UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 20202021
☐ 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
INTEGRATED VENTURES, INC. |
(Exact Name of Registrant as Specified in Its 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, PA 19006
(Address of principal executive offices) (Zip Code)
(215) 613-1111
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
N/A | N/A | N/A |
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 ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 | ☐ | Accelerated filer | ☐ |
Non-accelerated filer |
| Smaller reporting company | ☒ |
Emerging growth company |
|
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files. Yes ☒ No ☐.
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 ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares outstanding of the issuer’s common stock, $0.001 par value per share, was 153,649,959205,146,592 as of February 12, 2021. 11, 2022.
INTEGRATED VENTURES, INC.
FORM 10-Q
DECEMBER 31, 20202021
Page No. | |||||
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2 |
| Table of Contents |
PART I –- FINANCIAL INFORMATION
3 |
| Table of Contents |
Condensed Balance Sheets
|
| December 31, |
|
| June 30, |
| ||
|
| (Unaudited) |
|
|
| |||
ASSETS | ||||||||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ | 53,052 |
|
| $ | 6,675 |
|
Prepaid expenses and other current assets |
|
| 3,250 |
|
|
| 3,250 |
|
Total current assets |
|
| 56,302 |
|
|
| 9,925 |
|
|
|
|
|
|
|
|
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|
Non-current assets: |
|
|
|
|
|
|
|
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Property and equipment, net of accumulated depreciation and amortization of $387,182 and $805,421 as of December 31, 2020 and June 30, 2020, respectively |
|
| 511,512 |
|
|
| 453,342 |
|
Digital currencies |
|
| 123,980 |
|
|
| 82,855 |
|
Deposits |
|
| 700 |
|
|
| 700 |
|
Total assets |
| $ | 692,494 |
|
| $ | 546,822 |
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|
|
|
|
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LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: |
|
|
|
|
|
|
|
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Accounts payable |
| $ | 77,081 |
|
| $ | 84,443 |
|
Accrued expenses |
|
| 24,561 |
|
|
| 25,274 |
|
Due to related party |
|
| 109,655 |
|
|
| 122,907 |
|
Derivative liabilities |
|
| 244,633 |
|
|
| 164,834 |
|
Convertible notes payable, net of discounts of $22,859 and $88,449 as of December 31, 2020 and June 30, 2020, respectively |
|
| 54,141 |
|
|
| 251,384 |
|
Notes payable |
|
| 48,221 |
|
|
| 7,583 |
|
Total current liabilities |
|
| 558,292 |
|
|
| 656,425 |
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|
|
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|
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Long-term liabilities: |
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|
|
|
|
|
|
|
Convertible note payable, net of discount of $215,497 and $0 as of December 31, 2020 and June 30, 2020, respectively |
|
| 327,981 |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
| 886,273 |
|
|
| 656,425 |
|
|
|
|
|
|
|
|
|
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Commitments and contingencies |
|
|
|
|
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Stockholders’ deficit: |
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Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding as of December 31, 2020 and June 30, 2020, respectively) |
|
| 500 |
|
|
| 500 |
|
Series B preferred stock, $0.001 par value, (500,000 shares authorized, 430,000 shares issued and outstanding as of December 31, 2020 and June 30, 2020, respectively) |
|
| 430 |
|
|
| 430 |
|
Common stock, $0.001 par value, (750,000,000 shares authorized, 133,065,283 and 103,164,460 shares issued and outstanding as of December 31, 2020 and June 30, 2020, respectively) |
|
| 133,066 |
|
|
| 103,165 |
|
Additional paid-in capital |
|
| 22,326,068 |
|
|
| 21,851,284 |
|
Accumulated deficit |
|
| (22,653,843 | ) |
|
| (22,064,982 | ) |
Total stockholders’ deficit |
|
| (193,779 | ) |
|
| (109,603 | ) |
Total liabilities and stockholders’ deficit |
| $ | 692,494 |
|
| $ | 546,822 |
|
|
| December 31, |
|
| June 30, |
| ||
|
| (Unaudited) |
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| |||
ASSETS | ||||||||
Current assets: |
|
|
|
|
|
| ||
Cash |
| $ | 155,729 |
|
| $ | 2,097,537 |
|
Prepaid expenses and other current assets |
|
| 14,676 |
|
|
| 197,620 |
|
Total current assets |
|
| 170,405 |
|
|
| 2,295,157 |
|
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|
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|
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Non-current assets: |
|
|
|
|
|
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Equipment deposits |
|
| 5,464,151 |
|
|
| 7,663,265 |
|
Property and equipment, net of accumulated depreciation and amortization of $1,246,296 and $521,416 as of December 31, 2021 and June 30, 2021, respectively |
|
| 10,066,751 |
|
|
| 3,159,523 |
|
Digital currencies |
|
| 460,487 |
|
|
| 245,320 |
|
Deposits |
|
| 700 |
|
|
| 700 |
|
Total assets |
| $ | 16,162,494 |
|
| $ | 13,363,965 |
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LIABILITIES, MEZZANINE AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: |
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Accounts payable |
| $ | 102,036 |
|
| $ | 27,259 |
|
Accrued preferred stock dividends |
|
| 460,955 |
|
|
| 193,933 |
|
Accrued expenses |
|
| 1,298 |
|
|
| 4,381 |
|
Due to related party |
|
| 22,416 |
|
|
| 29,357 |
|
Notes payable |
|
| 0 |
|
|
| 19,153 |
|
Total current liabilities |
|
| 586,705 |
|
|
| 274,083 |
|
Total liabilities |
|
| 586,705 |
|
|
| 274,083 |
|
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|
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Mezzanine: |
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|
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|
|
|
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Series C preferred stock, $0.001 par value, (3,000 shares authorized, 1,125 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively) |
|
| 1,125,000 |
|
|
| 1,125,000 |
|
Series D preferred stock, $0.001 par value, (4,000 shares authorized, 3,000 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively) |
|
| 3,000,000 |
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|
| 3,000,000 |
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Commitments and contingencies |
|
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Stockholders’ equity: |
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Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively) |
|
| 500 |
|
|
| 500 |
|
Series B preferred stock, $0.001 par value, (1,000,000 shares authorized, 752,633 and 727,370 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively) |
|
| 753 |
|
|
| 727 |
|
Common stock, $0.001 par value, (750,000,000 shares authorized, 205,146,592 and 194,487,662 shares issued and outstanding as of December 31, 2021 and June 30, 2021, respectively) |
|
| 205,147 |
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|
| 194,488 |
|
Common stock payable |
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| 0 |
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|
| 5,480,000 |
|
Additional paid-in capital |
|
| 55,755,311 |
|
|
| 48,365,263 |
|
Accumulated deficit |
|
| (44,510,922 | ) |
|
| (45,076,096 | ) |
Total stockholders’ equity |
|
| 11,450,789 |
|
|
| 8,964,882 |
|
Total liabilities, mezzanine and stockholders’ equity |
| $ | 16,162,494 |
|
| $ | 13,363,965 |
|
See notesNotes to condensed financial statementsCondensed Financial Statements
| Table of Contents |
Condensed Statements of Operations
(Unaudited)
|
| Three Months Ended |
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| Six Months Ended |
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|
| 2020 |
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| 2019 |
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| 2020 |
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| 2019 |
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Revenues: |
