UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒	x QUARTERLY REPORT UNDER SECTION 13 ~~OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~ ~~For the quarterly period ended~~ ~~December 31, 2017~~ ¨ ~~TRANSITION REPORT UNDER SECTION13~~ OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023

☐	TRANSITION REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: ~~333-174759~~000-55681

INTEGRATED VENTURES, INC.
~~(formerly EMS Find, Inc.)~~
(Exact Name of Registrant as Specified in Its ~~charter)~~Charter)

Nevada		82-1725385
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

~~73 Buck Road, Suite 2, Huntingdon Valley,~~18385 Route 287, Tioga, PA ~~19006~~16946

(Address of principal executive offices) (Zip Code)

(215) ~~613-1111~~613-9898

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		INTV		N/A

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

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

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

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).~~files. Yes x☒ No o☐.

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

Large accelerated filer	o	☐	Accelerated filer	o☐
Non-accelerated ~~filer~~Filer	o	☐	Smaller reporting company	x☒
Emerging growth company	o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange ~~Act~~ oAct. Yes ☐ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒.

~~The number~~As of February 9, 2024, the registrant had 5,064,492 shares ~~outstanding~~ of ~~the issuer’s~~its common stock, $0.001 par value, ~~per share, was 8,501,203 as of February 14, 2018.~~ issued and outstanding.

~~INTEGRATED VENTURES, INC.~~

~~(FORMERLY EMS FIND, INC.)~~

~~FORM 10-Q~~

~~DECEMBER 31, 2017~~

TABLE OF CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

	~~Exhibits~~Page	30

~~SIGNATURES~~	31

~~PART I – FINANCIAL INFORMATION~~

~~TABLE OF CONTENTS~~

~~Index to Financial Statements~~	~~Page~~

~~Condensed~~ Balance Sheets as of December 31, ~~2017~~2023 (unaudited) and June 30, ~~2017~~2023	4	F-2

~~Condensed~~ Statements of Operations for the Three ~~Months~~ and Six Months Ended December 31, ~~2017~~2023 and ~~2016~~2022 (unaudited)	5	F-3

~~Condensed~~ Statement of Stockholders’ Equity for the Three and Six Months Ended December 31, 2023 and 2022 (unaudited)		F-4

Statements of Cash Flows for ~~the~~ Six Months Ended December 31, ~~2017~~2023 and ~~2016~~2022 (unaudited)	6	F-5

Notes to ~~Condensed~~ Financial Statements (unaudited)	8	F-6

3F-1
Table of Contents

INTEGRATED VENTURES, INC.

BALANCE SHEETS

	December 31,			June 30,
	2023			2023
	(Unaudited)

ASSETS
Current assets:
Cash	$	27,452		$	257,998
Prepaid expenses and other current assets		4,215			7,165
Total current assets		31,667			265,163

Non-current assets:
Property and equipment, net of accumulated depreciation and amortization of $4,898,813 and $3,608,202 as of December 31, 2023 and June 30, 2023, respectively		4,046,670			5,299,834
Digital currencies		788,864			447,425
Deposits		578,147			578,147
Total non-current assets		5,413,681			6,325,406

Total assets	$	5,445,348		$	6,590,569

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	248,511		$	293,711
Accrued preferred stock dividends		2,060,804			1,645,210
Accrued expenses		117,243			121,243
Due to related party		99,484			415,288
Notes payable in default, net of debt discount		500,000			500,000
Total current liabilities		3,026,042			2,975,452

Mezzanine:
Series C preferred stock, $0.01 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively.		1,125,000			1,125,000
Series D preferred stock, $0.01 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively.		3,000,000			3,000,000

Commitments and contingencies		-			-

Stockholders' equity:
Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively)		500			500
Series B preferred stock, $0.001 par value, 1,000,000 shares authorized, 130,000 and 100,000 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively)		130			100
Common stock, $0.001 par value; (750,000,000 shares authorized; 5,064,492 and 2,864,492 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively)		5,065			2,864
Additional paid in capital		81,195,589			72,588,520
Accumulated deficit		(82,906,978	)		(73,101,867	)
Total stockholders' deficit		(1,705,694	)		(509,883	)

Total liabilities, mezzanine and stockholders' equity	$	5,445,348		$	6,590,569

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

F-2

Table of Contents

INTEGRATED VENTURES, INC.

STATEMENTS OF OPERATIONS

(Unaudited)

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Balance Sheets

December 31,
2017

June 30,
2017

(Unaudited)

ASSETS
Current assets:

Cash

$ 121,061

$ 15,691

Accounts receivable

15,000

-

Digital currencies

43,786

-

Prepaid expenses and other current assets

2,500

7,500

Inventories

17,730

-

Marketable securities

1,760

253,998

Note receivable

-

16,872

Accrued interest receivable

-

1,519

Total current assets

201,837

295,580

Non-current assets:

Property and equipment, net

305,568

-

Deposits

700

700

Total assets

$ 508,105

$ 296,280

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:

Accounts payable

$ 23,331

$ 27,417

Accrued expenses

29,745

57,032

Convertible notes payable, net of discounts

14,458

47,814

Note payable

125,000

125,000

Due to related party

993

20,216

Derivative liabilities

21,419

226,731

Total current liabilities

214,946

504,210

Total liabilities

214,946

504,210

Commitments and contingencies

Stockholders’ equity (deficit):

Series A preferred stock, $0.001 par value, (20,000,000 shares authorized,

500,000 shares issued and outstanding)

500

500

Series B preferred stock, $0.001 par value, (500,000 shares authorized,

232,500 and 150,000 shares issued and outstanding as of

December 31, 2017 and June 30, 2017, respectively)

233

150

Common stock, $0.001 par value, (2,000,000,000 shares authorized,

8,388,337 and 5,212,564 shares issued and outstanding as of

December 31, 2017 and June 30, 2017, respectively)

8,388

5,213

Additional paid-in capital

5,538,477

4,613,089

Stock subscriptions payable

35,000

-

Accumulated deficit

(5,289,439 )

(4,826,882 )

Total stockholders’ equity (deficit)

293,159

(207,930 )
Total liabilities and stockholders’ equity (deficit)

$ 508,105

$ 296,280

	Three Months Ended December 31,						Six Months Ended December 31,
	2023			2022			2023			2022

Revenue:
Cryptocurrency mining	$	1,728,108		$	370,292		$	2,787,172		$	925,657
Total revenue, net		1,728,108			370,292			2,787,172			925,657

Cost of revenues		1,917,470			678,690			3,490,844			1,447,582

Gross profit (loss)		(189,362	)		(308,398	)		(703,672	)		(521,925	)

Operating expenses:
General and administrative		202,570			302,251			8,679,952			695,524
Loss on disposition of property and equipment		121,670			-			121,670			46,715
Total operating expenses		324,240			302,251			8,801,622			742,239

Income (loss) from operations		(513,602	)		(610,649	)		(9,505,294	)		(1,264,164	)

Other income (expense):
Interest expense		(23,884	)		(109,049	)		(46,914	)		(217,901	)
Realized gain (loss) on sale of digital currencies		183,146			(43,899	)		162,691			(67,914	)
Total other income (expense)		159,262			(152,948	)		115,777			(285,815	)

Income (loss) before income taxes		(354,340	)		(763,597	)		(9,389,517	)		(1,549,979	)
Provision for income taxes		-			-			-			-

Net income (loss)	$	(354,340	)	$	(763,597	)	$	(9,389,517	)	$	(1,549,979	)

Dividends on Preferred Stock		(207,797	)		(632,287	)		(415,594	)		(785,542	)

Deemed dividend		-			-			-			(162,037	)

Net income (loss) attributable to shareholders	$	(562,137	)	$	(1,395,884	)	$	(9,805,111	)	$	(2,497,558	)

Net income (loss) per common share attributable to shareholders, basic	$	(0.13	)	$	(0.70	)	$	(2.60	)	$	(1.32	)
Net income (loss) per common share attributable to shareholders, diluted	$	(0.13	)	$	(0.70	)	$	(2.60	)	$	(1.32	)

Weighted average number of common shares outstanding, basic	$	4,228,742		$	2,000,600		$	3,768,780		$	1,897,948
Weighted average number of common shares outstanding, diluted	$	4,228,742		$	2,000,600		$	3,768,780		$	1,897,948

~~See~~The accompanying notes ~~to condensed~~are an integral part of these financial ~~statements~~statements.

4F-3

Table of Contents

INTEGRATED VENTURES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

	Series C				Series D				Series A				Series B										Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock						Common Stock				Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance, June 30, 2022		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		902,633		$	903			1,657,973	$	1,658	$	56,781,410		$	(46,192,164	)	$	10,592,307
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(190,000	)		(190	)		152,000		152		38			-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		207,450			-			207,500
Issuance of common shares for exercise of warrants		-		-		-		-		-		-		-			-			164,061		164		(164	)		-			-
Deemed dividend for warrant modification		-		-		-		-		-		-		-			-			-		-		162,037			(162,037	)		-
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			(153,255	)		(153,255	)
Net loss		-		-		-		-		-		-		-			-			-		-		-			(786,382	)		(786,382	)
Balance, September 31, 2022		1,125		1,125,000		3,000		3,000,000		500,000		500		762,633			763			1,974,034		1,974		57,150,771			(47,293,838	)		9,860,170
Issuance of common shares for exercise of warrants		-		-		-		-		-		-		-			-			31,334		31		(31	)		-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		144,950			-			145,000
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			(632,287	)		(632,287	)
Net loss		-		-		-		-		-		-		-			-			-		-		-			(763,597	)		(763,597	)
Balance, December 31, 2022		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		812,633		$	813			2,005,368	$	2,005	$	57,295,690		$	(48,689,722	)	$	8,609,286

Balance, June 30, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		100,000		$	100			2,864,492	$	2,864	$	72,588,520		$	(73,101,867	)	$	(509,883	)
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(11,355	)		(11	)		1,135,500		1,136		(1,125	)		-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		8,299,950			-			8,300,000
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			(207,797	)		(207,797	)
Net loss		-		-		-		-		-		-		-			-			-		-		-			(9,035,177	)		(9,035,177	)
Balance, September 31, 2023		1,125		1,125,000		3,000		3,000,000		500,000		500		138,645			139			3,999,992		4,000		80,887,345			(82,344,841	)		(1,452,857	)
Issuance of common shares for purchase of bitcoin miners		-		-		-		-		-		-		-			-			200,000		200		309,100			-			309,300
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(8,645	)		(9	)		864,500		865		(856	)		-			-
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			(207,797	)		(207,797	)
Net loss		-		-		-		-		-		-		-			-			-		-		-			(354,340	)		(354,340	)
Balance, December 31, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		130,000		$	130			5,064,492	$	5,065	$	81,195,589		$	(82,906,978	)	$	(1,705,694	)

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

F-4

Table of Contents

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Operations
(Unaudited)

Three Months Ended
December 31,

Six Months Ended
December 31,

2017

2016

2017

2016

Revenues:

Crypto-currency mining

$ 59,498

$ -

$ 59,498

$ -

Sales of crypto-currency mining equipment

45,590

-

45,590

-

Total revenues

105,088

-

105,088

-

Cost of revenues

46,818

-

46,818

-

Gross margin

58,270

-

58,270

-

Operating expenses:

General and administrative

494,247

97,034

634,124

852,350

Total operating expenses

494,247

97,034

634,124

852,350

Loss from operations

(435,977 )

(97,034 )

(575,854 )

(852,350 )

Other income (expense):

Interest and other income

1,304

-

1,402

-

Realized gain on sale of investments

85,911

-

367,134

-

Unrealized loss on investments

(64,987 )

-

(3,876 )

-

Interest expense

(34,738 )

(120,128 )

(120,319 )

(217,332 )
Change in fair value of derivative liabilities

273,032

376,412

201,197

1,157,729

Gain (loss) on extinguishment of debt

3,259

(234,210 )

(268,476 )

(349,484 )
Loss on settlement of warrants

(63,765 )

-

(63,765 )

-

Total other income (expense)

200,016

22,074

113,297

590,913

Loss before income taxes

(235,961 )

(74,960 )

(462,557 )

(261,437 )

Provision for income taxes

-

-

-

-

Net loss

$ (235,961 )

$ (74,960 )

$ (462,557 )

$ (261,437 )

Net loss per common share, basic and diluted

$ (0.03 )

$ (0.10 )

$ (0.06 )

$ (0.33 )

Weighted average number of common shares outstanding, basic and diluted

8,252,873

778,930

7,711,319

793,207

~~See notes to condensed financial statements~~INTEGRATED VENTURES, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(9,389,517	)	$	(1,549,979	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		1,479,284			822,106
Stock-based compensation - related party		8,300,000			352,500
Loss on disposition of property and equipment		121,670			46,715
Amortization of debt discount		-			105,928
Realized loss (gain) on sale of digital currencies		(162,691	)		67,914
Changes in operating assets and liabilities:
Digital currencies		(2,753,408	)		(935,221	)
Prepaid expenses and other current assets		2,950			(3,810	)
Deposits		-			(500,000	)
Accounts payable		(45,200	)		74,640
Accrued expenses		46,000			111,776
Due to related party		104,083			213,637
Net cash provided by (used in) operating activities		(2,296,829	)		(1,193,794	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment deposits		-			(32,514	)
Net proceeds from the sale of digital currencies		2,403,748			1,021,232
Purchase of digital currencies		(237,195	)		(198,313	)
Purchase of property and equipment		(1,740	)		-
Net cash provided by (used in) investing activities		2,164,813			790,405

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party advance		(48,530	)		-
Repayment of accrued interest on note payable		(50,000	)		-
Net cash provided by (used in) financing activities		(98,530	)		-

Net increase (decrease) in cash		(230,546	)		(403,389	)
Cash, cash equivalents, and restricted cash - beginning of period		257,998			490,280
Cash, cash equivalents, and restricted cash - end of period	$	27,452		$	86,891

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	50,914		$	197
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Equipment deposits transferred to property and equipment	$	-		$	2,387,681
Common stock issued for purchase of bitcoin miners	$	309,300		$	-
Accrued preferred stock dividends	$	415,594		$	785,542
Conversion of Series B preferred stock for common stock	$	2,001		$	19,000
Payment of amounts due to related party with digital currencies	$	371,357		$	-
Purchase of property and equipment with digital currencies	$	36,750		$	-
Common stock issued with warrants	$	-		$	24,425
Deemed dividend for warrant modification	$	-		$	162,037

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

5F-5

Table of Contents

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Cash Flows
(Unaudited)

Six Months Ended
December 31,

2017

2016

Cash flows from operating activities:

Net loss

$ (462,557 )

$ (261,437 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

5,264

-

Stock-based compensation

409,000

702,450

Amortization of debt discount

79,631

182,558

Amortization of original issue discount

1,347

19,454

Change in fair value of derivative liability

(201,197 )

(1,157,729 )
Loss on extinguishment of debt

268,476

349,484

Financing fees related to notes payable

32,358

-

Realized (gain) loss on sale of investments

(367,134 )

-

Unrealized loss on investments

3,876

-

Loss on settlement of warrants

63,765

-

Changes in assets and liabilities:

Digital currencies

(61,892 )

-

Prepaid expenses and other current assets

5,000

-

Inventories

(17,730 )

-

Accrued interest receivable

(98 )

-

Accounts payable

(827 )

27,293

Accrued expenses

(1,786 )

2,894

Due to related party

(19,223 )

(10,980 )
Checks written in excess of cash balance

-

(11,695 )

Net cash used in operating activities

(263,727 )

(157,708 )

Cash flows from investing activities:

Net proceeds from the sale of investments

579,460

-

Purchase of investments

(9,651 )

-

Increase in notes receivable

(49,880 )

-

Purchase of property and equipment

(310,832 )

-

Net cash provided by investing activities

209,097

-

Cash flows from financing activities:

Proceeds from convertible notes payable

-

184,257

Proceeds from sale of preferred stock

125,000

-

Proceeds from stock subscriptions payable

35,000

-

Net cash provided by financing activities

160,000

184,257

Net increase in cash

105,370

26,549

Cash, beginning of period

15,691

1,974

Cash, end of period

$ 121,061

$ 28,523

(Continued)

See notes to condensed financial statements

6
~~Table of Contents~~

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Cash Flows (Continued)
(Unaudited)

Six Months Ended
December 31,

2017

2016

Supplemental disclosure of cash flow information:

Cash paid for interest

$ -

$ -

Cash paid for income taxes

-

-

Non-cash investing and financing activities:

Common shares issued for convertible notes payable

$ 379,021

$ 327,160

Common shares issued for due to related party

15,625

37,500

Common shares issued for cashless exercise of options

188

-

Debt discount for derivative liability

47,617

-

Accrued interest for notes payable

1,117

-

Marketable securities for conversion of notes receivable

66,850

-

Marketable securities exchanged for note payable

(37,074 )

-

Marketable securities exchanged for accrued expenses

(1,370 )

-

Marketable securities exchanged for derivative liabilities

(78,718 )

-

Marketable securities exchanged for accounts receivable

(15,000 )

-

Note payable issued in settlement of warrants

25,000

-

Derivative liabilities extinguished in settlement of warrants

67,064

-

~~See notes to condensed financial statements~~

7
~~Table of Contents~~

Integrated Ventures, Inc.

