2017

Lakewood, CO

April 114, ~~2017~~2018

~~-F2-~~ 20

Table of Contents

NODECHAIN, INC. (Formerly Vapetek Inc). BALANCE SHEETS
			December 31,
			2017		2016
ASSETS

Current assets:
	Cash	$	1,196	$	2,848
	Trading securities		540		-
	Assets of discontinued operations		3,959		48,121
Total current assets			5,695		50,969

Equipment, net			26,616		92

Total assets		$	32,311	$	51,061

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
	Accounts payable and accrued liabilities	$	4,264	$	-
	Notes Payable - related parties		55,160		29,500
	Accrued rent – related party		13,150		6,600
	Liabilities of discontinued operations		-		3,884
Total current liabilities			72,574		39,984

Total liabilities			72,574		39,984

Commitments and contingencies			-		-

Stockholders' deficit:
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding		-		-
	Common stock, $0.0001 par value, 100,000,000 shares authorized; 79,940,000 and 77,520,000 shares issued and outstanding, respectively		7,994		7,752
	Additional paid-in capital		668,763		643,758
	Accumulated deficit		(717,020)		(640,433)
	Total stockholders' equity (deficit)		(40,263)		11,077

Total liabilities and stockholders' equity (deficit)		$	32,311	$	51,061

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Vapetek, Inc.

We have audited the accompanying balance sheet of Vapetek, Inc. the "Company") as of December 31, 2015, and the related statements of operations, changes in stockholders' deficit and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2015, and the results of its operations, changes in stockholders’ deficit and its cash flows for the years ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, these conditions 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 7. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

/s/ Anton & Chia, LLP

Newport Beach, CA

March 30, 2016

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VAPETEK INC. BALANCE SHEETS
			December 31,
			2016		2015
ASSETS
Current assets:
	Cash	$	2,848	$	5,967
	Inventory		48,121		17,471
Total current assets			50,969		23,438
Computer, net			92		458
Total assets		$	51,061	$	23,896
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Accounts payable and accrued liabilities	$	3,884	$	-
	Notes Payable - related parties		29,500		39,500
	Accrued rent – related party		6,600		14,060
Total current liabilities			39,984		53,560
Total liabilities			39,984		53,560
Stockholders' deficit:
	Preferred stock, $0.0001 par value, 5,000,000 shares authorized; none issued and outstanding		-		-
	Common stock, $0.0001 par value, 100,000,000 shares authorized; 77,520,000 and 54,150,000 shares issued and outstanding, respectively		7,752		5,415
	Additional paid-in capital		643,758		52,185
	Accumulated deficit		(640,433)		(87,264)
	Total stockholders' equity (deficit)		11,077		(29,664)
Total liabilities and stockholders' equity (deficit)		$	51,061	$	23,896

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

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NODECHAIN, INC. (Formerly Vapetek Inc.) STATEMENTS OF OPERATIONS
				For the Years Ended December 31,
				2017			2016
Revenue:
Revenue from continuing operations			$	9,500		$	-
Service revenue from continuing operations				540			-
Net revenue				10,040			-
Cost of sales, continuing operations					9,250			-
Gross Margin				790			-

Operating expenses:
	Professional fees			33,659			35,662
	Compensation expense			-			500,000
	Rent expense, related party			15,350			-
	General and administrative			25,526			-
		Total operating expenses			74,535			535,662
Loss from continuing operations					(73,745)			(535,662)

Other expense:
	Interest expense				(3,851)			-
	Loss on investment				-			(33,713)
Total other expense					(3,851)			(33,713)
Net loss from continuing operations					(77,596)			(569,375)

Net income from discontinued operations					1,009			16,206

Net loss			$	(76,587)		$	(553,169)

Loss per common share - basic and diluted			$	(0.00)		$	(0.01)

Weighted average common shares outstanding – basic and diluted				78,813,589			65,733,479

VAPETEK INC. STATEMENTS OF OPERATIONS
				For the Years Ended December 31,
				2016		2015
Sales			$	128,498	$	30,422
Sales – related party				25,260		56,114
Total sales				153,758		86,536
Cost of sales				83,319		58,634
Gross Margin				70,439		27,902
Operating expenses:
	Professional fees			35,662		49,462
	Compensation expense – related party			500,000		-
	General and administrative			54,233		35,606
		Total operating expenses		589,895		85,068
Loss from operations				(519,456)		(57,166)
Other expense
	Loss on investment			(33,713)		-
Total other expense				(33,713)		-
Net loss			$	(553,169)	$	(57,166)
Basic loss per common share			$	(0.01)	$	(0.00)
Basic weighted average common shares outstanding				65,733,479		40,314,219

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

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NODECHAIN, INC. (Formerly Vapetek Inc.) STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
	Common Stock				Additional Paid in			Accumulated Deficit		Total
	Shares		Amount		Capital			Accumulated Deficit		Total
Balance at December 31, 2015		54,150,000	$	5,415	$	52,185	$	(87,264)	$	(29,664)

Common stock issued for cash		3,120,000		312		77,688		-		78,000

Common stock issued for services		20,250,000		2,025		504,225		-		506,250

Forgiveness of related party debt		-		-		9,660		-		9,660

Net loss for the year ended December 31, 2016		-		-		-		(553,169)		(553,169)

Balance at December 31, 2016		77,520,000		7,752		643,758		(640,433)		11,077

Common stock issued for cash		2,420,000		242		-		-		242

Imputed interest expense		-		-		3,851		-		3,851

Contributed equipment – related party		-		-		21,154		-		21,154

Net loss for the year ended December 31, 2017		-		-		-		(76,587)		(76,587)

Balance at December 31, 2017		79,940,000	$	7,994	$	668,763	$	(717,020)	$	(40,263)

VAPETEK INC. STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
	Common Stock				Additional Paid in			Accumulated Deficit		Total
	Shares		Amount		Capital
Balance at December 31, 2014		6,250,000	$	625	$	4,875	$	(30,098)	$	(24,598)
Common stock issued for cash		3,200,000		320		47,310		-		47,630
Common stock issued for services		44,700,000		4,470		-		-		4,470
Net loss for the year ended December 31, 2015		-		-		-		(57,166)		(57,166)
Balance at December 31, 2015		54,150,000		5,415		52,185		(87,264)		(29,664)
Common stock issued for cash		3,120,000		312		77,688		-		78,000
Common stock issued for services		20,250,000		2,025		504,225		-		506,250
Forgiveness of related party debt		-		-		9,660		-		9,660
Net loss for the year ended December 31, 2016		-		-		-		(553,169)		(553,169)
Balance at December 31, 2016		77,520,000	$	7,752	$	643,758	$	(640,433)	$	11,077

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

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NODECHAIN, INC. (Formerly Vapetek Inc.) STATEMENTS OF CASH FLOWS
					For the Years Ended December 31,
					2017		2016
Cash flows from operating activities:
	Net Loss			$	(76,587)	$	(553,169)
	Adjustments to reconcile net loss to net
	cash used in operating activities:
		Depreciation			92		367
		Loss of trading securities			-		33,713
		Stock-based compensation - related party			-		500,000
	Stock-based compensation				-		6,250
	Changes in operating assets and liabilities:
	Accounts receivable				(3,959)		-
		Inventory			48,120		(30,650)
		Accounts payable and accrued liabilities			381		(6,293)
		Accrued rent – related party			6,550		16,260
		Net cash provided by discontinued operation			-		(3,884)
			Net cash used in operating activities		(25,403)		(37,406)

Cash flows from investing activities:
Investment					-		(33,713)
Purchase of digital assets					(540)		-
Purchase of fixed assets					(5,462)		-
Net cash used in investing activities					(6,003)		(33,713)

Cash flows from financing activities:
		Loans from related party			35,160		-
		Repayment of related party loans			(9,500)		(10,000)
		Imputed interest expense			3,851
		Proceeds from the sale of common stock			242		78,000
			Net cash provided by financing activities		29,753		68,000

Net change in cash					(1,652)		(3,119)

Cash, beginning of year					2,848		5,967

Cash, end of year				$	1,196	$	2,848

Supplemental Disclosures:
	Cash paid for interest			$	-	$	-
	Cash paid for taxes			$	-	$	-

Supplemental disclosure of noncash activities:
	Forgiveness of related party accrued rent			$	9,660	$	9,660
	Contributed equipment			$	21,154	$	-

VAPETEK INC. STATEMENTS OF CASH FLOWS
					For the Years Ended December 31,
					2016		2015
Cash flows from operating activities:
	Net Loss			$	(553,169)	$	(57,166)
	Adjustments to reconcile net loss to net cash used in operating activities:
		Depreciation			367		367
		Loss on trading securities			33,713		-
		Stock-based compensation - related party			500,000		4,130
	Stock-based compensation				6,250		340
	Changes in operating assets and liabilities:
		Inventory			(30,650)		(15,600)
		Accounts payable and accrued liabilities			(10,177)		(1,181)
		Accrued rent – related party			16,260		8,425
		Deferred revenue			-		(2,225)
			Net cash used in operating activities		(37,406)		(62,910)
Cash flows from investing activities:
Investment					(33,713)		-
Net cash used in investing activities					(33,713)		-
Cash flows from financing activities:
		Loans from related party			-		30,000
		Repayment of related party loans			(10,000)		(13,658)
		Proceeds from the sale of common stock			78,000		47,630
			Net cash provided by financing activities		68,000		63,972
Net change in cash					(3,119)		1,062
Cash, beginning of year					5,967		4,905
Cash, end of year				$	2,848	$	5,967
Supplemental Disclosures:
	Cash paid for interest			$	-	$	-
	Cash paid for taxes			$	-	$	-
Supplemental disclosure of noncash activities:
	Forgiveness of related party accrued rent			$	9,660	$	-

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

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~~Table of~~Nodechain, ~~Contents~~Inc.-

~~VAPETEK~~(Formerly ~~INC~~Vapetek Inc.)