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|
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|
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Cryptocurrency mining |
| $ | 135,888 |
|
| $ | 126,014 |
|
| $ | 203,225 |
|
| $ | 233,479 |
|
Sales of cryptocurrency mining equipment |
|
| 46,232 |
|
|
| 8,287 |
|
|
| 61,122 |
|
|
| 9,663 |
|
Total revenues |
|
| 182,120 |
|
|
| 134,301 |
|
|
| 264,347 |
|
|
| 243,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
| 163,046 |
|
|
| 263,760 |
|
|
| 352,057 |
|
|
| 492,219 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Gross profit (loss) |
|
| 19,074 |
|
|
| (129,459 | ) |
|
| (87,710 | ) |
|
| (249,077 | ) |
|
|
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Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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General and administrative |
|
| 92,028 |
|
|
| 87,140 |
|
|
| 191,745 |
|
|
| 194,525 |
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|
|
|
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|
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|
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|
|
|
|
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Loss from operations |
|
| (72,954 | ) |
|
| (216,599 | ) |
|
| (279,455 | ) |
|
| (443,602 | ) |
|
|
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|
|
|
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|
|
|
|
|
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Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| (89,742 | ) |
|
| (181,450 | ) |
|
| (190,614 | ) |
|
| (482,737 | ) |
Realized gain (loss) on digital currencies |
|
| (40,474 | ) |
|
| (2,235 | ) |
|
| 47,901 |
|
|
| (5,596 | ) |
Unrealized gain on digital currencies |
|
| 6,197 |
|
|
| - |
|
|
| 3,676 |
|
|
| - |
|
Loss on disposition of property and equipment |
|
| - |
|
|
| - |
|
|
| (207,281 | ) |
|
| - |
|
Change in fair value of derivative liabilities |
|
| (3,110 | ) |
|
| 9,087 |
|
|
| 36,912 |
|
|
| 850,823 |
|
Loss on conversion of debt |
|
| - |
|
|
| (7,215 | ) |
|
| - |
|
|
| (14,760 | ) |
Digital currency theft loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (33,037 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
| (127,129 | ) |
|
| (181,813 | ) |
|
| (309,406 | ) |
|
| 314,693 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
| (200,083 | ) |
|
| (398,412 | ) |
|
| (588,861 | ) |
|
| (128,909 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ | (200,083 | ) |
| $ | (398,412 | ) |
| $ | (588,861 | ) |
| $ | (128,909 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
Diluted |
| $ | (0.00 | ) |
| $ | (0.01 | ) |
| $ | (0.01 | ) |
| $ | (0.00 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 124,303,416 |
|
|
| 53,904,063 |
|
|
| 118,144,763 |
|
|
| 44,701,874 |
|
Diluted |
|
| 124,303,416 |
|
|
| 53,904,063 |
|
|
| 118,144,763 |
|
|
| 44,701,874 |
|
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
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|
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|
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|
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Revenues: |
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|
|
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|
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|
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Cryptocurrency mining |
| $ | 2,076,298 |
|
| $ | 135,888 |
|
| $ | 3,116,369 |
|
| $ | 203,225 |
|
Sales of cryptocurrency mining equipment |
|
| 471,593 |
|
|
| 46,232 |
|
|
| 1,346,610 |
|
|
| 61,122 |
|
Total revenues |
|
| 2,547,891 |
|
|
| 182,120 |
|
|
| 4,462,979 |
|
|
| 264,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
| 811,398 |
|
|
| 163,046 |
|
|
| 1,884,341 |
|
|
| 352,057 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit (loss) |
|
| 1,736,493 |
|
|
| 19,074 |
|
|
| 2,578,638 |
|
|
| (87,710 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
| 2,068,358 |
|
|
| 92,028 |
|
|
| 2,279,737 |
|
|
| 191,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
| 2,068,358 |
|
|
| 92,028 |
|
|
| 2,279,737 |
|
|
| 191,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
| (331,865 | ) |
|
| (72,954 | ) |
|
| 298,901 |
|
|
| (279,455 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| (80 | ) |
|
| (89,742 | ) |
|
| (462 | ) |
|
| (190,614 | ) |
Realized gain (loss) on sale of digital currencies |
|
| (189,240 | ) |
|
| (34,277 | ) |
|
| 527,833 |
|
|
| 51,577 |
|
Gain on forgiveness of debt |
|
| 5,924 |
|
|
| 0 |
|
|
| 5,924 |
|
|
| 0 |
|
Loss on disposition of property and equipment |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| (207,281 | ) |
Change in fair value of derivative liabilities |
|
| - |
|
|
| (3,110 | ) |
|
| - |
|
|
| 36,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
|
| (183,396 | ) |
|
| (127,129 | ) |
|
| 533,295 |
|
|
| (309,406 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
| (515,261 | ) |
|
| (200,083 | ) |
|
| 832,196 |
|
|
| (588,861 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
| $ | (515,261 | ) |
| $ | (200,083 | ) |
| $ | 832,196 |
|
| $ | (588,861 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends |
|
| (135,513 | ) |
|
| 0 |
|
|
| (267,022 | ) |
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to shareholders |
| $ | (650,774 | ) |
| $ | (200,083 | ) |
| $ | 565,174 |
|
| $ | (588,861 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share attributable to shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | 0.00 |
|
| $ | (0.01 | ) |
Diluted |
| $ | (0.00 | ) |
| $ | (0.00 | ) |
| $ | 0.00 |
|
| $ | (0.01 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
| 205,007,669 |
|
|
| 124,303,416 |
|
|
| 204,309,169 |
|
|
| 118,144,763 |
|
Diluted |
|
| 205,007,669 |
|
|
| 124,303,416 |
|
|
| 291,226,881 |
|
|
| 118,144,763 |
|
See notesNotes to condensed financial statementsCondensed Financial Statements
| Table of Contents |
Condensed Statement of Stockholders’ Equity
Six Months Ended December 31, 2021
(Unaudited)
|
| Series C |
|
| Series D |
|
| Series A |
|
| Series B |
|
| Common Stock |
|
| Common |
|
| Additional |
|
|
|
|
|
| ||||||||||||||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Payable |
|
| Capital |
|
| Deficit |
|
| Total |
| ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||
Balance, June 30, 2021 |
|
| 1,125 |
|
| $ | 1,125,000 |
|
|
| 3,000 |
|
| $ | 3,000,000 |
|
|
| 500,000 |
|
| $ | 500 |
|
|
| 727,370 |
|
| $ | 727 |
|
|
| 194,487,662 |
|
| $ | 194,488 |
|
| $ | 5,480,000 |
|
| $ | 48,365,263 |
|
| $ | (45,076,096 | ) |
| $ | 8,964,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for conversion of Series B preferred stock |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| - |
|
|
| (24,737 | ) |
|
| (24 | ) |
|
| 2,473,700 |
|
|
| 2,474 |
|
|
| 0 |
|
|
| (2,450 | ) |
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock for services |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 185,230 |
|
|
| 185 |
|
|
| 0 |
|
|
| 40,548 |
|
|
| 0 |
|
|
| 40,733 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares for common stock payable |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 8,000,000 |
|
|
| 8,000 |
|
|
| (5,480,000 | ) |
|
| 5,472,000 |
|
|
| 0 |
|
|
| 0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series B preferred stock issued for related party compensation |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 50,000 |
|
|
| 50 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 1,879,950 |
|
|
| 0 |
|
|
| 1,880,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock dividends |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| (267,022 | ) |
|
| (267,022 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| 0 |
|
|
| 832,196 |
|
|
| 832,196 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2021 |
|
| 1,125 |
|
| $ | 1,125,000 |
|
|
| 3,000 |
|
| $ | 3,000,000 |
|
|
| 500,000 |
|
| $ | 500 |
|
|
| 752,633 |
|
| $ | 753 |
|
|
| 205,146,592 |
|
| $ | 205,147 |
|
| $ | 0 |
|
| $ | 55,755,311 |
|
| $ | (44,510,922 | ) |
| $ | 11,450,789 |
|
See Notes to Condensed Financial Statements
| F-3 |
| Table of Contents |
Integrated Ventures, Inc.