~~(formerly EMS Find, Inc.)~~

Notes to ~~Condensed~~ Financial Statements

Six Months Ended December 31, ~~2017~~2023

(Unaudited)

1. ORGANIZATION ~~AND~~ BASIS OF PRESENTATION

Organization

~~EMS Find,~~Integrated Ventures, Inc. ~~(“EMSF,” “the~~(the "Company," ~~"we," "our,"~~"we" or ~~"us"~~"our") was incorporated in the State of Nevada on March 22, 2011, under the name of Lightcollar, Inc. On March 20, 2015, the Company amended its articles of incorporation and changed its name from Lightcollar, Inc. to EMS Find, Inc. On May 30, 2017, Integrated Ventures, Inc. (“~~INTV,”~~Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of ~~EMSF.~~the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, ~~INTV~~Integrated Ventures was merged into ~~EMSF,~~the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc. ~~Our corporate office is located in Bucks County, Pennsylvania.~~

The Company has discontinued its prior operations and changed its business focus from its prior technologies relating to the EMS Find platform to acquiring, launching, and operating companies in the cryptocurrency sector, mainly in digital currency mining, equipment manufacturing, and sales of branded mining rigs, as well as blockchain software development.

The Company is ~~in the process of~~ developing and acquiring a diverse portfolio of digital currency assets and block chain technologies, and recently completed the installation, setup and deployment of crypto-currency mining equipment in its first location in Pennsylvania. Crypto-currency mining revenues commenced in November 2017. Crypto-currenciestechnologies. Cryptocurrencies are a medium of exchange that uses decentralized control (a block chain) as opposed to a central bank to track and validate transactions. The Company ~~through its wholly owned subsidiary, BitcoLab, Inc.,~~ is currently mining Bitcoin, ~~Litecoin and Ethereum,~~ whereby the Company earns revenue by solving “blocks” to be added to the block chain. The ~~installation and setup of crypto-currency mining equipment is nearing completion in the Company’s second location in Pennsylvania.~~Company also purchases certain digital currencies for short-term investment purposes.

On ~~August 21, 2017,~~April 17, 2023, the Board of Directors of the Company approved a ~~1-for-50~~1-for-125 reverse split of the Company’s common ~~shares, which through approval of FINRA was effective September 21, 2017.~~shares. The reverse split has been given retroactive effect in the ~~condensed~~ financial statements for all periods presented.

Basis of Presentation

The accompanying unaudited ~~condensed~~ financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim ~~periods~~period ended December 31, ~~2017~~2023 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, ~~2018.~~2024. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Annual Report on Form 10-K for the year ended June 30, ~~2017~~2023 filed on September ~~14, 2017~~28, 2023 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

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Table of Contents

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company are disclosed in Notes to Financial Statements included in the Company’s Annual Report on Form ~~10-K.~~10-K for the year ended June 30, 2023 filed on September 28, 2023. The following summary of significant accounting policies of the Company is presented to assist in understanding the Company’s interim financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

8
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Because of the use of estimates inherent in the financial reporting process, actual results could differ significantly from those estimates.

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Table of Contents

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that at times may exceed federally insured limits. For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at December 31, 2023.

Digital Currencies

Digital currencies consist mainly of Bitcoin, generally received for the Company’s own account as compensation for ~~crypto-currency~~cryptocurrency mining services, ~~are stated a fair value based on quoted market prices. The~~and other digital currencies ~~are revalued at every reporting~~purchased for short-term investment and trading purposes. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies under current Generally Accepted Accounting Principles (“GAAP”), the Company has determined to account for these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Codification ("ASC") No. 350, Intangibles – Goodwill and Other, for the period covered by this report and in future reports unless and until further guidance is issued by the Financial Accounting Standards Board (“FASB”). An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair ~~value during~~value. In testing for impairment, the ~~period recorded as unrealized~~Company has the option to first perform a qualitative assessment to determine whether it is more likely than not than an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gains or losses ~~in other income (expense) in the statements of operations. Realized gains~~ on the sale of digital currencies are included in other income (expense) in the statements of operations. The Company had realized gain (losses) on sale of digital currencies of $183,146 and $(43,899) in the three months ended December 31, 2023 and 2022, respectively and of $162,691 and $(67,914) in the six months ended December 31, 2023 and 2022, respectively. Cryptocurrency mining revenues were $1,728,108 and $370,292 in the three months ended December 31, 2023 and 2022, respectively and $2,787,172 and $925,657 in the six months ended December 31, 2023 and 2022, respectively.

~~Inventories~~

~~Inventories at December 31, 2017 consist of crypto-currency mining units held for sale and are stated at the lower of cost or estimated realizable value.~~

~~Marketable Securities~~

Marketable securities included in current assets in the balance sheet, are classified as trading securities, and reported at fair value based on quoted market prices. Changes in the fair value of the investments during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations.

Property and Equipment

Property and equipment, consisting primarily of computer and other ~~crypto-currency~~cryptocurrency mining equipment (transaction verification servers), is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over a ~~five-year estimated service life.~~three-year period due to technological obsolescence reflecting rapid development of hardware that has faster processing capacity and other factors. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

~~Accounting for~~ During the six months ended December 31, 2023, the Company discontinued the use of damaged or non-serviceable mining equipment and wrote off its net book value of $121,670 to loss on disposition of property and equipment.

During the six months ended December 31, 2022, the Company discontinued the use of damaged or non-serviceable mining equipment and wrote off its net book value of $46,715 to loss on disposition of property and equipment.

Management has determined that the three-year diminishing value best reflects the current expected useful life of transaction verification servers. This assessment takes into consideration the availability of historical data and management’s expectations regarding the direction of the industry including potential changes in technology. Management will review this estimate annually and will revise such estimates as and when data becomes available.

To the extent that any of the assumptions underlying management’s estimate of useful life of its transaction verification servers are subject to revision in a future reporting period, either as a result of changes in circumstances or through the availability of greater quantities of data, then the estimated useful life could change and have a prospective impact on depreciation expense and the carrying amounts of these assets.

Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.

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Table of Contents

Derivatives

As of December 31, 2023, and June 30, 2023, the Company had no derivative liabilities.

The Company evaluates its convertible debt, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for. The result of this accounting treatment is that under certain circumstances the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. ~~In the event that~~If the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the instrument on the reclassification date.

9
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes~~Where the number of warrants or common shares to ~~Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt are included in the value of the derivatives.

We estimate the fair value of the derivatives ~~associated with our convertible notes payable and warrants~~ using, as applicable, either the Black-Scholes pricing model ~~and~~or multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Impairment of Long-Lived Assets

All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. We reported no impairment expense for the three and six months ended December 31, 2023 and 2022.

Mezzanine

Series C and D preferred stock that contain certain default provisions requiring mandatory cash redemption that are outside the control of the Company are recorded as Mezzanine in the accompanying balance sheets.

Stock-Based Compensation

The Company accounts for all ~~equity based~~equity-based payments in accordance with ASC Topic 718, ~~“Compensation~~Compensation – Stock Compensation.” ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other ~~equity based~~equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models.

F-9

Table of Contents

~~Revenue Recognition~~

The Company accounts for non-employee share-based awards based upon ASC 505-50, Equity-Based Payments to Non-Employees. ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

Revenue Recognition

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Our revenues consist of cryptocurrency mining revenues recognized ~~when: (i) persuasive evidence~~in accordance with ASC 606 as discussed above. Amounts collected from customers prior to shipment of ~~a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when~~ products are ~~shipped to the customer and services are rendered. Our revenues currently consist of crypto currency mining revenues and revenues from the sale of crypto-currency mining equipment.~~recorded as deferred revenue.

The Company earns its ~~crypto-currency~~cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of ~~crypto-currencies,~~cryptocurrencies, such as ~~Bitcoin, Litecoin~~Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and ~~Ethereum.~~network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital ~~currency Coins. The Coins~~currencies, net of applicable network fees, which are recorded as revenue using the ~~spot~~closing U.S. dollar price of the ~~currencies~~related cryptocurrency on the date of receipt. Expenses associated with running the ~~crypto-currency~~cryptocurrency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues.

Income Taxes

The Company adopted the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of December 31, 2023, tax years 2017 through 2022 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

F-10

Table of Contents

The Company adopted ASC 740-10, Definition of Settlement in FASB Interpretation No. 48, (“ASC 740-10”). ASC 740-10 provides guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely based on its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 has not had an impact on our financial statements.

Income (Loss) Per Share

Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as “in-the-money” stock options and warrants using the treasury stock method, convertible debt, and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive.

~~As of~~ For the three and six months ended December 31, 2017, common stock equivalent shares which may dilute future earnings per share include 112,558 common shares issuable upon conversion of convertible notes payable, 1,200 common shares issuable upon exercise of warrants,2023 and ~~23,250,000 common shares issuable upon conversion of Series B Preferred Stock. For all periods presented,~~2022, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share.

~~Fair Value of Financial Instruments~~Recently Issued Accounting Pronouncements

~~Disclosures about fair value~~In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of ~~financial instruments require disclosure of~~Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the ~~fair value information, whether or not recognized in the balance sheet, where it is practicable~~accounting for certain crypto assets by requiring an entity to ~~estimate that value. As of December 31, 2017 and June 30, 2017, the amounts reported for cash, accounts receivable and prepaid expenses and other current~~measure those crypto assets ~~accounts payable, accrued expenses, note payable and due to related party approximate fair value because of their short maturities.~~

10
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements). These tiers include:

·	~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~

·	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

·	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Our digital currencies and marketable securities are measured~~ at fair value ~~on a recurring basis and estimated as follows:~~

Total

Level 1

Level 2

Level 3

December 31, 2017:

Digital currencies

$ 43,786

$ 43,786

Marketable securities

1,760

1,760

$ -

$ -

Total assets measured at fair value

$ 45,546

$ 45,546

$ -

$ -

June 30, 2017:

Marketable securities

$ 253,998

$ 253,998

$ -

$ -

Total assets measured at fair value

$ 253,998

$ 253,998

$ -

$ -

~~Our derivative liabilities are measured at~~each reporting period with changes in fair value ~~on a recurring basis and estimated as follows:~~

Total

Level 1

Level 2

Level 3

December 31, 2017:

Derivative liabilities

$ 21,419

$ -

$ -

$ 21,419

Total liabilities measured at fair value

$ 21,419

$ -

$ -

$ 21,419

June 30, 2017:

Derivative liabilities

$ 226,731

$ -

$ -

$ 226,731

Total liabilities measured at fair value

$ 226,731

$ -

$ -

$ 226,731

~~During the six months ended December 31, 2017, the Company had the following activity~~recognized in ~~its derivative liabilities:~~

Convertible Notes

Warrants

Total

Derivative liabilities at June 30, 2017

$ 226,731

$ -

$ 226,731

Addition to liability for new debt issued

47,617

-

47,617

Decrease due to conversions of debt

(23,433 )

-

(23,433 )
Decrease due to exchange of warrants

-

(28,299 )

(28,299 )
Change in fair value

(229,496 )

28,299

(201,197 )

Derivative liabilities at December 31, 2017

$ 21,419

$ -

$ 21,419

11
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

~~Recently Issued Accounting Pronouncements~~

In July 2017, the FASB issued Accounting Standards Update ("ASU") 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, "Distinguishing Liabilities from Equity," because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests.net income. The amendments ~~in Part II of this update do not have~~also improve the information provided to investors about an ~~accounting effect. This ASU is~~entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal ~~years, and interim periods within those~~ years beginning after December 15, ~~2018.~~2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. ASU No. 2023-08 requires a cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company has not yet adopted ASU No. 2023-08 and is currently ~~unable to determine~~evaluating the impact ~~on its consolidated financial statements of~~that the adoption ~~of this new accounting pronouncement.~~will have on the Company’s financial statement presentation and disclosures.

~~Although there are several~~There were no other new accounting pronouncements issued or proposed by the FASB during the six months ended December 31, 2023 and through the date of filing this report which the Company ~~has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or~~believes will have a material impact on its financial ~~position or results of operations.~~statements.

Reclassifications

Certain amounts in the ~~condensed~~ financial statements for ~~the prior-year~~prior year periods have been reclassified to conform to the presentation for the ~~current-year~~current year periods.

3. GOING CONCERN

~~The~~Historically, the Company has reported recurring net losses ~~had a working capital deficiency as of December 31, 2017 of $13,109,~~from operations and used net cash in ~~operations~~operating activities. As of ~~$263,727 in the six months ended~~ December 31, ~~2017.~~2023, the Company’s current liabilities exceeded its current assets by $2,994,375 and the Company had an accumulated deficit of $82,906,978. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

F-11

Table of Contents

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach and maintain a successful level of operations is dependent on the execution of ~~management's~~management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources fund its operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

12
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

4. ~~NOTE RECEIVABLE AND MARKETABLE SECURITIES~~

On April 6, 2016, the Company completed the sale of its subsidiary, Viva Entertainment, to Black River Petroleum Corp., a Nevada publicly-traded company (“Black River”), at a closing where, in exchange for all sale of all of the outstanding shares of Viva Entertainment, Black River issued to the Company its 10% (15% default rate) promissory note in the principal amount of $100,000, due December 31, 2016 (the “Viva Note”). The Company gave no effect to the Viva Note in its financial statements, pending collection of the note and completion of the transaction. We discontinued consolidation of the accounts of Viva Entertainment effective April 6, 2016.

On February 27, 2017, the Viva Note was in default and no repayments to the Company had been made. On that date, the parties entered into an addendum to the Viva Note, establishing the principal amount at $100,000 and accrued interest at $6,000. Terms of the Viva Note were also amended to allow the Company to convert the unpaid principal and interest into common shares of Viva Entertainment using a Variable Conversion Price equal to 50% of the lowest one day Trading Price for the Viva Entertainment common stock during the twenty Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Effective February 27, 2017, the Company recognized a gain of $106,000 on the April 6, 2016 sale of its investment in Viva Entertainment and recorded a note receivable of $100,000 and accrued interest receivable of $3,000.

On April 4, 2017, the Company and Global Opportunity Group LLC (“Global”), a lender, entered into a Purchase, Exchange and Escrow Agreement whereby the Company assigned $50,000 principal and $3,000 accrued interest of the Viva Note to Global in extinguishment of a convertible promissory note payable to Global dated March 28, 2017 with a principal balance of $18,150 and accrued interest payable of $35. The Company recognized a gain on extinguishment of debt of $34,815.

These common shares of Viva Entertainment were initially recorded at their cost basis, as determined by the principal balance of the Viva Note and accrued interest converted, and are classified as trading securities in the Company’s financial statements, and subsequently reported at fair value based on quoted market prices. Changes in the fair value of the marketable securities are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations.

Pursuant to multiple conversions during April 2017 through June 2017, the Company converted $33,128 principal of the Viva Note and $2,205 accrued interest payable into a total of 173,809,000 common shares of Viva Entertainment. As of June 30, 2017, the Viva Note had a principal balance of $16,872 and accrued interest of $1,519 outstanding. As of June 30, 2017, the Company held a total of 86,000,000 common shares of Viva Entertainment, recorded at market value of $253,998.

~~On July 20, 2017, the Company converted $16,850 principal of the Viva Note into a total of 84,250,000 common shares of Viva Entertainment.~~

During July 2017, the Company sold a total of 170,250,000 common shares of Viva Entertainment, with net proceeds of $551,800, and recorded a realized gain on sale of marketable securities of $281,223 for the three months ended September 30, 2017.