NOTES TO FINANCIAL STATEMENTS

ASAs OFof ~~DECEMBER~~December 31, ~~2016~~2017

NOTE 1. - ORGANIZATION ~~AND~~ AND DESCRIPTION OF BUSINESS

~~VAPETEK~~Nodechain Inc., f/k/a, ~~ALPINE~~Vapetek, 2 Inc. (the “Company”), was incorporated under the laws of the State of Delaware on June 18, 2013. ~~VAPETEK~~Nodechain, Inc. ~~designs~~has, as ~~markets~~of this time, ceased any and ~~distributes~~all ~~electronic~~activities ~~cigarettes,~~relating ~~vaporizers,~~to the sale of e-~~liquids,~~cigarettes and ~~accessories~~vapor products. ~~The~~As ~~Company’s~~such, ~~products~~all ~~are~~former ~~designed~~assets and inventory of the Company pertaining to ~~look~~the ~~like~~vape ~~traditional~~industry ~~cigarettes~~have been disposed of. Nodechain, Inc.’s current business operations are ~~battery-powered~~comprised ~~products~~of ~~that~~activities ~~enable~~revolving ~~users~~around tothe ~~inhale~~blockchain, ~~nicotine~~with ~~vapor~~a ~~without~~particular ~~smoke,~~emphasis ~~tar, ash,~~on ordigital ~~carbon~~cryptocurrency ~~monoxide~~mining and transaction validation.

On March 6, 2014, the Board of Directors and majority stockholder of the Company approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from ALPINE 2 Inc. to ~~VAPETEK~~Vapetek, Inc. On that date, the Company filed a Certificate of Amendment with the State of Delaware.

On April 1, 2014, the Company entered into a product distribution agreement with West Coast Vape Supply Inc. to supply electronic cigarettes, vaporizers, e-liquids, and accessories, and other third party products. West Coast Vape Supply Inc. is a related party and owned 100% by the management of ~~Vapetek~~ Nodechain, Inc.

On September 23, 2014, the Company filed its Form 8-K (“Super 8-K”) outlining its discussion on its asset acquisition license with PennyGrab Inc., its entry into a product distribution agreement with West Coast Vape Supply Inc. to supply products of electronic cigarettes, vaporizers, e-liquids, and accessories, and other third party products, the development of its corporate website and sales from its line of products that it now offers. As a fully-operating entity, the Super 8-K disclosed that it had exited its shell company status pursuant to Item 5.06, Change in Shell Company Status.

On August 11, 2014, the Company entered into a Licensing Agreement (the “Agreement”) with PennyGrab Inc. (“PennyGrab”). PennyGrab, a company owned 100% by our Chairman, Alham Benyameen, is the owner of technology, including software code, relating a website designed for wholesale, retail, and online auction compatible products. The software code is a PHP website script that is 100% customizable and is SEO friendly that improves site search engines rankings. The software code is the “Licensed Technology.”

Pursuant to the Agreement, PennyGrab granted to the Company an exclusive, transferable (including sublicensable) worldwide perpetual license of the Licensed Technology, to make, use, lease, and sell products incorporating the Licensed Technology. The Company is required to pay to PennyGrab royalty payments equal to $100 (One Hundred Dollars) per year. The term of the Agreement is ongoing and effective as of August 11, 2014.

~~NOTE~~On December 21, 2017, the Board of Directors and majority stockholder of the Company approved an amendment to the Company’s Certificate of Incorporation to change the name of the Company from Vapetek, Inc. ~~SUMMARY~~ to Nodechain, Inc. OFOn ~~SIGNIFICANT~~that ~~ACCOUNTING~~date, ~~POLICIES~~the Company filed a Certificate of Amendment with the State of Delaware.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"). In the opinion of management, all adjustments necessary in order for the financial statements to be not misleading have been reflected herein. The Company has elected a fiscal year ending on December 31.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from those estimates.

Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of less than 90 days. Cash equivalents are placed with high credit quality financial institutions and are primarily in money market funds. The carrying value of those investments approximates fair value. There were no cash equivalents as of December 31, ~~2016~~2017 and ~~2015~~2016.

Inventory

The ~~Company~~ ~~inventories~~Company had inventoried a variety of electronic cigarettes, known as “e-cigs”, e-cig attachments, customizable devices, and e-liquid cartridges isthat were stated at the lower of cost (first in, first out method) or market. As of December 31, 2016 ~~and 2015~~, the Company has $48,121 ~~and $17,471,~~ respectively of finished goods inventory on hand. During the fourth quarter Management decided to change the direction of the Company and exit the electronic cigarette business. As a result, all related inventory at December 31, 2017 was impaired; resulting in a write down if inventory of $39,717.

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Property and equipment

Property and equipment are stated at the lower of cost or fair value. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets, currently three years.

The estimated useful lives are based on the nature of the assets as well as current operating strategy and legal considerations such as contractual life. Future events, such as property expansions, property developments, new competition, or new regulations, could result in a change in the manner in which the Company uses certain assets requiring a change in the estimated useful lives of such assets.

Investment in Marketable Securities

The Company’s securities investments that are bought and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value on the balance sheet in current assets, with the change in fair value during the period included in other income and expense.

Revenue Recognition

OnFor ~~occasion~~ the Company’s new ~~may~~operations ~~receive payment~~there ~~for~~are atwo ~~sale~~types inof ~~advance~~revenue as of ~~shipping~~December ~~the~~31, ~~product~~2017. ~~When~~1) ~~this~~Revenue ~~occurs~~is recognized from the ~~funds~~sales ~~received~~of GPU mining units that are ~~considered~~built and sold to ~~not~~third ~~yet~~parties. be2) ~~earned~~The Company earns revenue on the cryptocurrency that its ~~and~~GPU mining computers mine / blocks that are ~~reported~~solved. asThe aCompany ~~liability~~currently only mines Bitcoin and Ethereum. The only cryptocurrency mined in 2017 was Bitcoin, payment is always in Bitcoin and recoded on the ~~financial~~date ~~statements~~it asis ~~deferred~~earned. When cryptocurrency is received as revenue is debited to an asset account and accounted for as trading securities. The Company may sell the asset at a higher or lower price than when it was mined or may trade it for a different cryptocurrency asset.

~~Returns,~~Trading ~~Repairs and Exchange Policy~~Securities

ItThe isCompany ~~the~~holds ~~policy~~trading ofsecurities, ~~the Company~~which toconsist ~~issue~~of noinvestments ~~refunds~~in ~~once~~Digital anAssets ~~order~~such ~~has~~as ~~been~~Bitcoin ~~shipped~~and ~~unless~~Ethereum. ~~due~~The tosecurities ~~product~~are ~~defects~~recorded oron ~~Company~~the ~~error.~~balance ~~The~~sheet ~~default~~in ~~warranty for all~~current ~~products~~assets isat 14their ~~days~~fair ~~unless~~value ~~otherwise~~at ~~specified.~~the ~~Eligibility~~time ~~for~~of ~~refunds,~~receipt. ~~repairs~~Trading orsecurities ~~exchanges~~ are ~~limited~~marked to ~~products~~market ~~determined to~~at ~~have~~each ~~manufacturing~~balance ~~defects~~sheet ordate ~~premature~~with ~~failure.~~gains and ~~Products~~losses ~~that~~recorded ~~are~~in ~~damaged~~net ~~through~~income. ~~misuse,~~There ~~negligence,~~were ~~and~~no ~~abuse~~gains or ~~modified or~~loss ~~repaired~~during bythe ~~anyone~~year ~~other~~ended ~~than~~December ~~Vapetek~~31, ~~Inc.~~2107, ~~are~~as ~~not~~the ~~eligible~~Company’s Digital ~~for~~Assets ~~exchange~~were recently acquired.