Condensed Statement of Stockholders’ Deficit
Six Months Ended December 31, 2020
(Unaudited)
|
| Series A |
|
| Series B |
|
| Common Stock |
|
| Additional |
|
| Accumulated |
|
|
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance, June 30, 2020 |
|
| 500,000 |
|
| $ | 500 |
|
|
| 430,000 |
|
| $ | 430 |
|
|
| 103,164,460 |
|
| $ | 103,165 |
|
| $ | 21,851,284 |
|
| $ | (22,064,982 | ) |
| $ | (109,603 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares in conversion of convertible notes payable |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 29,900,823 |
|
|
| 29,901 |
|
|
| 333,035 |
|
|
| - |
|
|
| 362,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of derivative liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 141,749 |
|
|
| - |
|
|
| 141,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (588,861 | ) |
|
| (588,861 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 |
|
| 500,000 |
|
| $ | 500 |
|
|
| 430,000 |
|
| $ | 430 |
|
|
| 133,065,283 |
|
| $ | 133,066 |
|
| $ | 22,326,068 |
|
| $ | (22,653,843 | ) |
| $ | (193,779 | ) |
|
| Series A |
|
| Series B |
|
| Common Stock |
|
| Additional |
|
|
|
|
|
| |||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance, June 30, 2020 |
|
| 500,000 |
|
| $ | 500 |
|
|
| 430,000 |
|
| $ | 430 |
|
|
| 103,164,460 |
|
| $ | 103,165 |
|
| $ | 21,851,284 |
|
| $ | (22,064,982 | ) |
| $ | (109,603 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common shares in conversion of convertible notes payable |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 0 |
|
|
| 29,900,823 |
|
|
| 29,901 |
|
|
| 333,035 |
|
|
| 0 |
|
|
| 362,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of derivative liabilities |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 141,749 |
|
|
| 0 |
|
|
| 141,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| - |
|
|
| 0 |
|
|
| 0 |
|
|
| (588,861 | ) |
|
| (588,861 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2020 |
|
| 500,000 |
|
| $ | 500 |
|
|
| 430,000 |
|
| $ | 430 |
|
|
| 133,065,283 |
|
| $ | 133,066 |
|
| $ | 22,326,068 |
|
| $ | (22,653,843 | ) |
| $ | (193,779 | ) |
See notesNotes to condensed financial statementsCondensed Financial Statements
| Table of Contents |
Condensed Statement of Stockholders’ Deficit
Six Months Ended December 31, 2019 (Unaudited)
|
| Series A |
|
| Series B |
|
| Common Stock |
|
| Additional |
|
| Accumulated |
|
|
|
| ||||||||||||||||||
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Deficit |
|
| Total |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Balance, June 30, 2019 |
|
| 500,000 |
|
| $ | 500 |
|
|
| 300,000 |
|
| $ | 300 |
|
|
| 29,824,187 |
|
| $ | 29,825 |
|
| $ | 19,864,239 |
|
| $ | (20,983,207 | ) |
| $ | (1,088,343 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued in Series B preferred stock Exchange Agreement |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 8,000,000 |
|
|
| 8,000 |
|
|
| 471,800 |
|
|
| - |
|
|
| 479,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares issued in conversion of convertible notes payable |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 27,931,545 |
|
|
| 27,931 |
|
|
| 524,133 |
|
|
| - |
|
|
| 552,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of derivative liabilities |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 228,840 |
|
|
| - |
|
|
| 228,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (128,909 | ) |
|
| (128,909 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2019 |
|
| 500,000 |
|
| $ | 500 |
|
|
| 300,000 |
|
| $ | 300 |
|
|
| 65,755,732 |
|
| $ | 65,756 |
|
| $ | 21,089,012 |
|
| $ | (21,112,116 | ) |
| $ | 43,452 |
|
See notes to condensed financial statements
Condensed Statements of Cash Flows
(Unaudited)
|
| Six Months Ended |
| |||||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net loss |
| $ | (588,861 | ) |
| $ | (128,909 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
| 177,792 |
|
|
| 294,242 |
|
Amortization of debt discount |
|
| 166,031 |
|
|
| 433,805 |
|
Loss on disposition of property and equipment |
|
| 207,281 |
|
|
| - |
|
Change in fair value of derivative liabilities |
|
| (36,912 | ) |
|
| (850,823 | ) |
Realized (gain) loss on sale of digital currencies |
|
| (47,901 | ) |
|
| 5,596 |
|
Unrealized (gain) loss on digital currencies |
|
| (3,676 | ) |
|
| - |
|
Loan fees added to debt principal |
|
| - |
|
|
| 20,000 |
|
Loss on conversion of debt |
|
| - |
|
|
| 14,760 |
|
Digital currency theft loss |
|
| - |
|
|
| 33,037 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Digital currencies |
|
| (219,853 | ) |
|
| (232,722 | ) |
Accounts payable |
|
| (84,986 | ) |
|
| (4,306 | ) |
Accrued expenses |
|
| 22,390 |
|
|
| 30,157 |
|
Due to related party |
|
| (13,252 | ) |
|
| 27,811 |
|
Net cash used in operating activities |
|
| (421,947 | ) |
|
| (357,352 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Proceeds from the sale of digital currencies |
|
| 3,243,219 |
|
|
| 176,719 |
|
Purchase of digital currencies |
|
| (2,939,468 | ) |
|
| - |
|
Purchase of property and equipment |
|
| (381,243 | ) |
|
| (117,954 | ) |
Net cash provided by (used in) investing activities |
|
| (77,492 | ) |
|
| 58,765 |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Proceeds from convertible notes payable |
|
| 563,000 |
|
|
| 325,500 |
|
Repayment of notes payable |
|
| (17,184 | ) |
|
| - |
|
Net cash provided by financing activities |
|
| 545,816 |
|
|
| 325,500 |
|
|
|
|
|
|
|
|
|
|
Net increase in cash |
|
| 46,377 |
|
|
| 26,913 |
|
Cash, beginning of period |
|
| 6,675 |
|
|
| 48,310 |
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
| $ | 53,052 |
|
| $ | 75,223 |
|
Integrated Ventures, Inc. | ||||||||
Condensed Statements of Cash Flows | ||||||||
(Unaudited) | ||||||||
| ||||||||
|
| Six Months Ended |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Cash flows from operating activities: |
|
|
|
|
|
| ||
Net income (loss) |
| $ | 832,196 |
|
| $ | (588,861 | ) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 724,880 |
|
|
| 177,792 |
|
Series B preferred stock issued for related party stock-based compensation |
|
| 1,880,000 |
|
|
| 0 |
|
Common stock issued for services |
|
| 40,733 |
|
|
| - |
|
Realized gain on sale of digital currencies |
|
| (527,833 | ) |
|
| (51,577 | ) |
Gain on forgiveness of debt |
|
| (5,924 | ) |
|
| 0 |
|
Change in fair value of derivative liabilities |
|
| - |
|
|
| (36,912 | ) |
Amortization of debt discount |
|
| - |
|
|
| 166,031 |
|
Loss on disposition of property and equipment |
|
| - |
|
|
| 207,281 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Digital currencies |
|
| (3,116,369 | ) |
|
| (219,853 | ) |
Prepaid expenses and other current assets |
|
| 182,944 |
|
|
| 0 |
|
Accounts payable |
|
| (33,086 | ) |
|
| (84,986 | ) |
Accrued expenses |
|
| (3,083 | ) |
|
| 22,390 |
|
Due to related party |
|
| (6,941 | ) |
|
| (13,252 | ) |
Net cash used in operating activities |
|
| (32,483 | ) |
|
| (421,947 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Increase in equipment deposits |
|
| (5,426,212 | ) |
|
| 0 |
|
Net proceeds from the sale of digital currencies |
|
| 5,421,314 |
|
|
| 3,243,219 |
|
Purchase of digital currencies |
|
| (1,884,416 | ) |
|
| (2,939,468 | ) |
Purchase of property and equipment |
|
| (6,782 | ) |
|
| (381,243 | ) |
Net cash used in investing activities |
|
| (1,896,096 | ) |
|
| (77,492 | ) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Repayment of notes payable |
|
| (13,229 | ) |
|
| (17,184 | ) |
Proceeds from convertible notes payable |
|
| - |
|
|
| 563,000 |
|
Net cash provided by (used in) financing activities |
|
| (13,229 | ) |
|
| 545,816 |
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash |
|
| (1,941,808 | ) |
|
| 46,377 |
|
Cash, beginning of period |
|
| 2,097,537 |
|
|
| 6,675 |
|
Cash, end of period |
| $ | 155,729 |
|
| $ | 53,052 |
|
(Continued)
See notesNotes to condensed financial statementsCondensed Financial Statements
| Table of Contents |
Integrated Ventures, Inc. |
Condensed Statements of Cash Flows (Continued) |
(Unaudited) |
Integrated Ventures, Inc.