In July and August 2017, the Company advanced a total of $49,880 cash to Viva Entertainment pursuant to a new convertible note receivable dated July 5, 2017 (the “July 2017 Viva Note”). On August 1, 2017, the Company converted the remaining principal balance of the Viva Note of $22, the principal balance of the July 2017 Viva Note of $49,880 and accrued interest receivable of $98, for a total of $50,000, into 55,555,555 common shares of Viva Entertainment.

13
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

~~On December 31, 2017, the Company and Global entered into a Purchase and Escrow Agreement whereby the Company sold 55,555,555 common shares of Viva to Global for the following consideration:~~

Extinguishment of debt to Global:

Convertible note payable dated December 30, 2017

$ 25,000

Convertible note payable dated July 31, 2017

12,074

Accrued interest payable

1,370

Accounts receivable

15,000

Total

$ 53,444

~~Derivative liabilities of $78,718 related to the convertible notes payable were also extinguished The Company recognized a realized gain on sale of investments of $82,162 in the transaction.~~
~~The accounts receivable of $15,000 was collected in January 2018.~~
~~At December 31, 2017, marketable securities consisted of funds held in a brokerage account of $1,760~~

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following atas of:

	December 31, 2023			June 30, 2023

Cryptocurrency mining equipment	$	8,705,472		$	8,668,025
Furniture and equipment		240,011			240,011

Total		8,945,483			8,908,036
Less accumulated depreciation and amortization		(4,898,813	)		(3,608,202	)

Net	$	4,046,670		$	5,299,834

Depreciation and amortization expense, included in cost of revenues, for the three months ended December 31, ~~2017:~~2023 and 2022 was $745,720 and $389,901, respectively and $1,479,284 and $822,106 for the six months ended December 31, 2023 and 2022, respectively.

Crypto-currency mining equipment

$ 272,474

Furniture and equipment

8,751

Leasehold improvements

29,607

Total

310,832

Less accumulated depreciation

(5,264 )

Net

$ 305,568

During the six months ended December 31, 2023 and 2022, we disposed of and wrote off non-serviceable, defective mining equipment with a net book value of $121,670 and $46,715, respectively.

6.5. RELATED PARTY TRANSACTIONS

~~On July 29, 2017,~~We have one executive officer, Steve Rubakh, who is currently our only full-time employee and sole member of our Board of Directors. Mr. Rubakh is paid an annual salary established by the Board of Directors, cash bonuses as determined by the Board of ~~the Company established annual compensation for Steve Rubakh of $125,000 per year, effective July 1, 2017. In addition, Steve Rubakh receives~~Directors, and is issued shares of Series B ~~Preferred Stock~~preferred stock on a quarterly ~~basis. For~~basis for additional compensation. The number and timing of Series B preferred shares issued to Mr. Rubakh is at the discretion of the Board of Directors.

During the six months ended December 31, 2023, Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $100,000 of bonuses ($50,000 quarterly) were approved by the Board of Directors. Last, the Company issued to Mr. Rubakh 50,000 shares (during the three months ended September 30, ~~2017,~~2023) of Series B convertible preferred stock valued on an “as converted to common” basis at $8,300,000, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

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Table of Contents

During the six months ended December 31, 2022, Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $100,000 of bonuses ($50,000 quarterly) were approved by the Board of Directors. Last, the Company ~~authorized~~issued to Mr. Rubakh 100,000 shares (50,000 quarterly) of Series B convertible preferred stock valued on an “as converted to common” basis at $352,500, using the ~~issuance~~closing market price of ~~30,000~~the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

Total compensation expense included in general and administrative expenses was $112,500 and $257,500 for the three months ended December 31, 2023 and 2022, respectively and $8,525,000 and $577,500 for the six months ended December 31, 2023 and 2022, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $29,864, and $297,138 as of December 31, 2023 and June 30, 2023, respectively.

In April 2022, Mr. Rubakh advanced $118,150 to a third-party vendor on behalf of the Company. The advance is due on demand, has no interest rate, and is unsecured. During the six months ended December 31, 2023, repayments of $48,530 were made on the advance. Amounts due to related party, consisting of short-term advances from Mr. Rubakh, totaled $69,620 and $118,150 as of December 31, 2023 and June 30, 2023, respectively.

Total amount due to Mr. Rubakh for accrued salary and short-term advances as of December 31, 2023 and June 30, 2023 was $99,484, and $415,288, respectively.

During the six months ended December 31, 2023, Mr. Rubakh converted 20,000 shares of Series B preferred stock into 2,000,000 shares of common stock in a transaction recorded at the par value of the shares.

During the six months ended December 31, 2022, Mr. Rubakh converted 190,000 shares of Series B preferred stock into 19,000,000 shares of common stock in a transaction recorded at the par value of the shares.

On December 15, 2021, the Company and ~~stock-based compensation valued at $9,000~~Tioga Holding, LLC, a related party owned 50% by Mr. Rubakh (“Tioga”), entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania. The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement was ~~recorded. For~~36 months. Mining operations as this facility terminated in September 2023 due to the significant increase in power cost by local utility. During the six months ended December 31, 2023 and 2022, the Company incurred power expense of $96,527 and $180,432, respectively. During the three months ended December 31, ~~2017,~~2023 and 2022, the Company incurred power expense of $0 and $110,957, respectively.

6. NOTES PAYABLE

On June 15, 2022, the Company entered into a Loan Agreement and Promissory Note with BHP Capital NY, Inc. (“BHP”) in the amount of $500,000. The note matured on January 15, 2023, and bares a flat interest charge of $130,000 that shall not be reduced or pro-rated in the event of prepayment. In addition, upon an event of default, the Note bares default interest of 18% per annum. This note is secured by assets and equipment of the Company. As further inducement to enter this note, the Company issued BHP 16,000 shares of restricted common stock. These shares were valued at $123,200 using the closing market price of the Company’s common stock on the date of issuance and were recorded as a debt discount that is being amortized to interest expense over the term of the note. The Company recorded $0 and $52,965 of interest expense for amortization of this debt discount and accrued $23,000 and $52,964 of interest expense during the three months ended December 31, 2023 and 2022, respectively and recorded $0 and $105,928 of interest expense for amortization of this debt discount and accrued $46,000 and $111,776 of interest expense during the six months ended December 31, 2023 and 2022, respectively. The Company repaid $50,000 of accrued interest during the three and six months ended December 31, 2023. No interest was repaid during the three and six month ended December 31, 2022. As of December 31, 2023, this note was in default due to nonpayment before the maturity date.

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Table of Contents

7. MEZZANINE

Series C Preferred Stock

Effective January 14, 2021, the Company filed a Certificate of Designation of the Series C Convertible Preferred Stock with the Nevada Secretary of State. The Company has authorized the issuance of ~~40,000~~an aggregate of 3,000 shares of the Series C preferred stock. Each share of Series C preferred stock has a par value of $0.001 per share and a stated value of $1,100 per share. The shares of Series BC preferred stock ~~and stock-based compensation valued at $400,000 was recorded.~~

~~On August 31, 2017, Steve Rubakh converted accrued compensation of $15,625~~are convertible into ~~347,222 common~~ shares of the Company’s common stock at a conversion price of $8.50 per share.

Each share of the Series C preferred stock is entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends may be paid in cash or in shares of Series C preferred stock at the discretion of the Company. During the year ended June 30, 2023, the Company settled $293,639 of dividends owed in exchange for 78,304 shares of common stock. The shares of Common Stock were valued based on their value as of the settlement date which was $3.75 per share. As of December 31, 2023 and June 30, 2023, the Company accrued Series C preferred stock dividends of $358,486 and $245,088, respectively.

The Company, at its sole discretion, has the right to redeem all, but not less than all, shares of the Series C preferred stock issued and outstanding upon 5 days’ notice at a defined redemption price. The holders of the Series C preferred stock do not have a right to put the shares to the Company.

The holders of the Series C preferred stock shall have the right to vote together with holders of common stock, on an as “converted basis”, on any matter that the Company’s shareholders may be entitled to vote on, either by written consent or by proxy.

As of December 31, ~~2017~~2023 and June 30, ~~2017, amounts~~2023, 1,125 shares of Series C preferred stock were issued and outstanding and recorded at started value as mezzanine due to ~~related party totaled $993 and $20,216, respectively.~~certain default provision requiring mandatory cash redemption that are outside the control of the Company.

14
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

~~7. NOTES PAYABLE~~

~~Notes payable, all classified as current, consist of the following:~~

December 31, 2017

June 30, 2017

Original

Original

Debt

Issue

Debt

Issue

Principal

Discount

Discount

Net

Principal

Discount

Discount

Net

Note Payable

LG Capital Funding, LLC

$ 125,000

$ -

$ -

$ 125,000

$ 125,000

$ -

$ -

$ 125,000

Convertible Notes Payable

Global Opportunity Group, LLC

$ 16,500

$ (5,981 )

$ -

$ 10,519

$ -

$ -

$ -

$ -

A1 Solar Corp.

5,559

(1,620 )

3,939

-

-

-

-

River North Equity, LLC

-

-

-

-

4,660

-

-

4,660

Global Opportunity Group, LLC

-

-

-

-

18,700

(2,878 )

(722 )

15,100

EMA Financial, LLC

-

-

-

-

8,916

(2,394 )

-

6,522

GPL Ventures, LLC

-

-

-

-

10,000

(613 )

-

9,387

Global Opportunity Group, LLC

-

-

-

-

10,000

(6,247 )

(625 )

3,128

Howard Schraub

-

-

-

-

16,500

(12,250 )

-

4,250

Howard Schraub

-

-

-

-

20,000

(15,233 )

-

4,767

Total

$ 22,059

$ (7,601 )

$ -

$ 14,458

$ 88,776

$ (39,615 )

$ (1,347 )

$ 47,814

~~Note Payable~~Series D Preferred Stock

On ~~October 22, 2015,~~February 19, 2021, the Company ~~entered into~~filed a ~~Securities Purchase Agreement ("Purchase Agreement"), dated as~~Certificate of October 22, 2015, with LG Capital Funding, LLC ("LG"), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the "Convertible Note"). EachDesignation of the Series D Convertible ~~Notes issuable under~~Preferred Stock with the ~~Purchase Agreement provides for a 15% original issue discount ("OID"), such that~~Nevada Secretary of State authorizing the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance, including accrued and unpaid interest,issuance of ~~such Convertible Note into~~an aggregate of 4,000 shares of the ~~Company's common stock at a price ("Conversion Price") for each~~Series D preferred stock. Each share of ~~common~~Series D preferred stock ~~equal to 80%~~has a par value of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note was payable, along with interest thereon, on October 22, 2016 and was in default. The convertible note had an OID of 15%, which was recorded at $18,750 and which has been fully amortized. The Company recorded a debt discount of $44,643, which has also been fully amortized.

On October 14, 2016, the Supreme Court of the State of New York County of Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As a result of the judgment, the conversion feature of the note was eliminated and therefore, the associated derivative liability was extinguished. As of December 31, 2017, the debt has been recorded as a note payable of $125,000, a current liability in the balance sheet, and $26,301 of interest has been accrued.

15
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

~~Convertible Notes Payable~~

On July 25, 2016, the Company entered into an equity purchase agreement with River North Equity, LLC (“River North”) for up to $2,000,000. On July 25, 2016, the Company entered into a convertible promissory note with River North for $33,333. The convertible promissory note had a maturity date of March 29, 2017 and bears interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $4,000 for River North’s legal fees,$0.001 per share and a ~~debt discount~~stated value of ~~$33,333.~~$1,100 per share. The conversion price is the lower of 65% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On February 1, 2017, River North converted $2,036 principal and $1,744 accrued interest into 52,878 common shares of ~~the Company. On April 20, 2017, the Company and River North entered~~Series D preferred stock are convertible into a Settlement Agreement & Mutual Release with respect to this note, resulting in penalties of $17,955 added to the note principal to bring the principal balance to $49,252 and requiring a principal payment of $30,000, which payment was financed by the issuance of a new convertible promissory to Global. On June 2, 2017, River North converted $14,592 principal into 172,685 common shares of the Company, resulting in a principal balance of $4,660 as of June 30, 2017. As of June 30, 2017, the OID and the debt discount had been fully amortized and there was accrued interest payable of $1,236. The Company recorded a derivative liability of $12,535 as of June 30, 2017. On July 5, 2017, River North converted the remaining principal of $4,660 into 183,068 common shares of the Company and the accrued interest payable balance of $1,236 was written off. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

On October 6, 2016, the Company entered into a convertible promissory note with EMA for $33,000. The note matures on October 6, 2017 and bears interest at 12%. A debt discount of $33,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. Pursuant to multiple conversions in May and June 2017, EMA converted principal of $24,084 into 976,000 shares of the Company’s common stock ~~resulting in~~at a ~~principal balance~~conversion price of ~~$8,916 as of June 30, 2017. As of June 30, 2017, $30,606~~$37.50 per share.

Each share of the ~~debt discount had been amortized, and there was accrued interest~~Series D preferred stock is entitled to receive cumulative dividends of ~~$2,677. The Company recorded a derivative liability~~12% per annum or 18% per annum in the event of ~~$25,368~~default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as ~~of June 30, 2017. On July 5, 2017, July 7, 2017 and July 12, 2017, EMA converted~~required by the ~~remaining principal of $8,916, accrued interest payable of $2,715 and penalties totaling $29,908 into a total of 830,776 common~~agreement. Dividends may be paid in cash or in shares of Series D preferred stock at the ~~Company. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.~~

On December 2, 2016, the Company entered into a convertible promissory note with Global for $18,700. The note matures on December 2, 2017 and bears interest at 12%. The convertible promissory note provided for an OID of $1,700; therefore, the net proceeds to the Company was $17,000. A debt discount of $18,700 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of June 30, 2017, $978 of the OID had been amortized, $15,822 of the debt discount had been amortized and there was accrued interest of $1,297. The Company recorded a derivative liability of $47,634 as of June 30, 2017. Additionally, the Company issued 1,650 five-year warrants for common stock with an exercise price of $7.50 per share, subject to certain adjustments, and a cashless exercise option. On July 13, 2017 and August 15, 2017, Global converted the entire principal of $18,700 and fees totaling $1,250 into a total of 567,867 common shares of the Company and the accrued interest payable balance of $1,541 was written off. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

On December 13, 2016, the Company entered into a convertible promissory note with GPL for $10,000. The note matures on July 13, 2017 and bears interest at 12%. A debt discount of $10,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of June 30, 2017, $9,387 of the debt discount had been amortized, and there was accrued interest of $658. The Company recorded a derivative liability of $24,876 as of June 30, 2017. On July 6, 2017 and July 12, 2017, GPL converted the entire principal of $10,000 into a total of 400,000 common shares of the Company and the accrued interest payable balance of $687 was written off. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

16
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

On February 13, 2017, the Company entered into a convertible promissory note with Global for $10,000. The note matures on February 13, 2018 and bears interest at 2%. The convertible promissory note provides for an OID of $1,000. Therefore, the net proceeds to the Company was $9,000. A debt discount of $10,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. As of June 30, 2017, $375 of the OID had been amortized, $3,753 of the debt discount had been amortized and there was accrued interest of $75. The Company has recorded a derivative liability of $22,661 as of June 30, 2017. Additionally, the Company issued 6,667 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. On September 15, 2017, Global sold the $10,000 note and $1,117 accrued interest payable to A1Solar. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

On September 15, 2017, A1 Solar Corp (“A1 Solar”) purchased $10,000 principal and $1,117 accrued interest payable of the February 13, 2017 Global convertible promissory note. The $11,117 convertible replacement note matures on September 29, 2018 and bears interest at an annual rate of 12%. A debt discount of $11,117 and a derivative liability of $26,209 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On October 5, 2017, A1 Solar converted $5,558 principal into 297,245 common sharesdiscretion of the Company. As of December 31, ~~2017, $9,497~~2023 and June 30, 2023, the Company accrued Series D preferred stock dividends of $1,702,318 and $1,400,122, respectively.

The Company, at its sole discretion, has the right to redeem all, but not less than all, shares of the ~~debt discount had been amortized~~Series D preferred stock issued and ~~there was accrued interest payable~~outstanding upon 5 days’ notice at a defined redemption price. The holders of ~~$39. The Company has recorded~~the Series D preferred stock do not have a ~~derivative liability of $26,974 as of December 31, 2017.~~right to put the shares to the Company.