Shipping fees are non-refundable.

The Company records shipping costs in accordance with EITF 00-10 Accounting for Shipping and Handling Fees and Costs. Accordingly, the shipping costs is shown in the financial statements to be included with general and administrative expense. Due to personal tastes and preferences the Company does not offer returns, refunds or exchanges for e-liquid products. All e-liquid purchases are final.

If fulfillment errors occur, requests to correct mistakes that are made by the Company resulting in a customer’s receipt of incorrect or missing items in the order will be accepted for 14 days after the receipt of the order. Requests for missing or incorrect items will not be accepted after 14 days from the date the order has been received.

Basic Earnings (Loss) per Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if potentially dilutive securities had been issued. There were no potentially dilutive securities outstanding during the periods presented.

Stock-based compensation

The Company accounts for equity based transactions with non-employees under the provisions of ASC Topic No. 505-50, “Equity-Based Payments to Non-Employees” (“Topic No. 505-50”). Topic No. 505-50 establishes that equity-based payment transactions with non-employees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The fair value of common stock issued for payments to non-employees in accordance with ASC Topic 505, “Equity”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instrument is complete. The fair value of equity instruments, other than common stock, is estimated using the Black-Scholes option valuation model. In general, the Company recognizes an asset or expense in the same manner as if it was to pay cash for the goods or services instead of paying with or using the equity instrument.

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation - Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values on the grant date. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There has been no stock-based compensation issued to employees.

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Fair Value of Financial Instruments

The carrying amount of cash, accounts payable and accrued liabilities, as applicable, approximates fair value due to the short-term nature of these items. The fair value of the related party notes payable cannot be determined because of the Company's affiliation with the parties with whom the agreements exist. The use of different assumptions or methodologies may have a material effect on the estimates of fair values.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

· Level 1: Observable inputs such as quoted prices in active markets;

· Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

· Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Impact of New Accounting Standards

In ~~July~~January ~~2015~~2017, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update ~~No.~~(“ASU”) ~~2015~~2017-1101, ~~Inventory~~Business Combinations (Topic ~~330~~ 805), ~~Simplifying~~Clarifying the ~~Measurement~~Definition of ~~Inventory~~a ~~applies~~Business. toThe ~~all~~amendments ~~inventory~~in ~~except~~this update clarify the definition of a business ~~that~~with ~~which~~the isobjective ~~measured~~of ~~using~~adding ~~last-in,~~guidance ~~first-out~~to ~~(LIFO)~~assist orentities ~~the~~with ~~retail~~evaluating ~~inventory~~whether ~~method.~~transactions ~~Inventory~~should ~~measured~~be ~~using~~accounted ~~first-in,~~for ~~first-out~~as acquisitions ~~(FIFO)~~or disposals of assets or ~~average~~businesses. ~~cost~~The isdefinition ~~included~~of ina ~~the~~business ~~new~~affects ~~amendments.~~many ~~The~~areas ~~amendments~~of ~~will~~accounting ~~take~~including ~~effect~~acquisitions, ~~for~~disposals, goodwill, ~~public~~and ~~business~~consolidation. ~~entities~~The guidance is effective for ~~fiscal years~~interim and annual periods beginning after December 15, ~~2016,~~2017 ~~including~~and should ~~interim~~be ~~periods~~applied ~~within~~prospectively ~~those~~on ~~fiscal~~or ~~years~~after the effective date. The Company is in the process of evaluating the impact of ~~adoption~~this accounting onstandard ~~the Company’s financial statements~~update.

In March 2016, the FASB issued ASU 2016-09, Stock Compensation (Topic 718), Improvements to Employee Share-Based Payment Accounting. ASU 2016-09, which amends several aspects of accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, and classification in the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. The Company is in the process of evaluating the impact of this accounting standard update on its financial statements.

Income Taxes

Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income ~~tax~~ tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company’s deferred tax assets were fully reserved at December 31, ~~2016~~2017 and ~~2015~~2016.

The Company accounts for its income taxes using the Income Tax topic of the FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

NOTE 3. ~~RELATED~~- ~~PARTY~~GOING ~~TRANSACTIONS~~CONCERN

OnThe ~~April 16, 2014, the Company executed~~accompanying afinancial ~~Loan~~statements ~~Agreement~~have ~~for~~been ~~$5,000~~prepared ~~with~~on ~~PennyGrab, Inc.,~~ a ~~company~~going ~~owned~~concern ~~100% by our Chairman~~basis, ~~Alham~~which ~~Benyameen.~~contemplates ~~This loan was made under~~ the ~~Loan~~realization ~~Agreement~~of ~~(“Loan~~assets ~~Agreement”)~~ and ~~provided~~the ~~capital~~satisfaction of toliabilities ~~purchase~~in ~~inventory~~the ~~and~~normal ~~begin~~course ~~our~~of ~~operations~~business. ~~Pursuant to~~The ~~this agreement, the~~ Company ~~began~~has ~~supplying~~incurred ~~products~~losses ~~electronic~~since ~~cigarettes,~~inception ~~vaporizers,~~and ~~e-liquids,~~has ~~and~~an ~~accessories,~~accumulated ~~and~~a ~~other~~deficit ~~third~~of ~~party~~$717,020 ~~products~~as ~~during~~of ~~the~~December ~~second~~31, ~~quarter~~2017. The ~~note~~Company isrequires ~~non-interest~~capital ~~bearing,~~for ~~payable~~its oncontemplated ~~demand~~operational and ismarketing ~~due no later than April 16, 2019~~activities. The Company’s ~~note~~ability ~~also~~to ~~contains~~raise aadditional ~~conversion~~capital ~~feature~~through ~~that~~the ~~allows~~future ~~PennyGrab,~~issuances ~~Inc.~~of tocommon ~~convert~~stock ~~into~~is ~~shares~~unknown. ofThe ~~restricted~~obtainment ~~common~~of ~~stock~~additional atfinancing, ~~any~~the ~~time~~successful ~~after~~development of the ~~first year~~Company’s ~~anniversary~~contemplated ofplan ~~the date~~ of ~~the Loan Agreement~~operations, atand ~~the~~its ~~price~~transition, ~~based upon either:~~ultimately, a)to the ~~price~~attainment of ~~its~~profitable ~~most~~operations ~~recent~~are ~~private~~necessary ~~placement~~for ~~offering,~~the ~~closest~~Company to ~~the~~continue ~~time~~operations. ofThe ~~conversion,~~ability b)to ifsuccessfully ~~publicly~~resolve these ~~-traded,~~factors ~~then~~raise ~~the bid~~substantial ~~price~~doubt ofabout ~~its~~the ~~common~~Company’s ~~stock~~ability onto ~~the~~continue ~~closing~~as ~~day~~a ofgoing ~~conversion~~concern. The ~~loan~~financial ~~agreement~~statements of ~~has~~the ~~been~~Company ~~amended~~do onnot ~~April~~include 1,any ~~2015~~adjustments tothat ~~eliminate the~~may ~~conversion~~result ~~clause.~~from ~~All other terms remain~~ the ~~same.~~outcome ~~This~~of ~~loan~~these ~~was~~aforementioned ~~repaid in full on March 24, 2016~~uncertainties.

On June 1, 2014, the Company entered into a Lease Agreement (“Lease”) with MEWE World, Inc. (“MEWE”), a company owned 100% by our Chairman, Alham Benyameen. The term of the lease was one year commencing June 1, 2014 and ending May 30, 2015. The Company was to pay MEWE rent of $9,660 per year in equal monthly installments of $805 payable in advance on the 1st of every month. As of December 31, 2015, the Company had a payable to MEWE in the amount of $9,660. During the year ended December 31, 2016 this debt was forgiven and credited to paid in capital.28

~~On June 2, 2014, the Company executed~~NOTE a4 ~~Consolidated~~– ~~Loan~~PROPERTY ~~Agreement~~AND for $13,658 to West Coast Vape Supply Inc., a company owned 100% by the Company’s management. The note is unsecured, non-interest bearing, payable on demand and is due no later than June 2, 2019. The note also contains a conversion feature that allows West Coast Vape Supply to convert into shares of restricted common stock at any time after the first year’s anniversary of the date of the Loan Agreement, at the price based upon either: a) the price of its most recent private placement offering, closest to the time of conversion, b) if publicly -traded, then the bid price of its common stock on the closing day of conversion. The loan agreement has been amended on April 1, 2015 to eliminate the conversion clause. All other terms remain the same. This loan was repaid in full as of December 31, 2015.EQUIPMENT

OnProperty ~~July 2, 2014, the Company executed another Consolidated Loan Agreement for $4,500 to West Coast Vape Supply Inc., The note is unsecured, non-interest bearing, payable on demand~~ and ~~is due no later than July 2~~equipment, ~~2019.~~stated ~~The~~at ~~note also contains a conversion feature that allows West Coast Vape Supply~~cost, ~~Inc.~~less toaccumulated ~~convert~~depreciation ~~into shares of restricted common stock~~ at ~~any~~December ~~time~~31 ~~after~~consisted ~~the first year’s anniversary~~ of the ~~date of the Loan Agreement, at the price based upon either~~following: a) the price of its most recent private placement offering, closest to the time of conversion, b) if publicly -traded, then the bid price of its common stock on the closing day of conversion. The loan agreement has been amended on April 1, 2015 to eliminate the conversion clause. All other terms remain the same. As of December 31, 2016, this loan is still outstanding.