Condensed Statements of Cash Flows (Continued)
(Unaudited)
|
| Six Months Ended |
| |||||
|
| 2020 |
|
| 2019 |
| ||
|
|
|
|
|
|
| ||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
| ||
Cash paid for interest |
| $ | - |
|
| $ | - |
|
Cash paid for income taxes |
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Debt discount for derivative liabilities |
| $ | 258,460 |
|
| $ | 183,418 |
|
Common shares issued for convertible notes payable |
|
| 362,936 |
|
|
| 537,304 |
|
Settlement of derivative liabilities |
|
| 141,749 |
|
|
| 228,840 |
|
Notes payable issued for property and equipment |
|
| 57,822 |
|
|
| - |
|
Property and equipment purchased with digital currencies |
|
| 4,178 |
|
|
| - |
|
Equipment deposits for property and equipment |
|
| - |
|
|
| 27,971 |
|
Common shares issued in Series B preferred stock Exchange Agreement |
|
| - |
|
|
| 479,800 |
|
|
| Six Months Ended |
| |||||
|
| 2021 |
|
| 2020 |
| ||
|
|
|
|
|
|
| ||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
| ||
Cash paid for interest |
| $ | 462 |
|
| $ | - |
|
Cash paid for income taxes |
|
| - |
|
|
| 0 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
Equipment deposits transferred to property and equipment |
| $ | 7,625,326 |
|
| $ | 0 |
|
Accrued preferred stock dividends |
|
| 267,022 |
|
|
| 0 |
|
Conversion of Series B preferred shares for common shares |
|
| 2,474 |
|
|
| 0 |
|
Common shares issued for common stock payable |
|
| 5,480,000 |
|
|
| 0 |
|
Debt discount for derivative liabilities |
|
| - |
|
|
| 258,460 |
|
Common shares issued in conversion of debt |
|
| - |
|
|
| 362,936 |
|
Settlement of derivative liabilities |
|
| - |
|
|
| 141,749 |
|
Notes payable issued for property and equipment |
|
| - |
|
|
| 57,822 |
|
Property and equipment purchased with digital securities |
|
| - |
|
|
| 4,178 |
|
See notesNotes to condensed financial statementsCondensed Financial Statements
| Table of Contents |
Notes to Condensed Financial Statements
Six Months Ended December 31, 20202021
(Unaudited)
1. ORGANIZATION AND BASIS OF PRESENTATION
Organization
Integrated Ventures, Inc. (the “Company,” “we,” “our,”“we” or “EMS Find”“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. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc.
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 developing and acquiring a diverse portfolio of digital currency assets and block chain technologies. 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 is currently mining Bitcoin and Ethereum, whereby the Company earns revenue by solving “blocks” to be added to the block chain. The Company also purchases certain digital currencies for short-term investment purposes.
In May 2019, the Company consolidated all of its mining operations and signed a power supply and purchase agreement with PetaWatt Properties, LLC.
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 periodsperiod ended December 31, 20202021 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2021.2022. 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, 20202021 filed on September 23, 202024, 2021 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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. 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.
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.
| Table of Contents |
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
Digital Currencies
Digital currencies consist mainly of Bitcoin, Litecoin, ZCash and Ethereum, generally received for the Company’s own account as compensation for cryptocurrency mining services, and Chainlink 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 these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Update (“ASU”) 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, net of transaction costs, are included in other income (expense) in the statements of operations. Changes in the fair value of digital currencies during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations. As of December 31, 2020, the market value of digital currencies exceeded the Company’s cost basis by $3,676, which amount is recorded as unrealized gain on digital currencies. The Company had a realized gainlosses on the sale of digital currencies of $47,901$189,240 and $34,277 in the three months ended December 31, 2021 and 2020, respectively, and realized gains on sale of digital currencies of $527,833 and $51,577 in the six months ended December 31, 2020.2021 and 2020, respectively. Cryptocurrency mining revenues were $2,076,298 and $135,888 in the three months ended December 31, 2021 and 2020, respectively, and $3,116,369 and $203,225 in the six months ended December 31, 2021 and 2020, respectively.
Property and Equipment
Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction(digital 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, 2020, the Company discontinued the use of damaged or non-serviceable mining equipment and wrote off its net book value of $207,281 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 resultbecause 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.
| Table of Contents |
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
Derivatives
As of December 31, 2021, and June 30, 2021, 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 thatIf 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.
Where the number of warrants or common shares to 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, common stock issuable pursuant to a Series B preferred stock Exchange Agreement and a stock subscription payable using, as applicable, either the Black-Scholes pricing model 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 months and six monthsperiods ended December 31, 20202021 and 2019.2020.
Fair Value of Financial InstrumentsMezzanine
Disclosures about fair value of financial instruments require disclosureSeries C and D preferred stock that contain certain default provisions requiring mandatory cash redemption that are outside the control of the fair value information, whether or not recognizedCompany are recorded as Mezzanine in the accompanying balance sheet, where it is practicable to estimate that value. As of December 31, 2020 and June 30, 2020, the amounts reported for cash, prepaid expenses and other current assets, accounts payable, accrued expenses, due to related party and notes payable approximate fair value because of their short maturities.
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:
|
| |
|
| |
|
|
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
December 31, 2020: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
| $ | 244,633 |
|
| $ | - |
|
| $ | - |
|
| $ | 244,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value |
| $ | 244,633 |
|
| $ | - |
|
| $ | - |
|
| $ | 244,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
| $ | 164,834 |
|
| $ | - |
|
| $ | - |
|
| $ | 164,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value |
| $ | 164,834 |
|
| $ | - |
|
| $ | - |
|
| $ | 164,834 |
|
sheets.
Stock-Based Compensation
The Company 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 multinomial lattice models.
| F-9 |
| Table of Contents |
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
Effective July 1, 2018, we adoptedWe recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers as amended, using the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. There was no cumulative effect of adopting the new standard and no impact on our financial statements. The new. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. 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.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
Our revenues currently consist of cryptocurrency mining revenues and revenues from the sale of cryptocurrency mining equipment 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, Litecoin, ZCash and Ethereum. 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 related cryptocurrency on the date of 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 a blockchain and the award of a 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 change in the Company’s financial statements.
| F-10 |
| Table of Contents |
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, 2020,2021, tax years 2015 through 20202021 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.
The Company adopted ASC 740-10, Definition of Settlement in FASB Interpretation No. 48, (“ASC 740-10”), which was issued on May 2, 2007.. ASC 740-10 amends FIN 48 to provideprovides 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 the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 didhas not havehad an impact on the accompanyingour financial statements.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
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. For the three months ended December 31, 2021 and 2020, and the six months ended December 31, 2020, and 2019, 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.