~~On March 28, 2017, the Company entered into a convertible promissory note with Schraub for $16,500.~~ The ~~note matures on March 28, 2018 and bears interest at 10%. A debt discount of $16,500 and a derivative liability of $40,982 were recorded. The conversion price is 50%~~holders of the ~~lowest traded price for~~Series D preferred stock shall have the ~~twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 12,100 seven-year warrants for~~right to vote together with holders of common stock, ~~with~~on an ~~exercise price of $0.50 per share, subject~~as “converted basis”, on any matter that the Company’s shareholders may be entitled to ~~certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled~~vote on, ~~May 8, 2017. On July 31, 2017, Schraub assigned the $16,500 note to Global. The debt discount has been fully amortized and $565 of accrued interest payable was~~either by written ~~off. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.~~consent or by proxy.

On July 31, 2017, Global was assigned the $16,500 principal of the March 28, 2017 Schraub convertible promissory note. The note matures on March 28, 2018 and bears interest at 10%. A debt discount of $16,500 and a derivative liability of $114,489 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. As of December 31, ~~2017, $10,519~~2023 and June 30, 2023, 3,000 shares of ~~the debt discount had been amortized~~Series D preferred stock were issued and ~~there was accrued interest payable of $1,259. The Company has~~outstanding and recorded ~~a derivative liability of $16,061~~ as ~~of December 31, 2017.~~

On April 4, 2017, the Company entered into a convertible promissory note with Schraub for $20,000. The note matures on April 4, 2018 and bears interest at 10%. A debt discount of $20,000 and a derivative liability of $75,295 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 15,000 seven-year warrants for common stock with an exercise price of $0.50 per share, subjectmezzanine due to certain ~~adjustments, and a cashless exercise option. These warrants were surrendered to~~default provisions requiring mandatory cash redemption that are outside the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $20,000 note to Global. The debt discount has been fully amortized and $647 of accrued interest payable was written off. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

17
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

On July 31, 2017, Global was assigned the $20,000 principal of the April 4, 2017 Schraub convertible promissory note. The note matures on April 4, 2018 and bears interest at 10%. A debt discount of $20,000 and a derivative liability of $140,711 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On October 18, 2017 Global converted $4,651 principal into 248,691 common shares of the Company, and on December 4, 2017, Global converted $3,275 principal into 100,000 common shares of the Company. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 (Note 4), the remaining principal of $12,074 and accrued interest payable of $1,367 were extinguished. As of December 31, 2017, the entire $20,000 debt discount had been amortized. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

On December 30, 2017, the Company and Global entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Company’s common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000. The note matures on December 30, 2018 and bears interest at an annual rate of 5%, compounded monthly. A derivative liability of $67,064 was recorded. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 (Note 4), the $25,000 principal and accrued interest payable of $3 were extinguished. The note has been repaid in full and no related derivative liability was recorded as of December 31, 2017.

~~On July 6, 2017, Schraub converted fees of $600 into 618,500 common shares~~control of the Company.

F-14

Table of Contents

As detailed above, during the six months ended December 31, 2017, a total of 2,640,017 shares of the Company’s common stock were issued in conversion of $55,760 note principal, $2,715 accrued interest payable, $2,450 in fees, $29,908 in penalties and $276,409 loss on conversion of debt into common stock.

8. STOCKHOLDERS’ EQUITY (DEFICIT)

~~8. STOCKHOLDERS’ DEFICIT~~Preferred Stock

~~Preferred Stock~~

Series A Preferred Stock

OnIn March ~~10,~~ 2015, the Company filed with the ~~approval~~State of ~~a majority vote of its Board of Directors, approved the filing of~~Nevada a Certificate of Designation establishing the designations, preferences, limitations, and relative rights of 1,000,000 shares of the Company's Series A preferred stock. Each share of Series A preferred stock ~~(the "Series A Designation" and the "Series A Preferred Stock"). The terms~~has a par value of ~~the Certificate of Designation~~$0.001. Holders of the Series A ~~Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include~~preferred stock have the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A ~~Preferred Stock.~~preferred stock not subject to adjustment for a stock split or reverse stock split. The shares of Series A ~~Preferred Stock~~preferred stock are not convertible into shares of common stock.

The Company has ~~20,000,000~~1,000,000 shares of Series A ~~Preferred Stock~~preferred stock authorized, with 500,000 shares issued and outstanding as of December 31, ~~2017,~~2023 and June 30, 2023, which were issued in March 2015 ~~in consideration for services on~~to members of the Company’s Board of ~~Directors.~~Directors in consideration for services.

Series B Preferred Stock

On December 21, 2015, the Company filed a Certificate of Designation for ~~its~~a new Series B ~~Convertible Preferred Stock~~convertible preferred stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred Thousand (500,000) ~~Thousand~~ shares of the Company's authorized preferred stock are designated as the Series B ~~Convertible Preferred Stock (the "Series B Preferred Stock"),~~convertible preferred stock, par value of $0.001 per share and with a stated value of $0.001 per share (the "Stated Value"). Holders of Series B ~~Preferred Stock~~preferred stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B ~~Preferred Stock,~~preferred stock, each issued share of Series B ~~Preferred Stock~~preferred stock is convertible into ~~One (100) Hundred~~100 shares of ~~Common Stock ("~~the Company’s common stock (“Conversion ~~Ratio"~~Ratio”). The Conversion Ratio is subject to adjustment if the Company enters into a merger or spin off transaction but is not subject to adjustment for a stock split or reverse stock split. The holders of the Series B ~~Preferred Stock~~preferred stock shall have the right to vote together with holders of ~~Common Stock,~~common stock, on an as "converted basis", on any matter that the Company's shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B ~~Preferred Stock~~preferred stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B ~~Preferred Stock~~preferred stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities.

18
~~Table of Contents~~

~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

As The number of ~~December 31, 2017, the Company had 232,500 shares of Series B Preferred Stock issued and outstanding.~~

On July 1, 2016, the Board of Directors of the Company agreed to compensate Steve Rubakh on a quarterly basis through the issuance of shares of Series B Preferred Stock. For the three months ended September 30, 2017, the Company issued 30,000 shares ofauthorized Series B preferred stock was later increased to ~~Steve Rubakh valued at $9,000. For the three months ended December 31, 2017, the Company issued 40,000 shares of Series B preferred stock to Steve Rubakh valued at $400,000.~~

On October 25, 2017, four investors entered into subscription agreements for the purchase of a total of 16,000 shares of Series B Preferred stock for cash at $10 per share. Through December 31, 2017, 12,500 of the shares had been issued for an investment of $125,000. As of December 31, 2017, a stock subscription payable of $35,000 was recorded for unissued1,000,000 shares.

~~Common Stock~~

On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s common shares. The reverse split has been given retroactive effect in the condensed financial statements for all periods presented.

During the six months ended December 31, ~~2017, the Company issued a total of 3,175,773~~2023, Mr. Rubakh converted 20,000 shares of ~~its common stock.~~

~~On July 6, 2017, 188,240~~Series B preferred stock into 2,000,000 shares of common stock ~~were issued to Global~~ in ~~the cashless exercise of warrants~~a transaction recorded at the par value of ~~$188. See Note 9.~~

~~On August 31, 2017, 347,222 shares of common stock valued at $15,625 were issued to Steve Rubakh for accrued compensation. See Note 6.~~

~~As detailed in Note 7, during~~ the six months ended December 31, 2017, a total of 2,640,017 shares of the Company’s common stock were issued in conversion of $55,760 note principal, $2,715 accrued interest payable, $2,450 in fees, $29,908 in penalties, derivative liabilities of $11,779 and $276,409 loss on conversion of debt into common stock.

~~On September 30, 2017, the Company increased the number of outstanding common shares by 114 shares due to rounding of shares in the reverse stock split.~~shares.

During the six months ended December 31, ~~2016, the Company issued a total of 275,514~~2022, Mr. Rubakh converted 190,000 shares of ~~its common stock.~~

~~On July 1, 2015, 6,000~~Series B preferred stock into 19,000,000 shares of common stock in a transaction recorded at the par value of the shares.

For services provided during the six months ended December 31, 2023, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $8,300,000, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

For services provided during the six months ended December 31, 2022, the Company issued to Mr. Rubakh 100,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $352,500, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

The Company had 130,000 and ~~1,200 issuable~~100,000 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively.

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Common Stock

As of December 31, 2023, we were authorized to issue up to 300,000,000 shares of common stock ~~valued at $37,500 were~~with a par value of $0.001.

The Company had 5,064,492 and 2,864,492 common shares issued ~~to Steve Rubakh for accrued compensation.~~and outstanding as of December 31, 2023 and June 30, 2023, respectively.

During the six months ended December 31, ~~2016,~~2023, the Company issued a total of ~~268,314~~2,200,000 shares of its common stock: 2,000,000 in conversion of Series B preferred stock recorded at par value of $2,201 and 200,000 shares for ~~debt converted~~the purchase of ~~$327,160.~~bitcoin miners recorded at the fair value of the shares or $309,300.

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~~Integrated Ventures, Inc.~~

~~(formerly EMS Find, Inc.)~~

~~Notes to Condensed Financial Statements~~

~~Six Months Ended December 31, 2017~~

~~(Unaudited)~~

~~9. WARRANTS~~

The Company has granted warrants to non-employee lenders in connection with the issuance of certain convertible promissory notes, certain of which were subsequently surrendered to the Company and cancelled. See Note 7. Warrant activity for these warrants forDuring the six months ended December 31, ~~2017 is as follows:~~2022, the Company issued a total of 347,395 shares of its common stock: 152,000 shares issued in conversion of Series B preferred stock recorded at par value of $152 and 195,395 shares for the cash-less exercise of warrants recorded at par value of $195.

Number of
Warrants

Weighted
Average
Exercise Price

Weighted Average
Remaining
Contract Term
(Years)

Aggregate
Intrinsic
Value

Outstanding at June 30, 2017

12,817

$ 4.33

5.25

$ -

Granted

-

$ -

Exercised

(502 )

$ 7.50

Cancelled or expired

(11,115 )

$ 3.30

Outstanding and exercisable at December 31, 2017

1,200

$ 12.50

1.30

$ -

9. WARRANTS

The Company issued warrants ~~were valued at~~to purchase 88,000 shares of its common stock in February 2021 in connection with the ~~grant date using a Black-Scholes calculation. No stock-based compensation was recorded for~~sale of Series D preferred stock.

The Company also issued warrants ~~during~~to purchase 240,000 shares of its common stock in April 2021 in connection with the sale of common stock. During the six months ended December 31, ~~2017.~~2022, the Company entered into two letter agreements in connection with this sale described as follows.

~~As discussed in Note 7, on December 30, 2017,~~On September 13, 2022, the Company and ~~Global~~one of the Purchasers entered into ~~an Exchange Agreement pursuant~~a letter agreement (the “September 13 Amendment Agreement”) whereby the Company agreed to ~~which warrants held by Global~~amend the terms of such Purchaser’s Warrants to purchase up to 120 thousand shares to provide effective as of June 29, 2022. The amendment reduced the exercise price thereof to $0.125, subject to adjustment therein, and waived the “exploding feature” of the Anti-Dilution Provision in the Warrant that would otherwise have effected an increase in the number of warrant shares as a ~~total~~result of ~~11,115~~an exercise price reduction so as to result in the same aggregate value of the warrant shares multiplied by the exercise price. Additionally, other than an Exempt Issuance, as defined in the Warrants, from the date hereof until 90 days after the date hereof, neither the Company nor any subsidiary of the Company may issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the ~~Company’s~~Warrants).

On September 15, 2022, the Company and the other Purchaser entered into a letter agreement (the “September 15 Amendment Agreement”) whereby the Company agreed to amend the terms of such Purchaser’s Warrants to purchase up to 120 thousand shares, effective as of August 30, 2022. The amendment reduced the exercise price thereof to $0.125, subject to adjustment therein, and waived the “exploding feature” of the Anti-Dilution Provision in the Warrant that would otherwise have effected an increase in the number of warrant shares as a result of an exercise price reduction so as to result in the same aggregate value of the warrant shares multiplied by the exercise price. Additionally, other than an Exempt Issuance, as defined in the Warrants, from the date hereof until 90 days after the date hereof, neither the Company nor any subsidiary of the Company may issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Warrants).

The effect of these modifications was measured as the excess of the fair value of the amended Purchaser’s Warrants over the fair value of the Purchaser’s Warrants immediately before the amendments which amounted to $162,037 and was recognized as a dividend due to the substance of the modification not indicating the issuer has incurred a cost that should be expensed.

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During the six months ended December 31, 2022, we issued 195,395 shares of common stock ~~were cancelled in exchange~~ for ~~a convertible promissory note payable to Global in~~ the ~~principal amount~~cash-less exercise of ~~$25,000. Derivative liabilities related to the warrants of $28,299 were also extinguished in this transaction and the Company recorded a loss on settlement of warrants of $63,765.~~200,000 warrants.

There were no warrants outstanding as of December 31, 2023 and June 30, 2023.

10. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. As of the date of filing of this report, there were no pending or threatened ~~lawsuits, except as stated below.~~lawsuits.

Operating Leases

As of December 31, 2023, the Company had no obligation for future lease payments under non-cancelable operating leases. However, the Company has entered into three agreements described below related to its crypto currency mining operations pursuant to which the Company’s sole obligation is to pay monthly a contractual rate per kilowatt hour of electricity consumed.

Power Purchase and Hosting Agreement

On ~~October 14, 2016,~~March 8, 2021, the ~~Supreme Court~~Company and Compute North LLC (“Compute North”) entered into a Master Agreement for the colocation and management of the ~~State~~Company’s cryptocurrency mining operations. This agreement required an initial deposit of ~~New York County~~$78,147 which is recorded as a Deposit on the Balance Sheets. The Company submits Order Forms to Compute North to determine the location of ~~Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor~~the hosted facilities, the number of ~~LG Capital Funding, LLC,~~cryptocurrency miners, the term of the services provided and the contractual rate per kilowatt hour of electricity consumed in the ~~amount~~Company’s cryptocurrency mining operations. The Company’s ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of ~~$135,202, which includes principal and interest (calculated as of September 29, 2016),~~electricity consumed in ~~regards to~~ the ~~convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank.~~Company’s cryptocurrency mining operations.

On June 3, 2022, the Company and Compute North entered into a second Master Agreement for the colocation and management of the Company’s cryptocurrency mining operations. The Company executed Order Forms to Compute North to determine the number of cryptocurrency miners, the term of the services provided and the contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. This agreement required an initial deposit of $500,000, which is recorded as a Deposit on the Balance Sheets. The Company’s ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.

In January 2023, under Chapter 11 proceedings, Compute North sold these Master Agreements to GC Data Center Granbury, LLC and the parties consolidated all cryptocurrency mining operations in the Granbury, Texas facility.

Tioga Property Lease and Power Purchase Agreement

On December 15, 2021, the Company and Tioga Holding, LLC, a related party, entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania. The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement is 36 months. The 36 months lease and mining operations were terminated in September 2023 due to significant increase in power cost by local utility. All mining equipment has been relocated to Granbury, Texas.

11. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has ~~reported the following:~~none to report.

On January 19, 2018, the Company and St. George Investments LLC (“St. George”) entered into a Securities Purchase Agreement, pursuant to which St. George purchased 462,900 restricted common shares of the Company for $750,000. The Company received net proceeds of $720,000. The Company also issued to St. George a three-year warrant for the purchase of 347,175 shares of the Company’s common stock at an exercise price of $2.16 per share.

Subsequent to December 31, 2017, the Company issued a total of 112,866 shares of its common stock to two lenders in conversions of convertible promissory note principal totaling $22,059, accrued interest totaling $1,356 and fees of $500.

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Item 2. Management’s Discussion and Analysis or Financial Condition and Results of Operations.

~~ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF~~~~OPERATIONS~~

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are ~~"forward-looking statements"~~“forward-looking statements” within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the heading ~~"Management's~~“Management’s Discussion and Analysis of Financial Condition and Results of Operations."” You can expect to identify these statements by forward-looking words such as ~~"may," "might," "could," "would," "will," "anticipate," "believe," "plan," "estimate," "project," "expect," "intend," "seek"~~“may,” “might,” “could,” “would,” “will,” “anticipate,” “believe,” “plan,” “estimate,” “project,” “expect,” “intend,” “seek” and other similar expressions. Any statement contained in this report that is not a statement of historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the ~~"Risk Factors"~~“Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the ~~fiscal~~ year ended June 30, ~~2017~~2023 filed on September 28, 2023 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

We were incorporated in the State of Nevada on March 22, 2013 under the name Lightcollar, Inc. On March 22, 2015, we changed our name to EMS Find, Inc., and in ~~May~~July 2017, we changed our name to Integrated Ventures, Inc. We have licensed our Ems Find platform and related technologies to EpicMD, Inc. via a Licensing Agreement and management has determined to focus our business on developing and operating digital currency assets. Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.