On March 10, 2015, the Company executed another Consolidated Loan Agreement for $20,000 to West Coast Vape Supply Inc., The note is unsecured, non-interest bearing, payable on demand and is due no later than March 10, 2020. The note also contains a conversion feature that allows West Coast Vape Supply, Inc. to convert into shares of restricted common stock at any time after the first year’s anniversary of the date of the Loan Agreement, at the price based upon either: a) the price of its most recent private placement offering, closest to the time of conversion, b) if publicly -traded, then the bid price of its common stock on the closing day of conversion at. This loan agreement has been amended on April 1, 2015 to eliminate the conversion clause. All other terms remain the same. On August 1, 2016, $5,000 was repaid on the loan. As of December 31, 2016, $15,000 is still outstanding.

		December 31, 2017		December 31, 2016
GPU mining computers	$	21,154	$	-
GPU mining parts		5,462		-
Computers & Hardware		-		1,100
Less: accumulated depreciation		-		(1,008)
Property and equipment, net	$	26,616	$	92

OnDepreciation April 17, 2015, West Coast Vape Supply loaned the Company $5,000 for general operating expenses. The loan is unsecured, non-interest bearing, payable on demand, and due no later than April 17, 2020. As of December 31, 2016, this loan is still outstanding.expense

OnDepreciation ~~June~~expense 1,for ~~2015,~~ the ~~Company~~years ~~entered~~ended ~~into~~December a Lease Agreement (“Lease”) with West Coast Vape Supply, Inc. (“West Coast”) a company owned 100% by the Company’s management. The term of the lease is one year commencing June 1, 2015 and ending March 31, 2017. ~~The~~and ~~Company shall~~2016 ~~pay~~was ~~West Coast rent of~~ $~~26,400~~72 ~~per~~and ~~year in equal monthly installments of~~ $2367,~~200~~ ~~payable in advance on the 1st of every month~~respectively. ~~As of December 31, 2016, there is $6,600 of accrued unpaid repaid rent.~~

OnNOTE ~~July 17, 2015, West Coast Vape Supply loaned the Company $~~5~~,000 for general operating expenses. The loan is unsecured, non~~ -~~interest~~ ~~bearing,~~RELATED ~~payable on demand, and~~PARTY ~~due no later than April 17, 2020. As of December 31, 2016, this loan is still outstanding.~~TRANSACTIONS

~~The~~On ~~Company~~July ~~recognized~~2, ~~$25~~2014,~~260~~ ~~and~~the Company executed ~~$56,114~~another inConsolidated ~~revenue~~Loan ~~from~~Agreement for $4,500 to West Coast Vape Supply Inc., aThe ~~related~~note ~~party~~is unsecured, ~~for~~non-interest ~~the~~bearing, ~~years~~payable on ~~ended~~demand ~~December~~and ~~31,~~is ~~2016~~due ~~and~~no ~~2015~~later than July 2, ~~respectively~~2019. ~~This~~ ~~revenue~~The ~~consisted~~note ofalso ~~approximately~~contains ~~16.4%~~a ~~and~~conversion ~~64.8%~~feature that allows West Coast Vape Supply, Inc. ~~respectively~~to convert into shares of restricted common stock at any time after the ~~Company~~first year’s ~~total~~anniversary ~~sales.~~of ~~Sales~~the ~~made~~date of the Loan Agreement, at the price based upon either: a) the price of its most recent private placement offering, closest to ~~West~~the ~~Coast~~time ~~Vape~~of ~~Supply~~conversion, ~~are~~b) ~~not~~if ~~recognized~~publicly ~~unless~~-traded, ~~they~~then ~~are~~the ~~then~~bid ~~sold~~price of its common stock on the closing day of conversion. The loan agreement was amended on April 1, 2015 to aeliminate ~~third~~the ~~party~~conversion clause. All other terms remained the same. This loan was repaid in anfull on ~~arm’s~~June ~~length~~2, ~~transaction~~2017.

On ~~June~~March 1310, ~~2016~~2015, the Company ~~sold~~executed 1another Consolidated Loan Agreement for $20,000 to West Coast Vape Supply Inc.,~~000~~ The note is unsecured, non-interest bearing, payable on demand and is due no later than March 10, 2020. The note also contains a conversion feature that allows West Coast Vape Supply, Inc. to convert into shares of restricted common stock at any time after the first year’s anniversary of the date of the Loan Agreement, at the price based upon either: a) the price of its most recent private placement offering, closest to ~~Alham~~the ~~Benyameen~~time of conversion, ~~Chairman~~b) if publicly -traded, then the bid price of its common stock on the ~~Board~~closing ~~for~~day ~~total~~of ~~proceeds~~conversion at. This loan agreement has been amended on April 1, 2015 to eliminate the conversion clause. All other terms remain the same. On August 1, 2016, $5,000 was repaid on the loan. As of December 31, 2017, $2515,000 is still outstanding. The Company has recorded imputed interest for year ended December 31, 2017 of $2,231.

On ~~July~~April 617, ~~2016~~2015, West Coast Vape Supply loaned the Company ~~issued~~ 10$5,000~~,000~~ ~~shares~~for ofgeneral ~~common~~operating ~~stock~~expenses. ~~each~~The toloan ~~Alham~~is ~~Benyameen~~unsecured, ~~Chairman~~non-interest ofbearing, ~~the~~payable ~~Board~~on ~~and Andy Michael Ibrahim~~demand, ~~CEO,~~and ~~for services~~due ~~rendered.~~no ~~The~~later ~~shares~~than ~~were~~April ~~valued~~17, ~~based~~2020. onThis ~~the~~loan ~~value~~was ofrepaid ~~the~~in ~~time~~full ~~spent~~in ~~working~~May ~~for the Company for a total non-cash expense of $500,000~~2017.

~~During~~On ~~the~~June ~~year~~1, ~~ended December 31~~2015, ~~2016,~~ the Company’s ~~former~~entered into ~~lessor~~a Lease Agreement (“Lease”) with West Coast Vape Supply, Inc. (“West Coast”) a company owned 100% by the ~~Chairman~~Company’s management. The term of the lease is one year commencing June 1, ~~forgave~~2015 and ending March 31, 2017. The Company shall pay West Coast rent of $926,~~660~~400 per year in equal monthly installments of ~~rent~~$2,200 ~~expense~~payable ~~that~~in ~~had~~advance ~~been~~on ~~accrued.~~the 1st ~~The~~of ~~amount~~every ~~was~~month. ~~credited~~As toof ~~additional~~December ~~paid~~31, in2017, ~~capital~~there is $4,400 of accrued unpaid rent for this lease agreement.

On July 17, 2015, West Coast Vape Supply loaned the Company $5,000 for general operating expenses. The loan is unsecured, non-~~F10-~~ interest bearing, payable on demand, and due no later than April 17, 2020. As of September 30, 2017, this loan is still outstanding. The Company has recorded imputed interest for the year ended December 31, 2017 of $738.

~~Table of Contents~~29

~~NOTE 4~~On July 7, 2017 and September 21, 2017, MeWe World, a related party, loaned the Company $25,000 and $7,000, respectively. ~~STOCKHOLDER’S~~ The loans were made to purchase inventory and ~~DEFICIT~~cover operating expenses. They are unsecured, non-interest bearing, payable on demand and due no later than March 10, 2020. As of September 30, 2017, $32,000 is still outstanding. The Company has recorded imputed interest for the year ended December 31, 2017 of $882.

On April 61, ~~2015~~2017, the Company ~~completed~~entered into a ~~reverse~~Lease ~~stock~~Agreement ~~split~~(“Lease”) inwith ~~which~~West ~~every~~Coast ~~eight~~Vape ~~shares~~Supply, ofInc. ~~common~~(“West ~~stock~~Coast”) ~~became~~a ~~one~~company ~~share~~owned 100% by the Company’s management. The term of ~~common~~the ~~stock~~lease was for two years commencing April 1, 2017. ~~All~~The ~~shares~~Company ~~throughout~~shall ~~these~~pay West ~~financial~~Coast ~~statements~~rent ~~and~~of ~~Form~~$12,000 ~~10-Q~~per ~~have~~year ~~been~~in ~~retroactively~~equal ~~restated~~monthly ~~for~~installments of $1,000 payable in advance on the ~~reverse~~1st ~~split~~of every month. This lease was terminated by both parties on March 31, 2017. As of December 31, 2017, there is $8,500 of accrued unpaid rent for this lease agreement.