The common shares used in the computation of basic and diluted net income per share for the six months ended December 31, 2021 are reconciled as follows:
Weighted average number of shares outstanding – basic | 204,309,169 | |||
Dilutive effect of convertible preferred stock | 86,917,712 | |||
Weighted average number of shares outstanding – diluted | 291,226,881 |
Recently Issued Accounting Pronouncements
There were no new accounting pronouncements issued or proposed by the FASB during the six months ended December 31, 20202021, and through the date of filing this report which the Company believes will have a material impact on its financial financial statements.
Concentrations
During the six months ended December 31, 2021, one customer accounted for 65% of sales of cryptocurrency mining equipment and 20% of total revenues.
During the six months ended December 31, 2021, substantially all cryptocurrency mining equipment, including those units with costs included in equipment deposits as of December 31, 2021, was purchased from one supplier.
| F-11 |
| Table of Contents |
Reclassifications
Certain amounts in the condensed financial statements for the prior-yearprior year periods have been reclassified to conform to the presentation for the current-yearcurrent year periods.
3. GOING CONCERN
ThePrior to the six months ended December 31, 2021, the Company has reported recurring operatingnet losses since its inceptionfrom operations and used net cash in operating activities of $421,947 in the six months ended December 31, 2020.activities. As of December 31, 2020,2021, the Company had an accumulated deficit of $22,653,843 and a total stockholders’ deficit of $193,779.$44,510,922. These conditions raise substantial doubt about the 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 and maintain a successful level of operations is dependent on the execution of 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.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
4. PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:as of:
|
| December 31, |
|
| June 30, |
| ||
|
|
|
|
|
|
| ||
Cryptocurrency mining equipment |
| $ | 882,328 |
|
| $ | 1,242,397 |
|
Furniture and equipment |
|
| 16,366 |
|
|
| 16,366 |
|
Total |
|
| 898,694 |
|
|
| 1,258,763 |
|
Less accumulated depreciation and amortization |
|
| (387,182 | ) |
|
| (805,421 | ) |
Net |
| $ | 511,512 |
|
| $ | 453,342 |
|
|
| December 31, 2021 |
|
| June 30, |
| ||
|
|
|
|
|
|
| ||
Cryptocurrency mining equipment |
| $ | 11,289,899 |
|
| $ | 3,664,573 |
|
Furniture and equipment |
|
| 23,148 |
|
|
| 16,366 |
|
|
|
|
|
|
|
|
|
|
Total |
|
| 11,313,047 |
|
|
| 3,680,939 |
|
Less accumulated depreciation and amortization |
|
| (1,246,296 | ) |
|
| (521,416 | ) |
|
|
|
|
|
|
|
|
|
Net |
| $ | 10,066,751 |
|
| $ | 3,159,523 |
|
Depreciation and amortization expense, included in cost of revenues, was $67,220 and $149,630 for the three months ended December 31, 2021 and 2020 was $424,025 and 2019,$67,220, respectively, and $177,792,$724,880 and $294,242$177,792 for the six months ended December 31, 20202021 and 2019,2020, respectively.
During the six months ended December 31, 2020, we disposed of and wrote off non-serviceable, defective mining equipment with a net book value of $207,281.
5. EQUIPMENT DEPOSITS
Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.
| F-12 |
| Table of Contents |
Bitmain Agreement
On April 12, 2021, we entered into a Non-fixed Price Sales and Purchase Agreement with Bitmain Technologies Limited (“Bitmain”) (the “Bitmain Agreement”) to purchase from Bitmain cryptocurrency mining hardware and other equipment in accordance with the terms and conditions of the Bitmain Agreement. Bitmain is scheduled to manufacture and ship miners on monthly basis, in 12 equal batches of 400 units, starting in August 2021 and through July 2022. The Purchase Agreement remains in effect until the delivery of the last batch of products. The total purchase price was approximately $34,047,600, subject to price adjustments and related offsets. The total purchase price is payable as follows: (i) 25% of the total purchase price is due upon the execution of the Agreement or no later than April 19, 2021; (ii) 35% of the total purchase price, is due by May 30, 2021; and (iii) the remaining 40% of the total purchase price, is payable monthly starting in June 2021.
The Company entered into a separate agreement with Wattum Management, Inc. {“Wattum”), a non-related party, whereby Wattum agreed to share 50% of the purchase obligation under the Bitmain Agreement, including reimbursing the Company for 50% of the equipment deposits paid by the Company to Bitmain.
As of December 31, 2021, and June 30, 2021, equipment deposits totaled $5,464,151 and $7,663,265, respectively, including $5,301,441 and $6,554,190 paid to Bitmain under the Bitmain Agreement (net of Wattum reimbursements and deliveries of equipment). As of December 31, 2021, 5 of the 12 shipments totaling 1,979 miners had been delivered by Bitmain to the Company, Wattum and a customer of the Company.
Canaan Convey Purchase
As of June 30, 2021, the Company prepaid $990,000 to Canaan Convey Co. LTD (“Canaan Convey”) for the purchase of 250 cryptocurrency miners and freight and custom charges. As of December 31, 2021, the 250 miners had been delivered to the Company by Canaan Convey.
Mobile Storage Containers
As of December 31, 2021, equipment deposits included $125,000 for the purchase and shipping of two mobile storage containers, which were delivered to the Company in January 2022.
Sale of Miners
During the six months ended December 31, 2021, the Company sold 95 miners from the first Bitmain shipment to a non-related party for $875,017 and sold 107 other miners to non-related parties for a total of $471,593.
6. RELATED PARTY TRANSACTIONS
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, bonuses as determined by the Board of Directors, and is issued shares of Series B preferred stock on a quarterly basis for additional compensation. The number and timing of Series B preferred shares issued generally on a quarterly basis,to Mr. Rubakh is at the discretion of the Board of Directors.
The Board of Directors ofEffective April 1, 2021, the Company has set the current annual compensation forentered a four-year employment contract with Steve Rubakh to includeestablishing annual salary at $250,000 with a quarterly bonus of $150,000 per year and the issuance of$50,000 or 5,000 shares of Series B preferred stock, as determined by the Board. TheBoard of Directors. Quarterly bonuses of $25,000 and $50,000 were approved by the Board of Directors for the three months ended December 31, 2021 and September 30, 2021, respectively. Annual salary for Mr. Rubakh was $150,000 prior to April 1, 2021.
In October 2021, the Company recorded salary expenseissued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $1,880,000, using the closing market price of the Company’s common stock on the date of issuance. 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 general and administrative expenses in the accompanying statements of operations.
| F-13 |
| Table of Contents |
Total compensation expense included in general and administrative expenses was $87,500 and $37,500 for the three months ended December 31, 2021 and 2020, respectively, and 2019$200,000 and $75,000 for the six months ended December 31, 2021 and 2020, and 2019. No shares of Series B preferred stock were issued to Mr. Rubakh during the three months or six months ended December 31, 2020 and 2019.
respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $109,655$22,416 and $122,907$29,357 as of December 31, 20202021 and 2019,June 30, 2021, respectively.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
6. CONVERTIBLE NOTES PAYABLE
Current Convertible Notes Payable
Current convertible notes payable consist of the following:
|
| December 31, 2020 |
|
| June 30, 2020 |
| ||||||||||||||||||
|
|
|
| Debt |
|
|
|
|
|
| Debt |
|
|
| ||||||||||
|
| Principal |
|
| Discount |
|
| Net |
|
| Principal |
|
| Discount |
|
| Net |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
BHP Capital NY, Inc. #4 |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | 66,000 |
|
| $ | 13,193 |
|
| $ | 52,807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armada Investment Fund, LLC #5 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 20,000 |
|
|
| 2,739 |
|
|
| 17,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armada Investment Fund, LLC #6 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 22,000 |
|
|
| 4,167 |
|
|
| 17,833 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHP Capital NY, Inc. #5 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 83,333 |
|
|
| 21,141 |
|
|
| 62,192 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BHP Capital NY, Inc. #6 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 60,500 |
|
|
| 19,188 |
|
|
| 41,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armada Investment Fund, LLC #7 |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 88,000 |
|
|
| 28,021 |
|
|
| 59,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JSJ Investments Inc. #1 |
|
| 77,000 |
|
|
| 22,859 |
|
|
| 54,141 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
| $ | 77,000 |
|
| $ | 22,859 |
|
| $ | 54,141 |
|
| $ | 339,833 |
|
| $ | 88,449 |
|
| $ | 251,384 |
|
In consideration for an agreement to limit conversionsAugust 2021, Mr. Rubakh converted 24,737 shares of Series B preferred stock into 2,473,700 shares of common stock in a prior convertible note,transaction recorded at the Company issued to Armada Investment Fund, LLC (“Armada”) a fifth convertible promissory note in the principal amount of $20,000. The note matures on November 1, 2020 and bears interest at 8%. A debt discount of $8,082 was recorded, consisting of a derivative liability. Armada has the right beginning on the date that is 31 days following the datepar value of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the five lowest trading prices (lowest bid prices) of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. During the six months ended December 31, 2020, Armada converted the entire principal of $20,000, accrued interest payable of $1,184 and conversion fees of $500 into common shares of the Company, extinguishing the debt in full. As of December 31, 2020, the debt discount had been amortized in full to interest expense.
On November 21, 2019, the Company entered into a sixth convertible promissory note with Armada in the principal amount of $22,000, with an original issue discount of $2,000. The note matures on November 21, 2020 and bears interest at 8%. A debt discount of $10,590 was recorded, including a derivative liability of $8,090. Armada has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the five lowest trading prices (lowest bid prices) of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. During the six months ended December 31, 2020, Armada converted the entire principal of $22,000, accrued interest payable of $1,109 and conversion fees of $500 into common shares of the Company, extinguishing the debt in full. As of December 31, 2020, the debt discount had been amortized in full to interest expense.
On December 2, 2019, the Company entered into a fourth convertible promissory note with BHP Capital NY, Inc. (“BHP”) in the principal amount of $66,000, with an original issue discount of $6,000. The note matures on December 2, 2020 and bears interest at 8%. A debt discount of $31,153 was recorded, including a derivative liability of $24,153. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices (lowest bid prices) of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. During the six months ended December 31, 2020, BHP converted the entire principal of $66,000, accrued interest payable of $3,467 and conversion fees of $1,000 into common shares of the Company, extinguishing the debt in full. As of December 31, 2020, the debt discount had been amortized in full to interest expense.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
On February 20, 2020, the Company entered into a fifth convertible promissory note with BHP in the principal amount of $83,333, with an original issue discount of $8,333. The note matures on November 20, 2020, and bears interest at 8%. A debt discount of $40,507 was recorded, including a derivative liability of $30,674. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices (lowest bid prices) of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. During the six months ended December 31, 2020, BHP converted the entire principal of $83,333, accrued interest payable of $4,663 and conversion fees of $1,000 into common shares of the Company, extinguishing the debt in full. As of December 31, 2020, the debt discount had been amortized in full to interest expense.
On March 4, 2020, the Company entered into a sixth convertible promissory note with BHP in the principal amount of $60,500, with an original issue discount of $5,500. The note matures on March 4, 2021, and bears interest at 8%. A debt discount of $28,354 was recorded, including a derivative liability of $22,854. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the five lowest trading prices (lowest bid prices) of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. During the six months ended December 31, 2020, BHP converted the entire principal of $60,500, accrued interest payable of $3,872 and conversion fees of $500 into common shares of the Company, extinguishing the debt in full. As of December 31, 2020, the debt discount had been amortized in full to interest expense.
On March 4, 2020, the Company entered into a seventh convertible promissory note with Armada in the principal amount of $88,000, with an original issue discount of $8,000. The note matures on March 4, 2021, and bears interest at 8%. A debt discount of $41,408 was recorded, including a derivative liability of $33,408. Armada has the right beginning on the date that is 181 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the five lowest trading prices (lowest bid prices) of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. During the six months ended December 31, 2020, Armada converted the entire principal of $88,000, accrued interest payable of $3,808 and conversion fees of $1,500 into common shares of the Company, extinguishing the debt in full. As of December 31, 2020, the debt discount had been amortized in full to interest expense.
On July 6, 2020, the Company entered into a convertible promissory note with JSJ Investments Inc. (“JSJ”) in the principal amount of $77,000. The note matures on July 6, 2021, and bears interest at 8%. A debt discount $44,617 was recorded, including a derivative liability of $42,617. JSJ has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion. As of December 31, 2020, $21,758 of the debt discount had been amortized to interest expense. The Company recorded a derivative liability of $26,603 as of December 31, 2020.
Long-Term Convertible Note Payable
On August 4, 2020, the Company entered into a Securities Purchase Agreement with Eagle Equities, LLC (“Eagle”), providing for the issuance and sale by the Company and the purchase by Eagle of a 6% convertible note of the Company (the “Note”) in the aggregate principal amount of $1,086,957. The Note provides for an 8% original issue discount (“OID”) such that the aggregate purchase price for Note will be $1,000,000. The Note will be purchased by Eagle in various tranches on defined closing dates.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
The first closing date under the Note was held on August 4, 2020, when the Company sold, and the Buyer purchased the first tranche under the Note for a $271,739 portion of the aggregate $1,086,957, resulting in proceeds to the Company of $250,000 and reflecting the OID of 8%. A subsequent closing of a second tranche of $271,739 portion of the Note shall occur on the filing of the Company’s resale registration statement under the Securities Act of 1933, as amended, covering the entire principal amount of the Note. Eagle has retained the right to purchase the unfunded balance of the Note through February 4, 2022, provided that each purchase must be in an amount of not less than $108,696 ($100,000 after the OID).
On October 22, 2020, the Company closed the second tranche of the Note subsequent to the Company filing the required Form S-1 registration statement. The second tranche was for $271,739, with proceeds to the Company of $250,000 after the original issue discount.
The Note matures on February 4, 2022, and bears interest at 6%. Eagle has at any time to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the lowest closing bid price of the Company’s common stock during the fifteen trading days ending on the latest complete trading day prior to the date of conversion.
A debt discount $139,943 was recorded for the first tranche, including a derivative liability of $112,204. As of December 31, 2020, $37,981 of the debt discount had been amortized to interest expense. The Company recorded a derivative liability of $109,176 as of December 31, 2020.
A debt discount $131,378 was recorded for the second tranche, including a derivative liability of $103,639. As of December 31, 2020, $17,843 of the debt discount had been amortized to interest expense. The Company recorded a derivative liability of $107,021 as of December 31, 2020.shares.
7. NOTES PAYABLE
With an effective date of April 20, 2020, a loan to the Company was approved under the terms and conditions of the Paycheck Protection Program (“PPP”) of the United States Small Business Administration (“SBA”) and the CARES Act (2020) (H.R. 748) (15 U.S.C. 636 et seq.) ( the(the “Act”) in the amount of $7,583. The loan matures 24 months from inception, bears interest at 1% and had a balance of $7,583 as of December 31, 2020 and June 30, 2020. The loan may be2021. In November 2021, the Company made principal payments totaling $1,659. In December 2021, the remaining principal balance of $5,924 was forgiven pursuant to the provisions of the Act.Act, and the Company recorded a gain of forgiveness of debt for this amount.
In August and September 2020, the Company entered into two agreements for the purchase of digital mining equipment with Wattum Management Inc. resulting in two promissory notes in the principal amounts of $17,822 and $40,000. The notes arewere secured by the equipment purchased and bearbore interest at 10%.
The $17,822 note iswas payable in twelve equal consecutive monthly installments of $1,567 and maturesmatured in September 2021. The note had a principal balance of $13,531$0 and $6,947 as of December 31, 2020.2021 and June 30, 2021, respectively.