We have discontinued our prior operations and changed our business focus from our prior technologies relating to the EMS Find platform to acquiring, launching, and operating companies in the cryptocurrency sector, mainly in digital currency mining ~~equipment manufacturing,~~ and sales of branded mining ~~rigs, as well as blockchain software development.~~rigs. Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.

~~Financial~~As of December 31, 2023, the Company owned a total of approximately 2,582 miners in one location, Granbury, Texas. All miners previously located in Tioga, Pennsylvania were relocated to Granbury, Texas during the three months ended September 30, 2023.

The Company will continue to (1) raise capital to purchase new mining equipment, (2) sell older and no longer profitable models and (3) expand cryptocurrency mining operations to new locations.

On April 17, 2023, the Board of Directors of the Company approved a 1-for-125 reverse split of the Company’s common shares. The reverse split has ~~purchased in excess of $288,000 of mining rigs~~been given retroactive effect in the ~~fiscal quarter~~financial statements for all periods presented.

Financial

As of December 31, 2023, we operated our cryptocurrency mining operations in one hosted facility in Wolf Hollow, Texas. The hosting and power purchase agreement for this facility requires the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.

Revenues from our cryptocurrency mining operations were $1,728,108 and $370,292 for the three months ended December 31, ~~2017~~2023 and 2022, respectively and $2,787,172 and $925,657 for the number of our installed mining rigs had reached 110 at that date. This number is directly related to the availability of the electric power, which is currently at maximum utilization capacity at both of our locations. On November 22, 2017, we successfully launched our cryptocurrency operations. We finished our second quarter, endingsix months ended December 31, ~~2017, with total revenues of $105,088, consisting of: (1) revenues from mining operations of $59,498 received in digital currencies~~2023 and (2) equipment retail sales of $45,590. These results were achieved in 39 days of crypto currency operations. At December 31, 2017, we owned mined assets (Bitcoin, Ethereum and Litecoin), with market value of $43,786 at that date.2022, respectively.

On December 30, 2017, the Company entered into an Exchange Agreement between the Company and Global Opportunity Group, LLC (“Global”), pursuant to which Global exchanged warrants that it held to purchase an aggregate of 555,170 shares of common stock of the Company for a convertible note in the principal amount of $25,000 (the “Note”) issued by the Company. The Note was due December 18, 2018 and was extinguished on December 31, 2017 pursuant to a Purchase and Escrow Agreement with Global discussed below.

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When funds are available and market conditions allow, we also invest in certain denominations of cryptocurrencies to complement our mining operations. We consider these investments similar to marketable securities where we purchase and hold the cryptocurrencies for sale. We report realized gains and losses on the sales of cryptocurrencies in other income (expense) in the statements of operations. As of December 31, 2023, our digital currencies at cost totaled $788,864 and were comprised of Bitcoin (BTC).

~~On December 31, 2017, the Company~~Historically, we have funded our operations primarily from cash generated from our digital currency mining operations and ~~Global entered into a Purchase and Escrow Agreement whereby the Company sold 55,555,555 common shares of Viva to Global for the following consideration:~~

~~Derivative liabilities of $78,718 related to the~~proceeds from convertible notes payable ~~were also extinguished The Company recognized~~and preferred stock. During the six months ended December 31, 2023, we generated negative cash flow from operations and a ~~realized~~ gain onfrom the sale of ~~investments of $82,162 in the transaction. The accounts receivable of $15,000 was collected in January 2018.~~digital currencies. We did not incur additional debt or issue securities for cash.

On January 19, 2018 the Company closed an equity financing through a Securities Purchase Agreement with St. George Investments LLC for the purchase from the Company, for an aggregate purchase price of $750,000 of: (a) 462,900 shares of restricted Common Stock of the Company; and (b) a three-year common stock purchase warrant to purchase 347,175 shares of common stock of the Company at an exercise price of $2.16 per share. Net proceeds to the Company from the equity financing were $720,000.

~~Collaborative Agreements~~

We have signed a software development agreement with ITBS LLC, a New York-based IT group, to create a new lending platform, LoanFunder, designed to connect private businesses and publicly traded companies with pre-qualified institutional lenders to originate loans, issue convertible debt notes and to manage the entire lifecycle of a lending contract, consisting of initiating, qualifying, underwriting, funding, tracking and retiring financial instruments. LoanFunder would be the the world's first financial platform designed to integrate with decentralized and encrypted lending ledger, which offers a secure, efficient, verifiable and permanent way of storing lending information. Such protocols are the backbone of numerous digital currencies that are being mined by us, including Bitcoin, Ethereum and Litecoin.

We have signed an Authorized Reseller Agreement with Shenzhen Halley Cloud Technology Company, the exclusive manufacturer of PandaMiners. PandaMiner is a GPU integrated altcoin mining device which supports multiple hashing algorithms like ETH and other cryptocurrencies. It is assembled using a high configuration graphics card, customized and highly compatible case and other optimized accessories for the highest mining efficiency. As part of this Agreement, the Company agreed to purchase 50 PandaMiner B3 Pro mining rigs with total purchase price of $213,500.

The Digital Asset Market

The Company is focusing on the mining of digital assets, , as well as blockchain applications (“blockchain”) and related technologies. A blockchain is a shared immutable ledger for recording the history of transactions of digital assets—a business blockchain provides a permissioned network with known identities. A Bitcoin is the most recognized type of a digital asset that is issued by, and transmitted through, an open source, math-based protocol platform using cryptographic security that is known as the “Bitcoin Network.” The Bitcoin Network is an online, peer-to-peer user network that hosts the public transaction ledger, known as the blockchain, and the source code that comprises the basis for the cryptography and math-based protocols governing the Bitcoin Network.

Bitcoins, for example, can be used to pay for goods and services or can be converted to fiat currencies, such as the US Dollar, at rates determined on Bitcoin exchanges or in individual end-user-to-end-user transactions under a barter system. The networks utilized by digital coins are designed to operate without any company or government in charge, governed by a collaboration of volunteer programmers and computers that maintain all the records. These blockchains are typically maintained by a network of participants which run servers while securing their blockchain. Third party service providers such as Bitcoin exchanges and bitcoin third party payment processing services may charge significant fees for processing transactions and for converting, or facilitating the conversion of, bitcoins to or from fiat currency.

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This market is rapidly evolving and there can be no assurances that we will remain competitive with industry participants that have or may have greater resources or experience in in this industry than us, nor that the unproven digital assets that we mine will ever have any significant market value.

~~FINANCIAL OPERATIONS REVIEW~~The Company, like many cryptocurrency mining operators, is currently operating at a non-profitable status following record historic runs in market prices of digital currencies. Market prices of digital currencies have not been high enough to cover the operating costs of mining companies, including significant power costs and high levels of equipment depreciation. The Company is addressing these operational challenges through considering alternative sources of power, further consolidation of facilities, and potential hosting arrangements. There can be no assurance that the Company will be successful in these efforts and attain profitable levels of operations.

Since our inception through December 31, 2017, we have generated approximately $1.1 million in revenues. Revenues to date have been generated substantially from the now discontinued Ambulance services, which we have discontinued to focus on new revenue sources. However, in November 30, 2017 revenues commenced from our crypto-currency mining operations and from sales of crypto-currency mining equipment.Financial Operations Review

We are incurring increased costs ~~as a result~~because of being a ~~publicly-traded~~publicly traded company. As a public company, we incur significant legal, accounting, and other expenses that we did not incur as a private company. We also have paid compensation through the issuance of shares of our common stock, Series B preferred stock and warrants, the valuation of which has resulted in significant stock-based compensation. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies and will require us to comply with these rules. These new rules and regulations have will increase our legal and financial compliance costs and have made some activities more time-consuming and ~~costly.~~costlier. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

Table of Contents

To ~~complete and successfully launch~~operate our ~~planned~~ digital currency mining facilities and to fund future operations, we will need to raise additional capital. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing development efforts, the potential expansion of our current development programs, potential new development programs and related general and administrative support. We anticipate that we will seek to fund our operations through further liquidation of our marketable securities, public or private equity or debt financings or other sources, such as potential collaboration agreements. We cannot be certain that anticipated additional financing will be available to us on favorable terms, or at all.

RESULTS OF OPERATIONS

THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, ~~2017~~2023 COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, ~~2016~~2022

Revenues

~~In November 2017 we commenced operations in our first crypto-currency mining location and reported crypto-currency~~Our cryptocurrency mining revenues ~~of $59,498 for~~increased to $1,728,108 in the three months ended December 31, 2023 from $370,292 in the three months ended December 31, 2022 and increased to $2,787,172 in the six months ended December 31, ~~2017.~~

~~We also had revenues~~2023 from $925,657 in the ~~sale of crypto-currency mining units that we purchased or assembled for resale of $45,590 for the three months and~~ six months ended December 31, ~~2017.~~2022. This increase in revenues is primarily due to the strengthening of cryptocurrency markets and increased miners.

~~We did not have any~~Cost of Revenues

Cost of revenues ~~for~~was $1,917,470 and $678,690 in the three months ended December 31, 2023 and 2022, respectively and $3,490,844 and $1,447,582 in the six months ended December 31, ~~2016.~~

~~Cost of Revenues~~

~~Cost of revenues were $46,818 for the three months~~2023 and ~~six months ended December 31, 2017.~~2022, respectively. Expenses associated with running ~~the crypto-currency~~our cryptocurrency mining operations, such as equipment depreciation ~~rent,~~and amortization, operating supplies, utilities, and ~~monitoring~~consulting services are recorded as cost of revenues. ~~Also included~~The increase in cost of revenues ~~are~~in the ~~costs of purchasing or assembling the crypto-currency mining units sold.~~

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~~Operating Expenses~~

~~General and administrative expenses increased $397,213 to $494,247 for the three months ended December 31, 2017 from $97,034 for the three months ended December 31, 2016. The increase was~~current fiscal year is due primarily ~~due~~ to an increase in ~~stock-based compensation, payroll~~depreciation expense and ~~professional fees. General and administrative expenses decreased $218,226 to $634,124 for the six months ended December 31, 2017~~costs incurred from $852,350 for the six months ended December 31, 2016. The decrease on a year-to-date basis was due primarily from significant stock-based compensation in fiscal year 2016 from warrants to issued to officers and directors, partially offset by increases in payroll and professional fees in the current fiscal year.our hosting facilities.

~~Other Income (Expense)~~Operating Expenses

For the three months ended September 30, 2017, our other income totaled $200,016, comprised of interest and other income of $1,304, realized gain on sale of investments of $85,911, change in fair value of derivative liabilities of $273,032 and gain on extinguishment of debt of $3,259, partially offset by unrealized loss on investments of $64,987, interest expense of $34,738 and loss on settlement of warrants of $63,765. By comparison, our other income totaled $22,074 for the three months ended December 31, 2017, comprised of change in fair value of derivative liability of $376,412, partially offset by interest expense of $120,128 and loss on extinguishment of debt of $234,210.

~~Interest and other income are not currently material~~Our operating expenses increased to ~~our operations.~~

During the three months ended December 31, 2017, we reported total realized gains on sale of investments of $85,911, including $3,776 from sales of digital currencies and $82,162 from the sales of common shares of Viva Entertainment. During the six months ended December 31, 2017, we reported total realized gains on sale of investments of $367,134, including $3,776 from sales of digital currencies and $364,874 from the sales of common shares of Viva Entertainment. We reported no realized gain on sale of marketable securities in the three months or six months ended December 31, 2016.

Pursuant to multiple conversions of convertible promissory notes from Viva Entertainment during May, July and August 2017, the Company converted total principal of $79,652 into a total of 225,805,555 common shares of Viva Entertainment. During the three months ended December 31, 2017, we exchanged 55,555,555 common shares of Viva Entertainment for convertible notes principal of $37,074, accrued interest payable of $1,370 and accounts receivable of $15,000, and reduced related derivative liabilities by $78,718. We also incurred investment related fees of $30$324,240 in the three months ended December 31, ~~2017. As a result we reported a realized gain on sale of investments of $85,911~~2023 from $302,251 in the three months ended December 31, ~~2017.~~

~~For the six months ended December 31, 2017, in addition~~2022. Our operating expenses increased to the realized gain on investments of $85,911 reported in the three months ended December 31, 2017, we sold a total of 170,250,000 shares of Viva Entertainment stock, receiving net proceeds of $551,800 and recorded a realized gain on sale of marketable securities of $281,223. As a result we reported a realized gain on sale of investments of $367,134$8,801,622 in the six months ended December 31, ~~2017.~~

~~As of September 30, 2017, the Company recorded an unrealized gain on investment of $61,111 related to shares of Viva Entertainment stock. That unrealized gain was reversed~~2023 from $742,239 in the three months ended December 31, 2017 when the remaining shares of Viva Entertainment were exchanged. Unrealized loss on digital currencies as of December 31, 2017 was $3,876. As a result, we reported unrealized loss on investments of $64,987 for the three months ended December 31, 2017 and $3,876 for the six months ended December 31, ~~2017.~~2022. The increase resulted primarily from increased non-cash stock-based compensation expense. We reported ~~no unrealized gain or loss on investments~~non-cash, related party stock-based compensation of $145,000 and $352,500 in the three ~~months~~ and six months ended December 31, ~~2016.~~2022, respectively compared to $8,300,000 and $0 in the three and six months ended December 31, 2023, respectively.

~~The decrease in our~~Other Income (Expense)

Our other income (expense) was comprised of the following for the three and six months ended December 31:

	Three Months Ended December 31						Six Months Ended December 31
	2023			2022			2023			2022

Interest expense	$	(23,884	)	$	(109,049	)	$	(46,914	)	$	(217,901	)
Realized gain (loss) on sale of digital currencies		183,146			(43,899	)		162,691			(67,914	)

Total other income (expense)	$	159,262		$	(152,948	)	$	115,777		$	(285,815	)

Our interest expense ~~which~~ includes the amortization of debt discount and original issue discount ~~resulted from the decrease in~~for our convertible notes ~~payable during the current fiscal year.~~

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We estimate the fair value of the derivatives associated with our convertible notes payable and warrants using the Black-Scholes pricing model and multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable.payable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changesamounts vary from period to period depending on the timing of new borrowings and ~~to management’s judgment; therefore,~~ the ~~estimated fair value~~conversion of the ~~derivative liabilities will fluctuate from period~~debt to ~~period, and~~common stock by the ~~fluctuation may be material.~~lenders. During the prior six months ended, we had one note payable outstanding for $500,000 which we had recorded $105,929 of interest for debt discount. During the current six months ended we had the same note payable outstanding with a fully amortized debt discount, thus resulting in a decrease in interest expense compared to the prior period.

The increase in loss on extinguishment of debt in the current fiscal year resulted from multiple conversions of convertible notes payable into shares of our common stock where the conversion price was substantially lower than the current market price of the common shares issued in the conversions.

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~~Net Loss~~

~~As a result,~~In addition to the currencies received as compensation for our ~~net loss for the three months ended December 31, 2017 increased to $235,961 from $74,960 for the three months ended December 31, 2016. Our net loss for~~mining services, we purchased various digital currencies totaling $237,195 and $198,313 during the six months ended December 31, ~~2017 increased~~2023 and 2022, respectively. We also converted currencies from one denomination to ~~$462,557~~another based on our assessment of market conditions for each respective currency. The market values of individual currency denominations continually fluctuate, and the fluctuations may be material from ~~$261,437 for the six months ended December 31, 2016~~

~~LIQUIDITY AND CAPITAL RESOURCES~~

~~Overview~~

~~As of December 31, 2017, our current liabilities exceeded our current assets by $13,109. As of December 31, 2017, the Company had $121,061 in cash, not sufficient~~day to fund our operations for the next twelve months. However, we have converted two notes receivable from Viva Entertainment into shares of Viva Entertainment common stock and have sold a significant portion of the shares into the market to raise capital for our operations.day. During the six months ended December 31, ~~2017,~~2023 and 2022, we received ~~net~~total proceeds of $2,403,748 and $1,021,232, respectively, from the sale of ~~investments~~digital currencies and incurred transactions fees totaling $39,354 and $9,569, respectively, which are recorded in General and administrative expenses in our Statement of $579,460, which we have used to fund our operations and to purchase property and equipment for our crypto-currencies mining operations. During the six months ended December 31, 2017 we also received proceeds of $160,000 from subscriptions to purchase shares of our Series B Preferred Stock. Subsequent to December 31, 2017, we received net proceeds of $720,000 from theOperations. We realized a gain (loss) on sale of ~~our common shares~~digital currencies of $162,691 and ~~warrants.~~

We have also improved our liquidity through the reduction in our convertible debt. As of December 31, 2017, we had convertible notes payable before debt discount totaling $22,059 compared to $88,776 as of June 30, 2017. Through conversions of convertible notes payable subsequent to December 31, 2017, the remaining principal balance of the convertible notes payable was extinguished.