On ~~April~~December 715, ~~2015~~2017, ~~Alham~~the ~~Benyameen~~Company ~~and~~entered into a Lease Agreement (“Lease”) with Andy Michael Ibrahim, ~~were~~the ~~each~~CEO. ~~issued~~The ~~20,650,000~~term ~~shares~~ of ~~restricted~~the ~~common~~lease ~~stock~~is ~~for~~one ~~services~~year ~~rendered~~commencing toDecember 15, ~~the~~2017. The Company shall pay Mr. ~~The~~Ibrahim ~~shares were~~rent ~~issued~~of at$6,000 ~~par~~per ~~value~~year ~~for~~in ~~total~~equal ~~non-cash~~monthly ~~expense~~installments of $4500 payable in advance on the 15th of every month. As of December 31,~~130~~ 2017, there is $250 of accrued unpaid rent for this lease agreement.

On ~~April~~December 813, ~~2015~~2017, the Company ~~issued~~acquired, ~~ETN~~from ~~Services~~Mewe World, ~~LLC 100~~Inc.,~~000~~ ~~shares~~five ofcomputers ~~restricted~~modified ~~common stock~~ for ~~services~~the ~~rendered~~purpose ~~relating~~of tomining ~~SEC filing services~~cryptocurrency. The ~~shares were~~cost ~~issued~~basis atof ~~par~~the ~~value~~computers ~~for~~of ~~total~~$21,153, has ~~non-cash~~been ~~expense~~credited ofto ~~$10~~paid in capital.

~~Between~~The ~~April~~Company 22recognized $41,993 ~~2015~~ and ~~April~~ $25,260 ~~2015~~in revenue from West Coast Vape Supply, a related party, for the ~~Company~~years ~~sold~~ended 1December 31,~~300~~ 2017 and 2016,~~000~~ ~~restricted~~respectively; ~~shares~~and cost of ~~common~~goods ~~stock~~sold atof ~~par~~$21,406 ~~value~~and to$11,015, ~~seven~~respectively. ~~individuals~~This ~~for~~revenue ~~total~~consisted ~~proceeds~~ of ~~$130~~approximately 46. ~~The private~~7% ~~placements~~and ~~from~~16.4%, respectively of the Company’s ~~sale~~total ofsales. ~~shares~~Sales ~~were~~made ~~exempt~~to ~~from~~West ~~registration~~Coast ~~under~~Vape ~~Regulation~~Supply Dare ofnot ~~the~~recognized ~~Securities~~unless ~~Act~~they ofare ~~1933~~then sold on to a third party in an arm’s length transaction.

OnNOTE 6 April 24, 2015 we the Company issued Mitchell A. Stewart and Michail Selwanes 100,000 shares of restricted common stock each for services relating to upkeep and development of the Company’s website. The shares were issued at par value for total non-~~cash expense of $20.~~ STOCKHOLDER’S DEFICIT

OnDuring ~~April 24, 2015~~ the ~~Company~~year ~~issued to~~ended ~~thirteen~~December ~~individuals~~31, ~~related to~~ 2017 the Company’s ~~Officers/Directors~~sold ~~a total of 3~~2,~~100~~420,000 shares of ~~restricted~~ common stock ~~for~~ ~~total~~at ~~non-cash~~par ~~expense~~value of $~~310~~0.0001 ~~The shares were issued in exchange~~ for ~~services~~total ~~rendered~~cash toproceeds ~~developing~~of ~~the Company business plan~~$242.

~~During~~On ~~the~~June ~~year~~19, ~~ended December 31~~2017, ~~2015,~~ the Company ~~issued~~executed a 3consulting agreement with CorporateAds.com in connection with the 360,~~200,~~000 shares ofthat ~~common~~they ~~stock~~purchased. The agreement is for ~~total~~marketing and ~~cash~~other ~~proceeds~~activities ofto ~~$47,630~~promote the Company. ~~These~~The ~~shares~~initial ~~were~~term ~~made~~is ~~pursuant to~~for ~~the~~fifteen ~~effective~~days ~~S-1~~but ~~Registration~~can ~~Statement~~be ofautomatically ~~the~~extended ~~Company~~for an additional 165 days, and then for one additional year.

On ~~January~~June 2117, ~~2016~~2017, the Company ~~issued~~executed ~~250,000~~a ~~shares~~consulting ofagreement ~~common~~with ~~stock~~I-Business toManagement aLLC ~~vendor~~in ~~for~~connection ~~development~~with ofthe ~~Company~~360,000 ~~software~~shares ~~and~~that ~~its~~they ~~website~~purchased for $0.0001 per share. The ~~shares~~agreement ~~were~~is ~~valued~~for atinvestor ~~$0.025 for~~relation ~~total~~services ~~non-cash~~for ~~expense~~a period of ~~$6,250~~six months.

OnNOTE ~~June~~7 ~~13,~~– ~~2016,~~DISCONTINUED ~~the Company sold 1,000,000 shares of common stock to Alham Benyameen, Chairman of the Board for total proceeds of $25,000.~~OPERATIONS

OnThe ~~July~~Company 6,has ~~2016,~~ceased ~~the~~any ~~Company~~and all activities ~~issued~~relating ~~10,000,000~~to ~~shares~~the sale of ~~common~~e-cigarettes ~~stock~~and ~~each~~vapor toproducts. ~~Alham~~As ~~Benyameen~~such, ~~Chairman~~all offormer ~~the~~assets ~~Board~~ and ~~Andy~~inventory ~~Michael~~of ~~Ibrahim,~~the ~~CEO,~~Company ~~for~~pertaining ~~services~~to ~~rendered. Because~~ the ~~Company’s~~vape ~~stock~~industry ~~does~~have ~~not~~been ~~currently~~disposed ~~trade~~of. onRevenue anand ~~open~~expenses ~~market,~~applicable to the ~~shares~~discontinued ~~were~~operations ~~valued~~are atdisclosed ~~$0.025,~~separately on the ~~price~~ face of ~~recent~~the ~~shares~~Statement ~~sold~~of ~~for~~Operations ~~cash,~~in ~~for~~accordance awith ~~total~~ASC ~~non-cash~~205, ~~expense~~Presentation of ~~$500,000~~Financial Statements.

~~During~~Summarized ~~the~~operating ~~year~~results ~~ended~~for ~~December 31,~~the ~~2016,~~discontinuation ~~the Company issued 2,120,000 shares~~ of ~~common~~operations ~~stock~~is toas ~~third parties for total cash proceeds of $53,000. These shares were made pursuant to the effective S-1 Registration Statement of the Company.~~follows:

NOTE 5. – LOSS ON INVESTMENT

		2017			2016
Sales	$	38,405	$		128,498
Sales, related party	41,993		25,260
Total sales	80,398		153,758
Cost of sales	(57,983)		(72,304)
Cost of sales, related party	(21,406)		(11,015)
Operating expenses	-		(54,233)
Net income from discontinued operations	$	1,009	$	16,206

During the year ended December 31, 2016, the Company opened a trading account for short term investments. As of December 31, 2016, the account has been closed and the Company recognized a loss on investment of $33,713.30

~~NOTE~~Assets 6.and –liabilities ~~INCOME~~of discontinued ~~TAXES~~operations for the years ended December 31, 2017 and 2016 are as follows:

For the year ended December 31, 2016, the Company has incurred a net loss of $551,530 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $639,000 at December 31, 2016, and will expire beginning in the year 2034.

	2017			2016
Accounts receivable	$	3,959		$			-
Inventory	-			48,121
Assets of discontinued operations	$	3,959		$		48,121

Accounts payable	$		-	$	3,884
Liabilities of discontinued operations	$		-	$	3,884

~~The~~NOTE ~~provision~~8 ~~for~~– ~~Federal~~INCOME ~~income tax consists of the following for the years ended December 31, 2016 and 2015:~~TAXES

		2016		2015
Federal income tax benefit attributable to:
Current operations	$	188,077	$	19,436
Less: valuation allowance		(188,077)		(19,436)
Net provision for Federal income taxes	$	-	$	-

For the year ended December 31, 2017, the Company has incurred a net loss of $76,587 and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $718,000 at December 31, 2017 and will expire beginning in the year 2033. We have evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act.