The $40,000 note iswas payable in twelve equal consecutive monthly installments of $3,516 and maturesmatured in August 2021. The note had a principal balance of $27,107$0 and $4,623 as of December 31, 2020.2021 and June 30, 2021, respectively.
8. 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 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 C preferred stock are convertible into shares of the Company’s common stock at a conversion price of $0.068 per share.
Each share of the Series C preferred stock is entitled to receive cumulative dividends of 12% per annum, payable monthly and accruing and compounding daily from the date of issuance of the shares. Dividends may be paid in cash or in shares of Series C preferred stock at the discretion of the Company. As of December 31, 2021 and June 30, 2021, the Company accrued Series C preferred stock dividends of $134,430 and $61,098, 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.
| F-14 |
| Table of Contents |
On January 14, 2021, the Company entered into a Securities Purchase Agreement (the “Series C Agreement”) with BHP Capital NY, Inc. (“BHP”), providing for the issuance and sale by the Company and the purchase by BHP of newly designated shares of Series C Convertible preferred stock issued by the Company at a purchase price per share of $1,000. The first closing under the Series C Agreement was held on January 22, 2021, at which the Company sold, and BHP purchased 750 shares of Series C preferred stock for $750,000. The Company received net proceeds of $740,000 after payment of legal fees. The Company also on that date issued 2,000,000 shares of its common stock to BHP as equity incentive shares, which shares were valued at $295,000 based on the closing market price of the Company’s common stock and recorded to accumulated deficit as a deemed dividend.
Effective February 5, 2021, BHP purchased a second tranche consisting of 375,000 shares of Series C preferred stock for $375,000. As an equity incentive to this purchase of Series C preferred stock, the Company issued 1,000,000 shares of the Company’s common stock to BHP, which shares were valued at $89,100 based on the closing market price of the Company’s common stock and recorded to accumulated deficit as a deemed dividend.
In addition to the requirement of the Company to cause a registration statement covering the shares issued to be declared effective by the SEC within 180 days, the Series C Agreement and the terms of the Series C Certificate of Designation contain multiple defined triggering events or events of default that may require the Company to redeem in cash the Series C preferred stock. Such events include, but are not limited to the following: (i) the suspension, cessation from trading or delisting of the Company’s Common Stock on the Principal Market for a period of two (2) consecutive trading days or more; (ii) the failure by the Company to timely comply with the reporting requirements of the Exchange Act (including applicable extension periods); (iii) the failure for any reason by the Company to issue Commitment Shares, Dividends or Conversion Shares to the Purchaser within three trading days; (iv) the Company breaches any representation warranty, covenant or other term of condition contained in the definitive agreements between the parties; (v) the Company files for Bankruptcy or receivership or any money judgment writ, liquidation or a similar process is entered by or filed against the Company for more than $50,000 and remains unvacated, unbonded or unstayed for a period of twenty (20) calendar days; (vi) conduct its business; (vii) the Company shall lose the “bid” price for its Common stock on the Principal Market; (viii) if at any time the Common Stock is no longer DWAC eligible; (ix) the Company must have a registration statement covering the Preferred Shares declared effective by the SEC within one hundred eighty (180) days of the Effective Date hereof; (x) the Company must complete deposits to secure power supply contracts and purchase mining equipment within ninety (90) days from the Effective Date hereof; (xi) the Company shall cooperate and provide the necessary information for the Purchaser to file the appropriate UCC filings to be filed promptly after each of the pieces of mining equipment is purchased as required under section (x) of this section, giving Purchaser a priority lien on any and all said purchased mining equipment; and (xii) any other event specifically listed as an Event of Default under any section in the Transaction Documents.
As of December 31, 2021, and June 30, 2021, 1,125 shares of Series C preferred stock were issued and outstanding and recorded at stated value as mezzanine due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.
Series D Preferred Stock
On February 19, 2021, the Company filed a Certificate of Designation of the Series D Convertible Preferred Stock with the Nevada Secretary of State authorizing the issuance of an aggregate of 4,000 shares of the Series D preferred stock. Each share of Series D preferred stock has a par value of $0.001 per share and a stated value of $1,100 per share. The shares of Series D preferred stock are convertible into shares of the Company’s common stock at a conversion price of $0.30 per share.
Each share of the Series D preferred stock is entitled to receive cumulative dividends of 12% per annum, payable monthly and accruing and compounding daily from the date of issuance of the shares. Dividends may be paid in cash or in shares of Series D preferred stock at the discretion of the Company. As of December 31, 2021 and June 30, 2021, the Company accrued Series D preferred stock dividends of $626,525 and $132,835, respectively.
The Company, at its sole discretion, has the right to redeem all, but not less than all, shares of the Series D preferred stock issued and outstanding upon 5 days’ notice at a defined redemption price. The holders of the Series D preferred stock do not have a right to put the shares to the Company.
The holders of the Series D 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.
| F-15 |
| Table of Contents |
On February 18, 2021, the Company entered into a Securities Purchase Agreement, dated as of February 18, 2021 (the “Series D Agreement”) with BHP providing for the issuance and sale by the Company and the purchase by BHP of shares of Series D preferred stock. At a closing held February 19, 2021, BHP initially purchased 3,000 shares of Series D preferred stock at a price of $1,000 per share for a total purchase price of $3,000,000. Included in the purchase price was a five-year warrant granting BHP the right to purchase up to one hundred percent (100%) warrant coverage, exercisable into shares of the Company’s common stock at a per share $0.60 per share. Warrants exercisable for 11,000,000 common shares were issued.
In addition to the requirement of the Company to cause a registration statement covering the shares issued to be declared effective by the SEC within 180 days, the Series D Agreement and the terms of the Series D Certificate of Designation contain multiple defined triggering events or events of default that may require the Company to redeem in cash the Series D preferred stock. Such events include, but are not limited to the following: (i) the suspension, cessation from trading or delisting of the Company’s Common Stock on the Principal Market for a period of two (2) consecutive trading days or more; (ii) the failure by the Company to timely comply with the reporting requirements of the Exchange Act (including applicable extension periods); (iii) the failure for any reason by the Company to issue Commitment Shares, Dividends or Conversion Shares to the Purchaser within three trading days; (iv) the Company breaches any representation warranty, covenant or other term of condition contained in the definitive agreements between the parties; (v) the Company files for Bankruptcy or receivership or any money judgment writ, liquidation or a similar process is entered by or filed against the Company for more than $50,000 and remains unvacated, unbonded or unstayed for a period of twenty (20) calendar days; (vi) conduct its business; (vii) the Company shall lose the “bid” price for its Common stock on the Principal Market; (viii) if at any time the Common Stock is no longer DWAC eligible; (ix) the Company must have a registration statement covering the Preferred Shares declared effective by the SEC within one hundred eighty (180) days of the Effective Date hereof; (x) the Company must complete deposits to secure power supply contracts and purchase mining equipment within ninety (90) days from the Effective Date hereof; (xi) the Company shall cooperate and provide the necessary information for the Purchaser to file the appropriate UCC filings to be filed promptly after each of the pieces of mining equipment is purchased as required under section (x) of this section, giving Purchaser a priority lien on any and all said purchased mining equipment; and (xii) any other event specifically listed as an Event of Default under any section in the Transaction Documents.
As of December 31, 2021, and June 30, 2021, 3,000 shares of Series D preferred stock were issued and outstanding and recorded as mezzanine due to certain default provisions requiring mandatory cash redemption that are outside the control of the Company.
9. STOCKHOLDERS’ DEFICITEQUITY (DEFICIT)
Preferred Stock
Series A Preferred Stock
On January 25, 2019, the Board of Directors of the Company approved a resolution to increase the number of authorized preferred shares to 20,000,000 shares.
Series A Preferred Stock |
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
In March 2015, the Company filed with the State 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. Holders of the Series A 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. The shares of Series A preferred stock are not convertible into shares of common stock.