~~Sources and Uses of Cash~~

~~We used net cash in operations of $263,727~~$(67,914) in the six months ended December 31, ~~2017 as a result of our net loss of $462,557, non-cash gains totaling $568,331, increases in digital currencies of $61,892, inventories of $17,730~~2023 and accrued interest receivable of $98, and decreases in accounts payable of $827, accrued expenses of $1,786 and due to related party of $19,223, partially offset by non-cash expenses totaling $863,717 and a decrease in prepaid expenses and other current assets of $5,000.

By comparison, we used net cash in operations of $157,708 in the six months ended December 31, 2016 as a result of our net loss of $261,437, non-cash gain of $1,157,729 and decreases in due to related party of $10,980 and checks written in excess of cash balances of $11,695, partially offset by non-cash expenses totaling $1,253,946 and increases in accounts payable of $27,293 and accrued expenses of $2,894.2022, respectively.

During the six months ended December 31, ~~2017,~~2023 and 2022, we ~~had~~disposed of and write off non-serviceable, defective mining equipment with a net ~~cash provided by investing activities~~book value of ~~$209,097, comprised~~$121,670 and $46,715, respectively.

Net Loss

As a result, we reported net losses of $354,340 and $763,597 in the three months ended December 31, 2023 and 2022, respectively and net ~~proceeds from the sale~~losses of ~~investments of $579,460, partially offset by purchase of investments of $9,651, increase~~$9,389,517 and $1,549,979 in ~~notes receivable of $49,880 and purchase of property and equipment of $310,832. During~~ the six months ended December 31, ~~2017,~~2023 and 2022, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of December 31, 2023, we had ~~no net~~total current assets of $31,667, including cash ~~used in or provided by investing activities.~~of $27,452 and prepaid expenses and other current assets of $4,215 and total current liabilities of $3,026,042. We had total stockholders’ deficit of $1,705,694 as of December 31, 2023 compared to a stockholders’ deficit of $509,883 as of June 30, 2023.

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Sources and Uses of Cash

During the six months ended December 31, ~~2017,~~2023, we ~~had~~used cash in operations of $2,296,829 as a result of our net ~~cash provided by financing activities~~loss of ~~$160,000, comprised of proceeds from~~$9,389,517, non-cash gain on sale of ~~preferred stock~~digital currencies of ~~$125,000~~$123,297, non-cash stock-based compensation-related party $8,300,000, other non-cash expenses of $1,600,954, increases in digital currencies of $2,753,408, accrued expenses of $46,000, and ~~proceeds from stock subscriptions~~amounts due to related party of $104,083 and decreases in prepaid expenses of $2,950 and accounts payable of ~~$35,000. We had net cash provided by financing activities of $184,257 for~~$45,200.

During the six months ended December 31, ~~2016,~~2022, we used cash in operations of $1,193,794 as a result of our net loss of $1,549,979, increases in digital currencies of $935,221, prepaid expenses of $3,810, and deposits of $500,000 partially offset by non-cash losses on sale of digital currencies of $67,914, other non-cash expenses of $1,327,249 and increases in accounts payable of $74,640, accrued expenses of $111,776, and amounts due to related party of $213,637.

During the six months ended December 31, 2023, we provided net cash in investing activities of $2,164,813, comprised of net proceeds from ~~convertible notes payable.~~the sale of digital currencies of $2,403,748, offset by purchase of digital currencies of $237,195 and purchase of mining equipment of $1,740.

During the six months ended December 31, 2022, we provided net cash in investing activities of $790,405, comprised of net proceeds from the sale of digital currencies of $1,021,232, offset by the increase in equipment deposits of $32,514 and the purchase of digital currencies of $198,313. We transferred mining equipment with a total cost of $2,387,681 from equipment deposits to property and equipment during the six months ended December 31, 2022.

During the six months ended December 31, 2023, we used net cash in financing activities of $98,530, comprised of the repayment of the related party short term advance of $48,530 and the repayment of a note payable of $50,000.

During the six months ended December 31, 2022, we had no net cash provided by or used in financing activities.

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We will have to raise funds to ~~complete and~~ successfully ~~deploy~~operate our digital currency mining ~~facilities~~operations, purchase equipment and expand our operations to ~~fund our operating expenses.~~multiple facilities. We ~~may~~will have to borrow money from shareholders or issue debt or equity or enter ~~into~~ a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Going Concern

The Company has reported recurring net losses ~~had a working capital deficiency as~~since its inception. As of December 31, ~~2017~~2023, the Company had an accumulated deficit of ~~$13,109, and used net cash in operations of $263,727 in the six months ended December 31, 2017.~~$82,906,978. These conditions raise substantial doubt about the ~~Company's~~Company’s ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent on the execution of ~~management's~~management’s plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to ~~our condensed~~the accompanying financial ~~statements and in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017.~~statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

Digital Currencies

Digital currencies consist mainly of Bitcoin, generally received for the Company’s own account as compensation for cryptocurrency mining services, and other digital currencies purchased for short-term investment and trading purposes. Given that there is limited precedent regarding the classification and measurement of cryptocurrencies under current Generally Accepted Accounting Principles (“GAAP”), the Company has determined to account for ~~Derivatives~~these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Codification (“ASC”) No. 350, Intangibles – Goodwill and Other, for the period covered by this report and in future reports unless and until further guidance is issued by the Financial Accounting Standards Board (“FASB”). An intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired. Impairment exists when the carrying amount exceeds its fair value. In testing for impairment, the Company has the option to first perform a qualitative assessment to determine whether it is more likely than not than an impairment exists. If it is determined that it is more likely than not that an impairment exists, a quantitative impairment test is not necessary. If the Company concludes otherwise, it is required to perform a quantitative impairment test. To the extent an impairment loss is recognized, the loss establishes the new cost basis of the asset. Subsequent reversal of impairment losses is not permitted. Realized gains or losses on the sale of digital currencies are included in other income (expense) in the statements of operations.

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Property and Equipment

Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction verification servers), is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over a three-year period due to technological obsolescence reflecting rapid development of hardware that has faster processing capacity and other factors. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of property and equipment are recorded upon disposal.

During the six months ended December 31, 2023, the Company discontinued the use of damaged or non-serviceable mining equipment and wrote off its net book value of $121,670 to loss on disposition of property and equipment.

Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.

Impairment of Long-Lived Assets

Mezzanine

Stock-Based Compensation

The Company ~~evaluates its convertible debt,~~accounts for all equity-based payments in accordance with ASC Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity-based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or ~~other contracts~~multinomial lattice models.

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The Company accounts for non-employee share-based awards based upon ASC 505-50, Equity-Based Payments to ~~determine if those contracts or embedded components~~Non-Employees. ASC 505-50 requires the costs of ~~those contracts qualify as derivatives~~goods and services received in exchange for an award of equity instruments to be ~~separately accounted for. The result of this accounting treatment is that under certain circumstances~~recognized using the fair value of the ~~derivative is marked-to-market each balance sheet date~~goods and ~~recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income~~services or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under this accounting standard are reclassified to liability at the fair value of the ~~instrument~~equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the ~~reclassification date.~~

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Wemeasurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the derivatives associated with our convertible notes payable and warrants using the Black-Scholes pricing model and multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projectionsaward as of the ~~various potential outcomes. We estimate~~end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

Revenue Recognition

Our revenues currently consist of cryptocurrency mining revenues recognized in accordance with ASC 606 as discussed above. Amounts collected from customers prior to shipment of products are recorded as deferred revenue.

The Company earns its cryptocurrency mining revenues by providing transaction verification services within the digital currency networks of cryptocurrencies, such as Bitcoin. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. In consideration for these services, the Company receives digital currencies, net of applicable network fees, which are recorded as revenue using the closing U.S. dollar price of the ~~derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at~~related cryptocurrency on the date of ~~conversions~~receipt. Expenses associated with running the cryptocurrency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues.

There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to ~~equity~~a blockchain and ~~at each reporting date, recording~~the award of a ~~derivative liability, debt discount, additional paid-in capital and~~unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a ~~gain or loss on~~ change in ~~derivative liabilities as applicable. These estimates are based on multiple inputs, including~~ the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.Company’s financial statements.

~~Fair Value of Financial Instruments~~OFF BALANCE SHEET ARRANGEMENTS

~~Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value.~~ Operating Leases

As of December 31, ~~2017~~2023, the Company had no obligation for future lease payments under non-cancelable operating leases. However, the Company has entered into several agreements described below related to its crypto currency mining operations pursuant to which the Company’s sole obligation is to pay monthly a contractual rate per kilowatt hour of electricity consumed.

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Power Purchase and Hosting Agreement

On March 8, 2021, the Company and Compute North LLC (“Compute North”) entered into a Master Agreement for the colocation and management of the Company’s cryptocurrency mining operations. This agreement required an initial deposit of $78,147 which is recorded as a Deposit on the Balance Sheets. The Company submits Order Forms to Compute North to determine the location of the hosted facilities, the number of cryptocurrency miners, the term of the services provided and the contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The Company’s ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.

On June ~~30, 2017,~~3, 2022, the ~~amounts reported~~Company and Compute North entered into a second Master Agreement for ~~cash, accounts receivable~~the colocation and ~~prepaid expenses~~management of the Company’s cryptocurrency mining operations. The Company executed Order Forms to Compute North to determine the number of cryptocurrency miners, the term of the services provided and ~~other current assets, accounts payable, accrued expenses, note payable~~the contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. This agreement required an initial deposit of $500,000 which is recorded as a Deposit on the Balance Sheets. The Company’s ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.

Tioga Property Lease and Power Purchase Agreement

On December 15, 2021, the Company and Tioga Holding, LLC, a related party, entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania. The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement is 36 months. The 36 months lease and mining operations were terminated in September 2023 due to ~~related party approximate fair value because of their short maturities.~~significant increase in power cost by local utility. All mining equipment has been relocated to Granbury, Texas.

·
~~Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~
·
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
·
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

~~Our digital currencies~~In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and ~~marketable securities~~Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are ~~measured~~intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value oneach reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued (or made available for issuance). If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period. ASU No. 2023-08 requires a ~~recurring basis and estimated~~cumulative-effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as ~~follows:~~

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of the beginning of the annual reporting period in which an entity adopts the amendments.

~~Our derivative liabilities are measured at fair value~~There were no other new accounting pronouncements issued or proposed by the FASB during the six months ended December 31, 2023 and through the date of filing this report which the Company believes will have a material impact on ~~a recurring basis and estimated as follows:~~

~~Off Balance Sheet Arrangements~~its financial statements.

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET ~~RISK.~~RISK

As a smaller reporting company, as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

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ITEM 4. CONTROLS AND ~~PROCEDURES~~PROCEDURES.

Evaluation of Disclosure Controls and Procedures

~~The Securities~~We carried out an evaluation, under the supervision and ~~Exchange Commission defines~~with the ~~term "disclosure~~participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and ~~procedures" to mean a company's~~procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and ~~other~~ procedures ~~of an issuer that are designed~~were not effective to ensure that information required to be disclosed in ~~the~~ reports ~~that it files or submits~~filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods ~~specified in the Securities~~ and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to ~~the issuer's~~our management, including ~~its chief~~our principal executive officer and ~~chief~~principal financial ~~officers, or persons performing similar functions,~~officer, as appropriate to allow timely decisions regarding required disclosure. ~~The Company maintains such~~

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this quarterly report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all ~~information which it~~material respects our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is ~~required to disclose~~responsible for establishing and maintaining adequate internal control over financial reporting as defined in ~~the reports it files~~Rule 13a-15(f) under the Securities Exchange Act, of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC's rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

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~~As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of~~as amended. Our management assessed the effectiveness of ~~the design and operation of~~ our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are not effectiveinternal control over financial reporting as of March 31, 2023. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such ~~date. The Chief Executive Officer and Chief Financial Officer~~that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have ~~determined that the Company continues to have~~identified the following ~~deficiencies which represent a~~ material ~~weakness:~~weaknesses:

	1.	~~The Company intends to appoint additional~~As of December 31, 2023, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent ~~directors;~~members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

	2.	~~Lack~~As of ~~in-house personnel with~~December 31, 2023, due to the ~~technical knowledge~~inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to ~~identify~~lessen the issue of segregation of duties over accounting, financial close procedures and ~~address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions,~~controls over financial statement disclosure. Accordingly, management has ~~and will continue to seek guidance from third-party experts and/or consultants to gain~~determined that this control deficiency constitutes a ~~thorough understanding of these transactions;~~material weakness.

	3.	~~Insufficient personnel resources within~~As of December 31, 2023, we did not establish a written policy for the ~~accounting function to segregate the duties over financial transaction processing~~approval, identification and ~~reporting;~~authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.
	4.	~~Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.~~

~~To remediate our~~Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control ~~weaknesses, management intends to implement~~over financial reporting as of December 31, 2023, based on the ~~following measures:~~

	·	~~The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.~~
	·	~~The Company will add sufficient accounting personnel or outside consultants to properly segregate duties and to effect a timely, accurate preparation of the financial statements.~~
	·	~~The Company will hire staff or outside consultants technically proficient at applying U.S. GAAP to financial transactions and reporting.~~
	·	~~Upon the hiring of additional accounting personnel or outside consultants, the Company will develop and maintain adequate written accounting policies and procedures.~~

~~The additional hiring is contingent upon~~criteria established in “Internal Control-Integrated Framework” issued by the Company's efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.COSO.

Changes in Internal Control Over Financial Reporting

~~Except as set forth above, there was~~There have been no ~~change to our~~changes in the Company’s internal ~~controls~~control over financial reporting through the date of this report or ~~in other factors that could affect these controls~~ during the ~~three month period~~quarter ended December 31, ~~2017~~2023, that ~~has~~ materially affected, or isare reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

Corrective Action

Management plans to address the structure of the Board of Directors and discuss adding an audit committee during fiscal year 2023.

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PART II

~~PART II – OTHER INFORMATION~~

ITEM 1. LEGAL ~~PROCEEDINGS.~~PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations, except as set forth below. There ~~are~~is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending ~~legal proceedings in which we are a party~~ or, ~~in which any~~to the knowledge of the executive officers of our company, threatened against or affecting our company, our common stock, or our company’s directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to ~~us, except as stated below.~~us.

ITEM 1A. RISK FACTORS

Risks Related to Our ~~property~~Business

Because we are an early-stage company with minimal revenue and a history of losses and we expect to continue to incur substantial losses for the foreseeable future, we cannot assure you that we can or will be able to operate profitably.

We have incurred losses since our organization, and are subject to the risks common to start-up, pre-revenue enterprises, including, among other factors, undercapitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. We cannot assure you that we will be able to operate profitably or generate positive cash flow. If we cannot achieve profitability, we may be forced to cease operations and you may suffer a total loss of your investment.

An investment in the company must be considered speculative since our operations are dependent on the market value of Bitcoin.

Our operations are dependent on the continued viable market performance of cryptocurrencies that we market and, in particular, the market value of Bitcoin. The decision to pursue blockchain and digital currency businesses exposes the Company to risks associated with a new and untested strategic direction. Under the current accounting rules, cryptocurrency is not cash, currency or a financial asset, but an indefinite-lived intangible asset; declines in the market price of cryptocurrencies would be included in earnings, whereas increases in value beyond the original cost or recoveries of previous declines in value would not be captured. The prices of digital currencies have varied wildly in recent periods and reflects “bubble” type volatility, meaning that high prices may have little or no merit, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation and media reporting.

Natural disasters and geo-political events could adversely affect our business.