The ~~cumulative~~provision ~~tax~~for ~~effect~~Federal atincome ~~the expected~~tax ~~rate~~consists of ~~34%~~the offollowing ~~significant~~for ~~items~~the ~~comprising~~years ~~our~~ended ~~net deferred tax amount is as follows as of~~ December 31, ~~2016~~2017 and ~~2015~~2016:

		2016		2015
		2017		2016
Deferred tax asset attributable to:
Federal income tax benefit attributable to:
Net operating loss carryover	$	217,747	$	29,670
Current operations	$	16,083	$	187,520
Valuation allowance		(217,747)		(29,670)
Less: valuation allowance		(16,083)		(187,520)
Net deferred tax asset	$	-	$	-
Net provision for Federal income taxes	$	-	$	-

The cumulative tax effect at the expected rate of 21% (the U.S. federal income tax rate of 21% is being used due to the new tax law recently enacted) of significant items comprising our net deferred tax amount is as follows as of December 31, 2017 and 2016:

		2017		2016
Deferred tax asset attributable to:
Net operating loss carryover	$	150,574	$	217,190
Valuation allowance		(150,574)		(217,190)
Net deferred tax asset	$	-	$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of approximately $639,000 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years.

ASC Topic 740 provides guidance on the accounting for uncertainty in income taxes recognized in a company's financial statements. Topic 740 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements.

The Company includes interest ~~and~~ and penalties arising from the underpayment of income taxes in the statements of operations in the provision for income taxes. As of December 31, ~~2016~~2017, the Company had no accrued interest or penalties related to uncertain tax positions.

NOTE 7. 9 - COMMITMENTS AND CONTINGENCIES

On ~~June~~December 115, ~~2015~~2017, the Company ~~entered~~ entered into a Lease Agreement (“Lease”) with ~~West~~Andy ~~Coast~~Michael ~~Vape Supply~~Ibrahim, ~~Inc. (“West Coast”) a company owned 100% by~~ the ~~Company’s management~~CEO. The term of the lease ~~begins~~is ~~June~~one 1,year ~~2015~~commencing ~~and ending March 31~~December 15, 2017. The Company shall pay ~~West~~Mr. ~~Coast~~Ibrahim rent of $266,~~400~~000 per year in equal monthly installments of $~~2,200~~500 payable in advance on the ~~1st~~15th of every month. ~~Future minimum rental payments are as follows:~~

2015	$	15,400
2016		26,400
2017		6,600
	$	48,400

NOTE ~~8. GOING~~10 - SUBSEQUENT ~~CONCERN~~EVENTS

~~The~~In ~~accompanying financial~~accordance ~~statements~~with ~~have~~SFAS ~~been~~165 ~~prepared on a going concern basis, which contemplates the realization of assets and the satisfaction~~(ASC of855-10) ~~liabilities~~management ~~in the normal course of business. The Company~~ has ~~incurred~~performed ~~losses since inception and has~~ an ~~accumulated~~evaluation ~~a deficit~~ of ~~$640,433~~subsequent asevents ofthrough ~~December~~the ~~31,~~date ~~2016. The~~that ~~Company~~the ~~requires~~financial ~~capital~~statements ~~for~~were ~~its contemplated operational and marketing activities. The~~available ~~Company’s ability~~ to ~~raise~~be ~~additional~~issued ~~capital~~and through the ~~future~~date ~~issuances~~ of ~~common stock is unknown. The obtainment of additional financing,~~ the ~~successful~~filing ~~development of the Company’s contemplated plan of operations,~~ and ~~its~~has ~~transition,~~determined ~~ultimately, to~~that ~~the~~it ~~attainment~~does ofnot ~~profitable~~have ~~operations~~any ~~are~~material ~~necessary~~subsequent ~~for~~events ~~the Company~~ to ~~continue operations. The ability to successfully resolve~~disclose in these ~~factors raise substantial doubt about the Company’s ability to continue as a going concern. The~~ financial statements of ~~the~~other ~~Company~~then ~~do not include any adjustments that may result from~~ the ~~outcome of these aforementioned uncertainties~~following.

~~NOTE~~On ~~9. SUBSEQUENT~~January ~~EVENTS~~17, 2018, the Company sold 5 GPU mining rigs to an unrelated third party for a total of $40,000, which includes a 2-year service contract whereas we will provide general maintenance of the mining rigs and electricity to operate them for the duration of the service contract.

~~In accordance with SFAS 165 (ASC~~On ~~855-10)~~January ~~management~~18, ~~has~~2018, ~~performed an evaluation of subsequent events through~~ the ~~date~~Company ~~that~~repaid the ~~financial~~$7,000 ~~statements~~due ~~were~~on ~~available to be issued and through~~ the ~~date~~September ~~of the filing~~21, ~~and~~2017 ~~has~~loan ~~determined~~with ~~that~~MeWe ~~it does not have any material subsequent events to disclose in these financial statements~~World.

~~-F11-~~ On January 22, 2018 the Board of Directors and Majority Shareholders approved to appoint Phillip M. Nuciola as a Director, David Kim as an Independent Director and Youssef Hanine as an Independent Director.

~~Table~~On January 22, 2018, we issued 1,000,000 shares of ~~Contents~~restricted common stock to David Kim, and Youssef Hanine, respectively, for services rendered to the Company.

On January 22, 2018, we issued 3,000,000 shares of restricted common stock to Phillip Nuciola for services rendered to the Company.

On January 25, 2018, the Company entered into and consummated an agreement with Mewe World, Inc., a California Company owned and controlled by our Chairman of the Board, Alham Benyameen, to purchase a total of five GPU Computers built specifically for mining various types of “cryptocurrency”, in exchange for $30,000.

Effective March 8, 2018 the Company’s ticker symbol for its common stock was changed to “NODC”.

On March 15, 2018, the Company purchased a total of forty GPU Computers built specifically for mining various types of “cryptocurrency”, for a total purchase price of $220,000. The aforementioned computers were purchased from Mewe World, Inc., a California Company owned and controlled by our Chairman of the Board of Directors, Alham Benyameen.

Subsequent to December 31, 2017, the Company sold 200,000 shares of common stock for total cash proceeds of $10,000.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On January 25, 2017, the Company dismissed the Independent Registered Public Accounting Firm, Anton & Chia, LLP (“A&C”) of Newport Beach, CA. On January 26, 2017, the Company engaged BF Borgers CPA PC (“BF”) of Lakewood, CO, as its new Independent Registered Public Accounting Firm.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer who also acts as our principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as as of the end of the period covered by this report. The disclosure controls and procedures ensure that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Chief Executive Officer concluded that, as of December 31, ~~2016~~2017, these disclosure controls and procedures were not effective.

Management’s Report on Internal Control over Financial Reporting

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our principal executive officer and principal financial officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission and to ensure that such information is accumulated and communicated to our company's management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. The conclusion that our disclosure controls and procedures were not effective was due to the presence of the following material weaknesses in internal control over financial reporting which are indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines. Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.

We have taken and plan to take steps to enhance and improve the design of our internal controls over financial reporting. During the period covered by this report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we have implemented an Audit Committee Charter Agreement, and are in the process of making the necessary changes to fully comply with our new Charter. In addition, we plan to implement the following changes during our fiscal year ending December 31, 2017, subject to obtaining additional financing: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management~~; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting~~. The remediation efforts set out above are largely dependent upon our securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely affected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in Internal Controls over Financial Reporting

Our management has determined that there were no changes made in the implementation of our internal controls over financial reporting during the fourth quarter of the ~~year~~ year ended December 31, ~~2016~~2017.

Attestation Report of Independent Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting because as a smaller reporting company we are not subject to attestation by our independent registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Biographical information regarding the officers and Directors of the Company, who will continue to serve as officers and Directors of the Company and ~~Vapetek~~Nodechain, Inc. are provided below:

NAME	AGE		POSITION
Alham Benyameen		3940	Chairman of the Board of Directors
Andy Michael Ibrahim		4245	President, Chief Executive Officer, Chief Financial Officer, Secretary and Member of the Board of Directors
Phillip M. Nuciola (1)		47	Director
David Kim (1)		35	Director
Youssef Hanine (1)		30	Director

(1)

Appointed January 22, 2018

Alham Benyameen- Chairman of the Board of Directors

Mr. Benyameen is the Co-President of West Coast Vape Supply Inc., with Andy Michael Ibrahim, an international distributor to retail locations supplying the vaping industry with high quality brand names since August 2013. Since January 2006, Mr. Benyameen has been the President and CEO of MeWe World, Inc. an online retailer of consumer electronics with 7 employees, which was recently honored by inclusion in the 2009-2011 editions of Internet Retailer's Top 500 Guide. Mr. Benyameen grew the company's revenues from $50,000 to over $24M dollars over a period of 2 years. Since July 2011, Mr. Benyameen has been the President of PennyGrab, Inc., an online pay to bid auction website, PennyGrab, Inc. which had over $1M in sales in 2013. From 1999 to 2001 Mr. Benyameen worked as a sales manager for Atek, responsible for obtaining profitable results through the sales team by developing the team through motivation, counseling, skills development and product knowledge development. From 1997 to 1999, Mr. Benyameen worked at as a sales associate for Bit-By-Bit Computer Rental, one of the largest computer equipment rental companies in Southern California. Mr. Benyameen identified and generated leads for new business through the use of sales marketing tools.

Andy Michael Ibrahim- President, CEO, CFO, Secretary and Member of the Board of Directors

Mr. Ibrahim is the Co-President of West Coast Vape Supply Inc., with Alham Benyameen, an international distributor to retail locations supplying the vaping industry with high quality brand names since August 2013. Mr. Ibrahim has more than 15 years’ experience in marketing, branding, from product development to fulfillment. From 2002 to present, Mr. Ibrahim created Creative Art Center, Inc. to expand marketing practices to other companies that can benefit from proven marketing strategies and to increase revenue and grow market share. Creative Art Center, Inc. has and continues to be a great source for name brands to get help and increase the product sales and visibility in their industry. Mr. Ibrahim continues to oversee operations, product sales, purchasing and marketing for the company. Mr. Ibrahim worked from 1999 to 2002 as the marketing director for Affiliated Funding Corp. Mr. Ibrahim managed a team of mortgage consultants and successfully acquired more than $100 mil in business per year from licensed active Realtors Nationwide. During this time Mr. Ibrahim executed a marketing plan that captured the market share of many top leading corresponding lenders. Mr. Ibrahim managed a team of designers and production specialist to create, produce, market and distribute an international brand named Shaolin Clothing from 1995 to 1999. In that capacity, Mr. Ibrahim successfully negotiated and the implemented the acquisition of other brands to create a distribution company to add value with brand names for the distribution. During this time he managed and organized many trade shows and product exhibits. Then Mr. Ibrahim helped the distribution be acquired to Global World Industries. Mr. Ibrahim attended University of Phoenix from 1999 to 2002 and also graduated from Orange Coast College with an emphasis in Business Marketing.

Phillip M. Nuciola- Independent Director

Mr.Phillip M. Nuciola has been an Advisor to the Board of Power One Data International Inc. since July 25, 2013. He has served as a Consultant of Core Resource Management, Inc. since January 2014. Mr. Nuciola has served as the President of Capital Markets at Core Resource Management, Inc. since January 2014. Mr. Nuciola served as the Chairman of the Board and Chief Executive Officer and President of Power One Data International Inc. from December 2010 to July 2014. He maintained senior positions at Cornerstone Partners, Kingsman Capital, Arizona Capital, American Freedom Securities, Sanders, Morris, & Harris and Scottsdale Capital Advisors.

Mr. Nuciola was the Primary Investment Banker for P1D since its inception in 2001, raising over $30 million for it. Mr. Nuciola has organized resources, structured and financed numerous Initial Public Offerings and private placements over his 26-year career. He served as the Chairman of the Board and Director of Core Resource Management, Inc. from January 01, 2014 to March 2015. He served as a Director at PowerOneData International from December 2010 to January 2014 Mr. Nuciola attended the University of Rochester.

David Kim- Independent Director

From December 2016 to December 2017 Mr. David Young Kim was a Senior Sales Agent at LoanMe Inc. From July 2002 to June 2005 he worked as a Senior Sales Agent for CashCall. Additionally, Mr. Kim worked for OneStop Internal Systems as a Manager between February 2008 and March 2012. Mr. Kim is a veteran of finance with over 12 years of comprehensive experience in the lending industry, ranging from consumer and commercial loans to his current role as a full-time technical analyst. Mr. Kim, independently, has investments and experience in cryptocurrency mining and blockchain technology dating back to 2013.

Youssef Hanine- Independent Director

From January 2012 to April 2017 Youssef Hanine worked as a National Account Manager and Project Development Manager at First Financial. Mr. Hanine, independently, has investments and experience in cryptocurrency mining and blockchain technology dating back to 2017.

Corporate governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of ana ~~Audit~~Corporate Governance Committee, ~~the~~ the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.

Committees of the Board

~~Our~~Given ~~Company~~the ~~currently~~Nodechain, ~~does~~Inc ~~not~~is ~~have~~an OTCQB ~~nominating~~traded company, ~~compensation~~it is not required to adopt policy of formalized Board Committees. However, orlooking ~~audit~~to ~~committees~~the orfuture, ~~committees~~and ~~performing~~in ~~similar~~light of ~~functions~~seeking ~~nor~~strict ~~does~~Corporate Governance for our ~~Company~~shareholders, we have adecided ~~written~~to ~~nominating, compensation~~adopt orand ~~audit~~implement Charter committee ~~charter~~policies. Therefore, ~~Our~~our ~~sole~~Company ~~Director~~recently ~~believes~~has ~~that~~developed itand is ~~not~~in ~~necessary~~the process of implementing Charter Committee agreements pertaining to compensation, ~~have~~audits, ~~such~~code ~~committees~~of ethics, atand ~~this~~conflict of interest charter committee agreements. Since the Company has just adopted ~~time~~such agreements, ~~because~~we are in the ~~Director(s)~~process ~~can~~of ~~adequately~~implements ~~perform~~all methodology that is necessary to adhere to the ~~functions~~regulations of ~~such~~Sarbanes Oxley, ~~committees~~Dode Frank, and the Exchange requirements of the NASDAQ.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company ~~does not believe that it is necessary to~~ have andeveloped ~~audit~~and ~~committee~~adopted ~~because~~and ~~management believes~~are ~~that~~taking ~~the~~steps ~~Board~~to ofimplement ~~Directors can adequately perform the functions of~~ an audit committee. InWe ~~addition,~~have wenot ~~believe that~~yet ~~retaining~~retained an independent Director who would qualify as an "audit committee financial expert" ~~would be overly costly and burdensome and is not warranted in our circumstances~~ given the stage of our development and the fact that we have not generated any positive cash flows from operations to date. However, we are putting in place the audit committee mandates and in the future will seek to add an audit committee financial expert.

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Involvement in Certain Legal Proceedings

~~Our~~None ~~Officers~~of ~~and~~our ~~Directors~~officer ~~have~~nor ~~not~~directors, ~~been~~promoters ~~involved~~or incontrol orpersons ahave ~~party~~been involved in ~~any of~~ the ~~following~~past ~~events~~ten oryears ~~actions~~in ~~during~~any of the ~~past ten years~~following:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or 4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. 5. Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 6. Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; 7. Such person was 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, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) 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(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or 8. Such person was 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) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


(1)	Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
(2)	Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3)	Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, or any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
(4)	Being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who own more than ten percent of our common stock, to file ~~with~~ with the SEC initial reports of ownership and reports of changes in ownership of common stock. Officers, directors and ten-percent or greater beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based upon a review of those forms and representations regarding the need for filing for the year ended December 31, ~~2016~~2017, we believe all forms were timely filed.

Code of Ethics

The Company has ~~not~~recently adopted a Code of Ethics/ Conflict of Interest Charter Agreement, and is in the process of implementing all of its mandates. The Code of Ethics and Conflict of Interest Agreement defines the necessities of management and the Board to act in the interest of the Company, and helps to remove ambiguity from the business judgement rule.

Item 11. Executive Compensation.

Summary Compensation Table:

Name and principal position (a)

Year ended December 31 (b)

Salary ($) (c)

Bonus ($) (d)

Stock Awards ($) (e)

Option Awards ($) (f)

Non-Equity Incentive Plan Compensation ($) (g)

Nonqualified Deferred Compensation Earnings ($) (h)

All Other Compensation ($) (i)

Total ($) (j)

Alham Benyameen Director

~~2015~~ 2016 2017

- -

~~2,065~~ 250,000 -

- -

$ $

~~2,065~~ 250,000 -

Andy Michael Ibrahim, CEO, Director

~~2015~~ 2016 2017

- -

~~2,065~~ 250,000 -

- -

$ $

~~2,065~~ 250,000 -

Our ~~Board~~ Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors ~~reserves~~ reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in ~~consideration~~ consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual ~~executive~~ executive officer’s performance. This package may also include long-term stock -based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Compensation of Directors

The table below summarizes all compensation of our directors as of December 31, ~~2016~~2017.