Natural disasters, including hurricanes, cyclones, typhoons, tropical storms, floods, earthquakes and tsunamis, weather conditions, including winter storms, droughts and tornados, whether as a result of climate change or otherwise, and geo-political events, including civil unrest or terrorist attacks, that affect us, or other service providers could adversely affect our business. Specifically, if the weather conditions in Tioga, Pennsylvania, Kearney, Nebraska or Wolf Hollow, TX, become too hot, or too humid, we may be required to install additional AC units to cool the cryptocurrency mining equipment which will greatly affect our profit margins. In addition, too much humidity in the air may damage our equipment or require us to install expensive dehumidifiers further lowering our profit margins.

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Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights.

We may seek additional capital through a combination of private and public equity offerings, debt financings collaborations and strategic and licensing arrangements. To the extent that we raise additional capital through the sale of common stock or securities convertible or exchangeable into common stock, current stockholders’ ownership interest in the Company will be diluted. In addition, the terms may include liquidation or other preferences that materially adversely affect their rights as a stockholder. Debt financing, if available, would increase our fixed payment obligations and may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration, strategic alliance and licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, our intellectual property, future revenue streams or grant licenses on terms that are not favorable to us.

We are increasingly dependent on information technology systems and infrastructure (cyber security).

Our operations are potentially vulnerable to breakdown or other interruption by fire, power loss, system malfunction, unauthorized access and other events such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software. Likewise, data privacy breaches by employees and others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. It is critical that our systems provide a continued and uninterrupted performance for our business to generate revenues. There can be no assurance that our efforts will prevent significant breakdowns, breaches in our systems or other cyber incidents that could have a material adverse effect upon our business, operations or financial condition of the Company.

If we are unable to attract, train and retain technical and financial personnel, our business may be materially and adversely affected.

Our future success depends, to a significant extent, on our ability to attract, train and retain key management, technical, regulatory and financial personnel. Recruiting and retaining capable personnel with experience in pharmaceutical products is vital to our success. There is substantial competition for qualified personnel, and competition is likely to increase. We cannot assure you we will be able to attract or retain the technical and financial personnel we require. If we are unable to attract and retain qualified employees, our business may be materially and adversely affected.

We depend heavily on our chief executive officer, and his departure could harm our business.

The expertise and efforts of Steve Rubakh, our Chief Executive Officer, are critical to the success of our business. The loss of Mr. Rubakh’s services could significantly undermine our management expertise and our ability to operate our Company.

Our auditors’ report includes a going concern paragraph.

Our financial statements include a going-concern qualification from our auditors, which expresses doubt about our ability to continue as a going concern. We have operated at a loss since inception. Our ability to operate profitably is dependent upon, among other things, obtaining additional financing for our operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying financial statements do not include any ~~pending~~adjustments that take into consideration the uncertainty of our ability to continue operations.

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Risks Relating Generally to Our Operations and Technology

Currently, there is relatively limited use of Bitcoin in the retail and commercial marketplace in comparison to relatively large use by speculators, thus contributing to price volatility that could adversely affect our results of operations.

Bitcoin has only recently become accepted as a means of payment for goods and services by certain major retail and commercial outlets and use of Bitcoin by consumers to pay such retail and commercial outlets remains limited. Conversely, a significant portion of Bitcoin demand is generated by speculators and investors seeking to profit from the short- or long-term holding of Bitcoin. Many industry commentators believe that Bitcoin’s best use case is as a store of wealth, rather than as a currency for transactions, and that other cryptocurrencies having better scalability and faster settlement times will better serve as currency. This could limit Bitcoin’s acceptance as transactional currency. A lack of expansion by Bitcoin into retail and commercial markets, or a contraction of such use, may result in increased volatility or a reduction in the Bitcoin Index Price, either of which could adversely affect our results of operations.

We are reliant on pools of users or miners that are the sole outlet for sales of cryptocurrencies that we mine.

We do not have the ability to sell our cryptocurrency production directly on the exchanges or markets that are currently where cryptocurrencies are purchased and traded. Pools are operated to pool the production on a daily of companies mining cryptocurrencies, and these pools are our sole means of selling our production of cryptocurrencies. Absent access to such pools, we would be forced to seek a different method of access to the cryptocurrency markets. There is no assurance that we could arrange any alternate access to dispose of our mining production.

We may not be able to respond quickly enough to changes in technology and technological risks, and to develop our intellectual property into commercially viable products.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our planned products obsolete or less attractive. Our mining equipment may become obsolete, and our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. We cannot provide assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete.

The SEC is continuing its probes into public companies that appear to incorporate and seek to capitalize on blockchain technology, and may increase those efforts with novel regulatory regimes and determine to issue additional regulations applicable to the conduct of our business or broadening disclosures in our filings under the Securities Exchange Act of 1934.

As the SEC stated previously, it is continuing to scrutinize and commence enforcement actions against companies, advisors and investors involved in the offering of cryptocurrencies and related activities. At least one Federal Court has held that cryptocurrencies are “securities” for certain purposes under the Federal Securities Laws.

According to a report published by Lex Machina, securities litigation in general and those that are related to blockchain, cryptocurrency or bitcoin specifically, showed a marked increase during the first two quarters of 2018 as compared to 2017. The total number of securities cases that referenced “blockchain,” “cryptocurrency” or “bitcoin” in the pleadings tripled in the first half of 2018 alone compared to 2017. On the same day, the SEC announced its first charge against unregistered broker-dealers for selling digital tokens after the SEC issued The DAO Report in 2017. The SEC charged TokenLot LLC (TokenLot), a self-described “ICO Superstore”, and its owners, Lenny Kugel and Eli L. Lewitt, with failing to register as broker-dealers. On November 16, 2018 the SEC settled with two cryptocurrency startups, and reportedly has more than 100 investigations into cryptocurrency related ventures, according to a codirector of the SEC’s enforcement. As the regulatory and legal ~~proceedings.~~environment evolves, the Company may in its mining activities become subject to new laws, and further regulation by the SEC and other federal and state agencies.

On ~~October 14, 2016,~~February 11, 2020, the ~~Supreme Court~~SEC filed charges against an Ohio-based businessman who allegedly orchestrated a digital asset scheme that defrauded approximately 150 investors, including many physicians. The agency alleges that Michael W. Ackerman, along with two business partners, raised at least $33 million by claiming to investors that he had developed a proprietary algorithm that allowed him to generate extraordinary profits while trading in cryptocurrencies. The SEC’s complaint alleges that Ackerman misled investors about the performance of his digital currency trading, his use of investor funds, and the safety of investor funds in the Q3 trading account. The complaint further alleges that Ackerman doctored computer screenshots taken of Q3’s trading account to create. In reality, as alleged, at no time did Q3’s trading account hold more than $6 million and Ackerman was personally enriching himself by using $7.5 million of investor funds to purchase and renovate a house, purchase high end jewelry, multiple cars, and pay for personal security services.

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On March 16, 2020, the SEC obtained an asset freeze and other emergency relief to halt an ongoing securities fraud perpetrated by a former state senator and two others who bilked investors in and outside the U.S. and obtained an asset freeze and other emergency relief to halt an ongoing securities fraud perpetrated by a former state senator and two others who bilked investors in and outside the U.S. The SEC’s complaint alleges that Florida residents Robert Dunlap and Nicole Bowdler worked with former Washington state senator David Schmidt to market and sell a purported digital asset called the “Meta 1 Coin” in an unregistered securities offering, conducted through the Meta 1 Coin Trust. The complaint alleges that the defendants made numerous false and misleading statements to potential and actual investors, including claims that the Meta 1 Coin was backed by a $1 billion art collection or $2 billion of gold, and that an accounting firm was auditing the gold assets. The defendants also allegedly told investors that the Meta 1 Coin was risk-free, would never lose value and could return up to 224,923%. According to the complaint, the defendants never distributed the Meta 1 Coins and instead used investor funds to pay personal expenses and for other personal purposes. The SEC continues to actively prosecute cases involving digital assets, digital securities, cryptocurrencies or other operations involving blockchain technology.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that provide digital currency-related services or that accept digital currencies as payment, including financial institutions of investors in our securities.

A number of companies that provide bitcoin and/or other digital currency-related services have been unable to find banks or financial institutions that are willing to provide them with bank accounts and other services. Similarly, a number of companies and individuals or businesses associated with digital currencies may have had and may continue to have their existing bank accounts closed or services discontinued with financial institutions in response to government action, particularly in China, where regulatory response to digital currencies has been particularly harsh. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin and/or derivatives on other digital currency-related services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of digital currencies as a payment system and harming public perception of digital currencies, and could decrease their usefulness and harm their public perception in the future.

It may be illegal now, or in the future, to acquire, own, hold, sell or use Bitcoin, Ethereum, or other cryptocurrencies, participate in the blockchain or utilize similar digital assets in one or more countries, the ruling of which could adversely affect the company.

Although currently Bitcoin, Ethereum, and other cryptocurrencies, the Blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States, one or more countries such as China and Russia may take regulatory actions in the future that could severely restrict the right to acquire, own, hold, sell or use these digital assets or to exchange for fiat currency. Such restrictions may adversely affect the Company. Such circumstances could have a material adverse effect on the ability of the ~~State~~Company to continue as a going concern or to pursue this segment at all, which could have a material adverse effect on the business, prospects or operations of ~~New York County~~the Company and potentially the value of ~~Kings,~~any cryptocurrencies the Company holds or expects to acquire for its own account and harm investors.

If regulatory changes or interpretations require the regulation of Bitcoin or other digital assets under the securities laws of the United States or elsewhere, including the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940 or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (the “CFTC”), the Internal Revenue Service (“IRS”), Department of Treasury or other agencies or authorities, the Company may be required to register and comply with such regulations, including at a state or local level. To the extent that the Company decides to continue operations, the required registrations and regulatory compliance steps may result in ~~regards~~extraordinary expense or burdens to ~~LG Capital Funding,~~the Company. The Company may also decide to cease certain operations. Any disruption of the Company’s operations in response to the changed regulatory circumstances may be at a time that is disadvantageous to the Company.

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Our digital currencies may be subject to loss, theft or restriction on access.

There is a risk that some or all of our digital currencies could be lost or stolen. Digital currencies are stored in digital currency sites commonly referred to as “wallets” by holders of digital currencies which may be accessed to exchange a holder’s digital currency assets. Hackers or malicious actors may launch attacks to steal, compromise or secure digital currencies, such as by attacking the digital currency network source code, exchange miners, third-party platforms, cold and hot storage locations or software, or by other means. We may be in control and possession of one of the more substantial holdings of digital currency. As we increase in size, we may become a more appealing target of hackers, malware, cyber-attacks or other security threats. Any of these events may adversely affect our operations and, consequently, our investments and profitability. The loss or destruction of a private key required to access our digital wallets may be irreversible and we may be denied access for all time to our digital currency holdings or the holdings of others held in those compromised wallets. Our loss of access to our private keys or our experience of a data loss relating to our digital wallets could adversely affect our investments and assets.

Incorrect or fraudulent digital currency transactions may be irreversible.

Once a transaction has been verified and recorded in a block that is added to a blockchain, an incorrect transfer of a digital currency or a theft thereof generally will not be reversible and we may not have sufficient recourse to recover our losses from any such transfer or theft. It is possible that, through computer or human error, or through theft or criminal action, our digital currency rewards could be transferred in incorrect amounts or to unauthorized third parties, or to uncontrolled accounts. Further, at this time, there is no specifically enumerated U.S. or foreign governmental, regulatory, investigative or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen digital currency. To the extent that we are unable to recover our losses from such action, error or theft, such events could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations of and potentially the value of any bitcoin or other digital currencies we mine or otherwise acquire or hold for our own account.

We are subject to risks associated with our need for significant electrical power, therefore, government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours.

The operation of a bitcoin or other digital currency mine can require massive amounts of electrical power. We are reliant on Tioga Holding, LLC ~~v. EMS Find, Inc., issued~~and Compute North, LLC for the power supply for our mining operations. Our mining operations can only be successful and ultimately profitable if the costs, including electrical power costs, associated with mining a ~~judgment against EMS Find, Inc.~~bitcoin are lower than the price of a bitcoin. As a result, any mine we establish can only be successful if we can obtain sufficient electrical power for that mine on a cost-effective basis with a reliable supplier, and our establishment of new mines requires us to find locations where that is the case. There may be significant competition for suitable mine locations, and government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations in ~~favor~~times of ~~LG Capital Funding, LLC,~~electricity shortage, or may otherwise potentially restrict or prohibit the provision or electricity to mining operations. If we are unable to receive adequate power supply and are forced to reduce our operations due to the availability or cost of electrical power, our business would experience materially negative impacts.

We have increased our investments in cryptocurrencies, the market value of which may be subject to significant fluctuations.

When funds are available and market conditions allow, our current strategy is to invest in certain denominations of cryptocurrencies to complement our mining operations. We consider these investments similar to marketable securities where we purchase and hold cryptocurrencies for sale. We report realized gains and losses on the sales of cryptocurrencies and mark our portfolio of cryptocurrencies to market at the end of each quarterly reporting period, reporting unrealized gains or losses on the investments. The market value of these investments may fluctuate materially, and we may be subject to investment losses on the change in market value.

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Risks Related to the Coronavirus Pandemic

The future impact of the COVID-19 pandemic on companies is evolving and we are currently unable to assess with certainty the broad effects of COVID-19 on our business.

The future impact of the COVID-19 pandemic on companies is evolving and we are currently unable to assess with certainty the broad effects of COVID-19 on our business, particularly on the digital currency markets. As of December 31, 2023 and September 30, 2023, our investment in property and equipment of $4,046,670 and $5,299,834, respectively, could be subject to impairment or change in valuation due to COVID-19 if our cryptocurrency mining revenues significantly decrease or we are not able to raise capital sufficient to fund our operations. In addition, any travel restrictions and social distancing requirements may make it difficult for our management to access and oversee our operations in Pennsylvania, Nebraska and Texas.

The COVID-19 pandemic continues to have a material negative impact on capital markets, including the market prices of digital currencies. While we continue to incur operating losses, we are currently dependent on debt or equity financing to fund our operations and execute our business plan, including ongoing requirements to replace old and nonprofitable mining machines. We believe that the impact on capital markets of COVID-19 may make it more costly and more difficult for us to access these sources of funding.

Our business can potentially be impacted by the effects of the COVID-19 as follows: (1) effect our financial condition, operating results and reduce cash flows; (2) cause disruption to the activities of equipment suppliers; (3) negatively effect the Company’s mining activities due to imposition of related public health measures and travel and business restrictions; (4) create disruptions to our core operations in Pennsylvania, Nebraska and Texas due to quarantines and self-isolations; (5) restrict the Company’s ability and that of its employees to access facilities and perform equipment maintenance, repairs, and programming which will lead to inability to monitor and service miners, resulting in reduced ability to mine cryptocurrencies due to miners being offline.

In addition, our partners such as manufacturers, suppliers and sub-contractors will be disrupted by absenteeism, quarantines and travel restrictions resulting in their employees’ ability to work. The Company’s supply chain, shipments of parts and purchases of new products may be negatively affected. Such disruptions could have a material adverse effect on our operations.

The COVID-19 pandemic is an emerging serious threat to health and economic wellbeing affecting our employees, investors and our sources of supply.

The sweeping nature of the novel COVID-19 pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the ~~amount~~long run. However, the likely overall economic impact of ~~$135,202, which includes principal and interest (calculated~~the pandemic is viewed as ~~of September 29, 2016), in regards~~highly negative to the ~~convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank.~~general economy.

Risks Related to Our Securities

Our lack of internal controls over financial reporting may affect the market for and price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act, we are required to file a report by our management on our internal control over financial reporting. Our disclosure controls and our internal controls over financial reporting are not effective. We do not have the financial resources or personnel to develop or implement systems that would provide us with the necessary information on a timely basis so as to be able to implement financial controls. The absence of internal controls over financial reporting may inhibit investors from purchasing our stock and may make it more difficult for us to raise capital or borrow money. Implementing any appropriate changes to our internal controls may require specific compliance training of our directors and employees, entail substantial costs in order to modify our existing accounting systems, take a significant period of time to complete and divert management’s attention from other business concerns. These changes may not, however, be effective in developing or maintaining internal control.

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Our common stock is deemed to be “penny stock,” which may make it more difficult for investors to sell their shares due to disclosure and suitability requirements.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:

	·	With a price of less than $5.00 per share;

	·	That are not traded on a “recognized” national exchange;

	·	Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or

	·	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million.