DIRECTORS COMPENSATION

Name and principal position (a)

Year ended December 31 (b)

Salary ($) (c)

Bonus ($) (d)

Stock Awards ($) (e)

Option Awards ($) (f)

Non-Equity Incentive Plan Compensation ($) (g)

Nonqualified Deferred Compensation Earnings ($) (h)

All Other Compensation ($) (i)

Total ($) (j)

Alham Benyameen, Director

~~2015~~ 2016 2017

- -

$ $

- -

Andy Michael Ibrahim, CEO, Director

~~2015~~ 2016 2017

- -

$ $

- -

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock -based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

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Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Employment Agreements

WeOn doJanuary 22, ~~not~~2018 ~~have~~we aentered ~~formal~~into and consummated employment or ~~consulting~~agreements ~~agreement~~with Phillip M. Nuciola, David Kim, and Youssef Hanine in connection with ~~any~~their ~~officers~~appointment orto the Board of Directors.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

As of ~~December~~April 313, ~~2016~~2018, the Company ~~had~~has 7785,~~520~~140,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Voting Shares of Preferred Stock	Preferred Stock Voting Percentage Beneficially Owned	Total Voting Percentage Beneficially Owned (1)
Executive Officers and Directors
Alham Benyameen, Director	34,600,000	4440.6364%	none	N/A	4440.6364%
Andy Michael Ibrahim, President, CEO, Director	33,600,000	4339.3446%	none	N/A	4339.3446%
All Directors and Officers as a Group (2 persons)	68,200,000	8680.6810 %	none	N/A	8780.9710%

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

On ~~March~~July 102, ~~2015~~2014, the Company executed another Consolidated Loan Agreement for $204,~~000~~500 to West Coast Vape Supply Inc., The note is unsecured, non-interest bearing, payable on demand and is due no later than ~~March~~July 102, ~~2020~~2019. The note also contains a conversion feature that allows West Coast Vape Supply, Inc. to convert into shares of restricted common stock at any time after the first year’s anniversary of the date of the Loan Agreement, at the price based upon either: a) the price of its most recent private placement offering, closest to the time of conversion, b) if publicly -traded, then the bid price of its common stock on the closing day of conversion at. ~~This~~The loan agreement ~~has~~was ~~been~~ amended on April 1, 2015 to eliminate the conversion clause. All other terms ~~remain~~remained the same. OnThis ~~August~~loan ~~1, 2016, $5,000~~ was repaid in full on ~~the~~June ~~loan. As of December 31~~2, ~~2016, $15,000 is still outstanding~~2017.

On ~~April~~March 1710, 2015, ~~West~~the ~~Coast~~Company ~~Vape~~executed ~~Supply~~another ~~loaned~~Consolidated ~~the~~Loan ~~Company~~Agreement for $520,000 ~~for~~to ~~general~~West ~~operating~~Coast ~~expenses~~Vape Supply Inc., The ~~loan~~note is unsecured, non-interest bearing, payable on demand, and is due no later than ~~April~~March 1710, 2020. AsThe note also contains a conversion feature that allows West Coast Vape Supply, Inc. to convert into shares of ~~December~~restricted 31common stock at any time after the first year’s anniversary of the date of the Loan Agreement, at the price based upon either: a) the price of its most recent private placement offering, closest to the time of conversion, b) if publicly -traded, then the bid price of its common stock on the closing day of conversion at. This loan agreement has been amended on April 1, 2015 to eliminate the conversion clause. All other terms remain the same. On August 1, 2016, ~~this~~$5,000 was repaid on the loan. As of December 31, 2017, $15,000 is still outstanding. The Company has recorded imputed interest for year ended December 31, 2017 of $2,231.

On June 1, 2015, the Company entered into a Lease Agreement (“Lease”) with West Coast Vape Supply, Inc. (“West Coast”) a company owned 100% by the Company’s management. The term of the lease is one year commencing June 1, 2015 and ending March 31, 2017. The Company shall pay West Coast rent of $26,400 per year in equal monthly installments of $2,200 payable in advance on the 1st of every month. As of December 31, 2016, there is $6,600 of accrued unpaid repaid rent.38

On ~~July~~April 17, 2015, West Coast Vape Supply loaned the Company $5,000 for general operating expenses. The loan is unsecured, non-interest bearing, payable on demand, and ~~due~~ due no later than April 17, 2020. AsThis ofloan ~~December~~was ~~31,~~repaid ~~2016,~~in ~~this~~full ~~loan~~in isMay ~~still outstanding~~2017.

~~The~~On ~~Company~~June ~~recognized~~1, ~~$26~~2015,~~340~~ ~~and~~the Company entered ~~$56,114~~into ina ~~revenue~~Lease ~~from~~Agreement (“Lease”) with West Coast Vape Supply, Inc. (“West Coast”) a ~~related~~company ~~party,~~owned ~~for~~100% by the ~~years~~Company’s ~~ended~~management. ~~December~~The 31term of the lease is one year commencing June 1, ~~2016~~2015 and ~~2015~~ending March 31, ~~respectively~~2017. The Company ~~This~~shall ~~revenue~~pay ~~consisted~~West Coast rent of ~~approximately~~$26,400 ~~16.9%~~per ~~and~~year ~~64.8%,~~in ~~respectively~~equal ofmonthly ~~the~~installments ~~Company’s~~of ~~total~~$2,200 ~~sales.~~payable ~~Sales~~in ~~made~~advance toon ~~West~~the ~~Coast~~1st ~~Vape~~of ~~Supply~~every ~~are~~month. ~~not~~As ~~recognized~~of ~~unless~~December ~~they~~31, ~~are~~2017, ~~then~~there ~~sold~~is on$4,400 toof aaccrued ~~third~~unpaid ~~party~~rent infor anthis ~~arm’s~~lease ~~length transaction~~agreement.

On July 17, 2015, West Coast Vape Supply loaned the Company $5,000 for general operating expenses. The loan is unsecured, non-interest bearing, payable on demand, and due no later than April 17, 2020. As of September 30, 2017, this loan is still outstanding. The Company has recorded imputed interest for the year ended December 31, 2017 of $738.

On July 7, 2017 and September 21, 2017, MeWe World, a related party, loaned the Company $25,000 and $7,000, respectively. The loans were made to purchase inventory and cover operating expenses. They are unsecured, non-interest bearing, payable on demand and due no later than March 10, 2020. As of September 30, 2017, $32,000 is still outstanding. The Company has recorded imputed interest for the year ended December 31, 2017 of $882.

On April 1, 2017, the Company entered into a Lease Agreement (“Lease”) with West Coast Vape Supply, Inc. (“West Coast”) a company owned 100% by the Company’s management. The term of the lease was for two years commencing April 1, 2017. The Company shall pay West Coast rent of $12,000 per year in equal monthly installments of $1,000 payable in advance on the 1^st of every month. This lease was terminated by both parties on March 31, 2017. As of December 31, 2017, there is $8,500 of accrued unpaid rent for this lease agreement.

On December 15, 2017, the Company entered into a Lease Agreement (“Lease”) with Andy Michael Ibrahim, the CEO. The term of the lease is one year commencing December 15, 2017. The Company shall pay Mr. Ibrahim rent of $6,000 per year in equal monthly installments of $500 payable in advance on the 15th of every month. As of December 31, 2017, there is $250 of accrued unpaid rent for this lease agreement.

The Company recognized $41,993 and $25,260 in revenue from West Coast Vape Supply, a related party, for the years ended December 31, 2017 and 2016, respectively; and cost of goods sold of $21,406 and $11,015, respectively. This revenue consisted of approximately 46.7% and 16.4%, respectively of the Company’s total sales. Sales made to West Coast Vape Supply are not recognized unless they are then sold on to a third party in an arm’s length transaction.

Review, Approval, and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other ~~public~~ public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has ~~not~~recently ~~formally~~ adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company isalthough not required to do so.

InCurrently, lieu of anall ~~Audit~~the formal Audit Committee procedures, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s independent public accountants. The Board of Directors, the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies.

~~-22-~~39

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Item 14. Principal Accounting Fees and Services.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.

			2016		2015
			2017		2016
Audit fees	~~Anton and Chia LLP~~	$	1416,~~375~~540	$	1614,~~250~~375
Audit related fees			-		-
Tax fees			-		-
All other fees			-		-
Total		$	1416,~~375~~540	$	1614,~~250~~375

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Financial statements for our company are listed in the index under Item 8 of this document

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.		Description
31.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended December 31, ~~2016~~2017 (1)
32.1		Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)
101.INS		XBRL Instance Document (2)
101.SCH		XBRL Taxonomy Extension Schema (2)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (2)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (2)
101.LAB		XBRL Taxonomy Extension Label Linkbase (2)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (2)
14.1		Audit Committee Charter Agreement
14.2		Ethics Committee, Conflict of Interest Charter Agreement
14.3		Compensation Committee Charter Agreement

(1)	Filed herewith.
(2)	Users of this data are advised that, pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or Annual Report for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

Pursuant to 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.

~~Vapetek~~Nodechain, Inc.

(Registrant)

By: /s/ Andy Michael Ibrahim

Andy Michael Ibrahim,

Director

Dated: April 115, ~~2017~~2018

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

By: /s/ Andy Michael Ibrahim

Andy Michael Ibrahim,

President, Chief Executive Officer,

Chief Financial Officer, Director

Dated: April 115, ~~2017~~2018

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Filing Compare · Nodechain, Inc.