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (referred to as FINRA) has adopted rules requiring that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative or low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA has indicated its belief that there is a high probability that speculative or low-priced securities will not be suitable for at least some customers. If these FINRA requirements are applicable to us or our securities, they may make it more difficult for broker-dealers to recommend that at least some of their customers buy our common stock, which may limit the ability of our stockholders to buy and sell our common stock and could have an adverse effect on the market for and price of our common stock.

The market price for our common stock may be volatile and your investment in our common stock could suffer a decline in value.

The trading volume in our stock is low, which may result in volatility in our stock price. As a result, any reported prices may not reflect the price at which you would be able to sell shares of common stock if you want to sell any shares you own or buy if you wish to buy shares. Further, stocks with a low trading volume may be more subject to manipulation than a stock that has a significant public float and is actively traded. The price of our stock may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to, the following, in addition to the risks described above and general market and economic conditions:

	·	the market’s reaction to our financial condition and its perception of our ability to raise necessary funding or enter into a joint venture, given the economic environment resulting from the COVID-19 pandemic, as well as its perception of the possible terms of any financing or joint venture;

	·	the market’s perception as to our ability to generate positive cash flow or earnings;

	·	changes in our or any securities analysts’ estimate of our financial performance;

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	·	the anticipated or actual results of our operations;

	·	changes in market valuations of digital currencies and other companies in our industry;

	·	concern that our internal controls are ineffective;

	·	actions by third parties to either sell or purchase stock in quantities which would have a significant effect on our stock price; and

	·	other factors not within our control.

Raising funds by issuing equity or convertible debt securities could dilute the net tangible book value of the common stock and impose restrictions on our working capital.

We anticipate that we will require funds in addition to the net proceeds from this offering for our business.

We will need to raise additional capital, we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at prices that may not which is less than the market price and which may be based on a discount from market at the time of issuance. Stockholders will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of common stock under our present and future stock incentive programs. If we were to raise capital by issuing equity securities, either alone or in connection with a non-equity financing, the net tangible book value of the then outstanding common stock could decline. If the additional equity securities were issued at a per share price less than the market price, which is customary in the private placement of equity securities, the holders of the outstanding shares would suffer dilution, which could be significant. Further, if we are able to raise funds from the sale of debt securities, the lenders may impose restrictions on our operations and may impair our working capital as we service any such debt obligations. In addition, the sale of shares and any future sales of a substantial number of shares of our common stock in the public market, or the perception that such sales may occur, could adversely affect the price of our common stock. We cannot predict the effect, if any, that market sales of those shares of common stock or the availability of those shares of common stock for sale will have on the market price of our common stock.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our articles of incorporation authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. We have outstanding shares of our Series A super-voting preferred stock and Series B convertible preferred stock, the terms of which adversely impact the voting power or value of our common stock. Similarly, the repurchase or redemption rights or liquidation preferences included in a series of preferred stock issued in the future might provide holders of preferred stock rights that could affect the residual value of the common stock.

Because certain existing stockholders own a large percentage of our voting stock, other stockholders’ voting power may be limited.

Steve Rubakh, our Chief Executive Officer, owns and/or controls a majority of the voting power of our common stock. As a result, Mr. Rubakh will have the ability to control all matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This stockholder, who is also our sole director, may make decisions that are averse to or in conflict with your interests.

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We do not have a majority of independent directors on our board and the company has not voluntarily implemented various corporate governance measures, in the absence of which stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters.

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE or the NASDAQ Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics. We have not yet adopted any of these other corporate governance measures and since our securities are not yet listed on a national securities exchange, we are not required to do so. If we expand our board membership in future periods to include additional independent directors, we may seek to establish an audit and other committee of our board of directors. It is possible that if our Board of Directors included a number of independent directors and if we were to adopt some or all of these corporate governance measures requiring expansion of our board of directors, stockholders would benefit from somewhat greater assurance that internal corporate decisions were being made by disinterested directors. In evaluating our Company, our current lack of corporate governance measures should be borne in mind.

Our share price is volatile and may be influenced by numerous factors that are beyond our control.

Market prices for shares of technology companies such as ours are often volatile. The market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

	●	fluctuations in digital currency and stock market prices and trading volumes of similar companies;

	●	general market conditions and overall fluctuations in U.S. equity markets;

	●	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

	●	discussion of us or our stock price by the press and by online investor communities; and

	●	other risks and uncertainties described in these risk factors.

We have no current plans to pay dividends on our common stock and investors must look solely to stock appreciation for a return on their investment in us.

We do not anticipate paying any further cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings to fund the development and growth of our business. Any payment of future dividends will be at the discretion of our board of directors and will depend on, among other things, our earnings, financial condition, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the board of directors deems relevant. Investors may need to rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash dividends should not purchase our common stock.

ITEM 2. UNREGISTERED SALES OFIN EQUITY SECURITIES AND USE OF ~~PROCEEDS.~~PROCEEDS

During the ~~three~~six months ended December 31, ~~2017,~~2023, we did not issue any securities that were not registered under the ~~Company issued~~Securities Act, and were not previously disclosed in a ~~total of 645,936 shares of its common stock in conversion of $13,484 note principal and $500 in fees.~~Current Report on Form 8-K or Quarterly Report on Form 10-Q.

ITEM 3. DEFAULTS UPON SENIOR ~~SECURITIES.~~SECURITIES

None.

ITEM 4. MINE SAFETY ~~DISCLOSURES.~~DISCLOSURES

Not applicable.

ITEM 5. OTHER ~~INFORMATION.~~INFORMATION

~~None.~~There is no other information required to be disclosed under this item which was not previously disclosed.

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ITEM 6. EXHIBITS

~~ITEM 6. EXHIBITS.~~

~~(a) Exhibits.~~EXHIBIT INDEX

Exhibit Number		Exhibit Description
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial ~~Officer. Filed herewith.~~Officer**

32.1		Section 1350 Certification of Chief Executive Officer and Principal Financial ~~Officer. Filed herewith.~~Officer**


101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *

101.SCH		Inline XBRL Taxonomy Extension Schema *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase *

104		Cover Page Interactive Data File (formatted inline XBRL and contained in Exhibit 101)*

~~______________~~_________

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

**This certification is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

3021

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SIGNATURES

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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~~EXHIBIT INDEX~~


~~Exhibit Number~~		~~Exhibit Description~~
~~31.1~~		~~Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.~~
~~32.1~~		~~Section 1350 Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.~~

~~101.INS~~		XBRL Instance Document *
~~101.SCH~~		XBRL Taxonomy Extension Schema *
~~101.CAL~~		XBRL Taxonomy Extension Calculation Linkbase *
~~101.DEF~~		XBRL Taxonomy Extension Definition Linkbase *
~~101.LAB~~		XBRL Taxonomy Extension Label Linkbase *
~~101.PRE~~		XBRL Taxonomy Extension Presentation Linkbase *

~~______________~~

			Page
PART I: FINANCIAL INFORMATION					~~Page No.~~

Item 1.		Financial Statements		3F-1
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		213
Item 3.		Quantitative and Qualitative ~~Disclosure~~Disclosures About Market Risk		2810
Item 4.		Controls and Procedures		2811

PART II: OTHER INFORMATION

Item 1.		Legal Proceedings		3012
Item 1A.	Risk Factors		12
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		3020
Item 3.		Defaults ~~Upon~~upon Senior Securities		3020
Item 4.		Mine Safety Disclosures		3020
Item 5.		Other Information		3020
Item 6.	Exhibits		21

SIGNATURES			22

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Balance Sheets
		December 31, 2017			June 30, 2017
		(Unaudited)
ASSETS
Current assets:
	Cash	$	121,061		$	15,691
	Accounts receivable		15,000			-
	Digital currencies		43,786			-
	Prepaid expenses and other current assets		2,500			7,500
	Inventories		17,730			-
	Marketable securities		1,760			253,998
	Note receivable		-			16,872
	Accrued interest receivable		-			1,519
	Total current assets		201,837			295,580

Non-current assets:
	Property and equipment, net		305,568			-
	Deposits		700			700
Total assets		$	508,105		$	296,280

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
	Accounts payable	$	23,331		$	27,417
	Accrued expenses		29,745			57,032
	Convertible notes payable, net of discounts		14,458			47,814
	Note payable		125,000			125,000
	Due to related party		993			20,216
	Derivative liabilities		21,419			226,731
	Total current liabilities		214,946			504,210

	Total liabilities		214,946			504,210

Commitments and contingencies

Stockholders’ equity (deficit):
	Series A preferred stock, $0.001 par value, (20,000,000 shares authorized,
	500,000 shares issued and outstanding)		500			500
	Series B preferred stock, $0.001 par value, (500,000 shares authorized,
	232,500 and 150,000 shares issued and outstanding as of
	December 31, 2017 and June 30, 2017, respectively)		233			150
	Common stock, $0.001 par value, (2,000,000,000 shares authorized,
	8,388,337 and 5,212,564 shares issued and outstanding as of
	December 31, 2017 and June 30, 2017, respectively)		8,388			5,213
	Additional paid-in capital		5,538,477			4,613,089
	Stock subscriptions payable		35,000			-
	Accumulated deficit		(5,289,439	)		(4,826,882	)
	Total stockholders’ equity (deficit)		293,159			(207,930	)
Total liabilities and stockholders’ equity (deficit)		$	508,105		$	296,280

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Operations
(Unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2017			2016			2017			2016
Revenues:
Crypto-currency mining	$	59,498		$	-		$	59,498		$	-
Sales of crypto-currency mining equipment		45,590			-			45,590			-
Total revenues		105,088			-			105,088			-

Cost of revenues		46,818			-			46,818			-

Gross margin		58,270			-			58,270			-

Operating expenses:
General and administrative		494,247			97,034			634,124			852,350

Total operating expenses		494,247			97,034			634,124			852,350

Loss from operations		(435,977	)		(97,034	)		(575,854	)		(852,350	)

Other income (expense):
Interest and other income		1,304			-			1,402			-
Realized gain on sale of investments		85,911			-			367,134			-
Unrealized loss on investments		(64,987	)		-			(3,876	)		-
Interest expense		(34,738	)		(120,128	)		(120,319	)		(217,332	)
Change in fair value of derivative liabilities		273,032			376,412			201,197			1,157,729
Gain (loss) on extinguishment of debt		3,259			(234,210	)		(268,476	)		(349,484	)
Loss on settlement of warrants		(63,765	)		-			(63,765	)		-

Total other income (expense)		200,016			22,074			113,297			590,913

Loss before income taxes		(235,961	)		(74,960	)		(462,557	)		(261,437	)

Provision for income taxes		-			-			-			-

Net loss	$	(235,961	)	$	(74,960	)	$	(462,557	)	$	(261,437	)

Net loss per common share, basic and diluted	$	(0.03	)	$	(0.10	)	$	(0.06	)	$	(0.33	)

Weighted average number of common shares outstanding, basic and diluted		8,252,873			778,930			7,711,319			793,207

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Cash Flows
(Unaudited)
	Six Months Ended December 31,
	2017			2016
Cash flows from operating activities:
Net loss	$	(462,557	)	$	(261,437	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		5,264			-
Stock-based compensation		409,000			702,450
Amortization of debt discount		79,631			182,558
Amortization of original issue discount		1,347			19,454
Change in fair value of derivative liability		(201,197	)		(1,157,729	)
Loss on extinguishment of debt		268,476			349,484
Financing fees related to notes payable		32,358			-
Realized (gain) loss on sale of investments		(367,134	)		-
Unrealized loss on investments		3,876			-
Loss on settlement of warrants		63,765			-
Changes in assets and liabilities:
Digital currencies		(61,892	)		-
Prepaid expenses and other current assets		5,000			-
Inventories		(17,730	)		-
Accrued interest receivable		(98	)		-
Accounts payable		(827	)		27,293
Accrued expenses		(1,786	)		2,894
Due to related party		(19,223	)		(10,980	)
Checks written in excess of cash balance		-			(11,695	)

Net cash used in operating activities		(263,727	)		(157,708	)

Cash flows from investing activities:
Net proceeds from the sale of investments		579,460			-
Purchase of investments		(9,651	)		-
Increase in notes receivable		(49,880	)		-
Purchase of property and equipment		(310,832	)		-

Net cash provided by investing activities		209,097			-

Cash flows from financing activities:
Proceeds from convertible notes payable		-			184,257
Proceeds from sale of preferred stock		125,000			-
Proceeds from stock subscriptions payable		35,000			-

Net cash provided by financing activities		160,000			184,257

Net increase in cash		105,370			26,549
Cash, beginning of period		15,691			1,974

Cash, end of period	$	121,061		$	28,523

				(Continued)
See notes to condensed financial statements

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Cash Flows (Continued)
(Unaudited)
	Six Months Ended December 31,
	2017			2016
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-

Non-cash investing and financing activities:
Common shares issued for convertible notes payable	$	379,021		$	327,160
Common shares issued for due to related party		15,625			37,500
Common shares issued for cashless exercise of options		188			-
Debt discount for derivative liability		47,617			-
Accrued interest for notes payable		1,117			-
Marketable securities for conversion of notes receivable		66,850			-
Marketable securities exchanged for note payable		(37,074	)		-
Marketable securities exchanged for accrued expenses		(1,370	)		-
Marketable securities exchanged for derivative liabilities		(78,718	)		-
Marketable securities exchanged for accounts receivable		(15,000	)		-
Note payable issued in settlement of warrants		25,000			-
Derivative liabilities extinguished in settlement of warrants		67,064			-

	Total		Level 1		Level 2		Level 3
December 31, 2017:
Digital currencies	$	43,786	$	43,786
Marketable securities		1,760		1,760	$	-	$	-

Total assets measured at fair value	$	45,546	$	45,546	$	-	$	-

June 30, 2017:
Marketable securities	$	253,998	$	253,998	$	-	$	-

Total assets measured at fair value	$	253,998	$	253,998	$	-	$	-

	Convertible Notes			Warrants			Total

Derivative liabilities at June 30, 2017	$	226,731		$	-		$	226,731
Addition to liability for new debt issued		47,617			-			47,617
Decrease due to conversions of debt		(23,433	)		-			(23,433	)
Decrease due to exchange of warrants		-			(28,299	)		(28,299	)
Change in fair value		(229,496	)		28,299			(201,197	)

Derivative liabilities at December 31, 2017	$	21,419		$	-		$	21,419

Extinguishment of debt to Global:
Convertible note payable dated December 30, 2017	$	25,000
Convertible note payable dated July 31, 2017		12,074
Accrued interest payable		1,370
Accounts receivable		15,000

Total	$	53,444


Crypto-currency mining equipment	$	272,474
Furniture and equipment		8,751
Leasehold improvements		29,607

Total		310,832
Less accumulated depreciation		(5,264	)

Net	$	305,568

	December 31, 2017										June 30, 2017
							Original									Original
				Debt			Issue						Debt			Issue
		Principal		Discount			Discount		Net		Principal		Discount			Discount			Net
Note Payable
LG Capital Funding, LLC		$	125,000	$	-		$	-	$	125,000	$	125,000	$	-		$	-		$	125,000

Convertible Notes Payable
Global Opportunity Group, LLC		$	16,500	$	(5,981	)	$	-	$	10,519	$	-	$	-		$	-		$	-
A1 Solar Corp.			5,559		(1,620	)				3,939		-		-			-			-
River North Equity, LLC			-		-			-		-		4,660		-			-			4,660
Global Opportunity Group, LLC			-		-			-		-		18,700		(2,878	)		(722	)		15,100
EMA Financial, LLC			-		-			-		-		8,916		(2,394	)		-			6,522
GPL Ventures, LLC			-		-			-		-		10,000		(613	)		-			9,387
Global Opportunity Group, LLC			-		-			-		-		10,000		(6,247	)		(625	)		3,128
Howard Schraub			-		-			-		-		16,500		(12,250	)		-			4,250
Howard Schraub			-		-			-		-		20,000		(15,233	)		-			4,767

Total		$	22,059	$	(7,601	)	$	-	$	14,458	$	88,776	$	(39,615	)	$	(1,347	)	$	47,814

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value

Outstanding at June 30, 2017		12,817		$	4.33		5.25	$	-
Granted		-		$	-
Exercised		(502	)	$	7.50
Cancelled or expired		(11,115	)	$	3.30

Outstanding and exercisable at December 31, 2017		1,200		$	12.50		1.30	$	-

INTEGRATED VENTURES, INC.

Dated: February ~~14, 2018~~9, 2024

/s/ Steve Rubakh

~~Steve Rubakh~~

President and Chief Executive Officer
and Principal Financial Officer