The Company has 1,000,000 shares of Series A preferred stock authorized, with 500,000 shares issued and outstanding as of December 31, 20202021 and June 30, 2020,2021, which were issued in March 2015 to members of the Company’s Board of Directors in consideration for services.
| F-16 |
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Series B Preferred Stock
On December 21, 2015, the Company filed a Certificate of Designation for a new Series B convertible preferred stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred Thousand (500,000) shares of the Company’s authorized preferred stock are designated as the Series B 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 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, each issued share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. The holders of the Series B 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. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B 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 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. The number of authorized Series B preferred stock was later increased to 1,000,000 shares.
The Company has 500,000 shares of Series B preferred stock authorized, with 430,000had 752,633 and 727,370 shares issued and outstanding as of December 31, 20202021 and June 30, 2020.2021, respectively.
SteveIn April 2019, Mr. Rubakh President of the Company, is issuedconverted 30,000 shares of Series B preferred stock as partinto 3,000,000 shares of his compensation arrangement. The numbercommon stock of shares issued, generally on a quarterly basis, isthe Company, recorded at the discretionpar value of the Boardcommon stock issued. In February 2020, Mr. Rubakh returned 3,000,000 shares of Directors. Nothe Company’s common stock and was issued 30,000 shares of the Company’s Series B preferred stock which were previously surrendered in the April 2019 conversion. The common shares were canceled, and the transaction was recorded at the par value of the common and Series B preferred stock.
In August 2021, Mr. Rubakh converted 24,737 shares of Series B preferred stock wereinto 2,473,700 shares of common stock in a transaction recorded at the par value of the shares.
In October 2021, the Company issued to Mr. Rubakh during50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $1,880,000, using the six months ended December 31, 2020closing market price of the Company’s common stock of $0.37 on the date of issuance. 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 general and 2019.administrative expenses in the accompanying statements of operations.
Common Stock
On August 13, 2020,January 25, 2019, the Board of Directors of the Company approved a resolution to increase the number of authorized common shares to 750,000,000.250,000,000. The Company had 133,065,283205,146,592 and 103,164,460194,487,662 common shares issued and outstanding as of December 31, 20202021 and June 30, 2020,2021, respectively.
During the six months ended December 31, 2021, the Company issued a total of 10,658,930 shares of its common stock: 2,473,700 shares issued in conversion of Series B preferred stock recorded at par value of $2,474; 8,000,000 shares for common stock payable of $5,480,000 and 185,230 shares for services valued at $40,733.
During the six months ended December 31, 2020, the Company issued a total of 29,900,823 shares of its common stock in conversion of $339,833 note principal, $18,103 accrued interest payable, and $5,000 in fees, resulting in the extinguishment of derivative liabilities totaling $141,749. No gain or loss was recorded as the conversions were completed within the terms of the debt agreements.
During the six months ended December 31, 2019,Common Stock Payable
As of June 30, 2021, the Company issuedwas obligated to issue a total of 35,931,5458,000,000 shares of its common stock:stock to two consultants and recorded a common stock payable of $5,480,000, based on the market value of the common shares on the date of the consulting agreements. In July 2021, the Company issued 8,000,000 shares valued at $479,800 were issued pursuant to a Preferred Stock Asset Agreement entered into on May 21, 2019 and a total of 27,931,545 shares valued at $544,849 were issuedits common stock in conversionsatisfaction of $523,151 note principal, $11,653 accrued interest payable, $2,500 in fees and loss on conversion of debt of $14,760, resulting in the extinguishment of derivative liabilities totaling $228,840.this obligation.
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10. WARRANTS
As discussed in Note 8, the Company issued warrants in February 2021 to purchase 11,000,000 shares of its common stock in connection with the sale of Series D preferred stock. The Company also issued warrants to purchase 30,000,000 shares of its common stock in April 2021 in connection with the sale of common stock.
A summary of the Company’s warrants as of December 31, 2021, and changes during the six months then ended is as follows:
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Outstanding as of June 30, 2021 |
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| $ | 0.30 |
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Granted |
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Outstanding and exercisable as of December 31, 2021 |
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| 41,000,000 |
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| $ | 0.30 |
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The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on the closing price of our common stock of $0.17 as of December 31, 2021, which would have been received by the holders of in-the-money warrants had the holders exercised their warrants as of that date.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)
9.11. 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.
Operating Leases
As of December 31, 2021, 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.
PetaWatt Power Purchase Agreement
Power Supply and Purchase Agreement
TheIn May 2019, the Company has consolidated itits then cryptocurrency operations in one facility in Carthage, New York.TheYork. The Carthage power supply and purchase agreement with PetaWatt Properties, LLC (“PetaWatt”) was entered into on May 10, 2019 for an initial term of 90 days, with an option to continue the agreement for a subsequent 36 months, which option the Company has exercised. 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. This agreement was superseded on May 7, 2021 with a new Lease, Hosting, and Energy Services Agreement with PetaWatt.
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Lease, Hosting, and Energy Services Agreement
On May 7, 2021, the Company and PetaWatt entered into a Lease, Hosting and Energy Services Agreement for the Carthage, New York facility for a period of 36 months. 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 agreement may also be expanded to include up to 7 mobile mining containers. The Company made a prepayment of $300,000 upon signing the agreement, to be drawn down with monthly invoices submitted to the Company by PetaWatt. As of December 31, 2020,2021 and June 30, 2021, the Company had no obligation for future lease payments under non-cancelable operating leases.remaining prepayment balance was $8,376 and $193,870, respectively, which amounts were included in prepaid expenses and other current assets in the accompanying balance sheet.
10. DERIVATIVE LIABILITIESCompute North 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. The Company has issued convertible notes payable, warrants and Series B preferred stock with put back rights and has entered into exchange and subscription agreements that contain certain provisions that have been identified as derivatives. The Company has determined thatsubmits Order Forms to Compute North to determine the location of the hosted facilities, the number of common shares to be issued under these agreements is indeterminate; therefore,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 agreement also provides the Company concluded that the equity environment is taintedoption to purchase cryptocurrency mining equipment from Compute North. The initial Order form was for 425 miners in Kearney, Nebraska for a term of 3 years and all additional warrants, stock options convertible debt and obligations to issue common shares are included250 miners in Savoy, Texas for a term of 3 years. The parties subsequently consolidated the cryptocurrency mining operations in the valueKearney, Nebraska facility. The Company’s ongoing obligation under the agreement to pay monthly a contractual rate per kilowatt hour of derivative liabilities.
The Company estimates the fair value of the derivative liabilities at the issuance date and at each subsequent reporting date, using a multinomial lattice model simulation. The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes.
During the six months ended December 31, 2020, we had the following activityelectricity consumed in our derivative liabilities:
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Derivative liabilities at June 30, 2020 |
| $ | 163,664 |
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| $ | 1,170 |
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Addition to liabilities for new debt |
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| 258,460 |
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Decrease due to conversions/assignments |
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Change in fair value |
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Derivative liabilities at December 31, 2020 |
| $ | 242,800 |
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| $ | 1,833 |
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| $ | 244,633 |
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Key inputs and assumptions used in valuing the Company’s derivative liabilities as of December 31, 2020 are as follows:
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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.
cryptocurrency mining operations. Nebraska operations commenced in September 2021.
Integrated Ventures, Inc.
Notes to Condensed Financial Statements
Six Months Ended December 31, 2020
(Unaudited)Tioga Property Lease and Power Purchase Agreement
11. DIGITAL CURRENCY THEFT LOSS
DuringOn December 15, 2021, the six months ended December 31, 2019, we incurredCompany and Tioga Holding, LLC entered into a digital currency theft lossProperty Lease and Power Purchase Agreement for the use by the Company of $33,037 wherefacilities located in Tioga, Pennsylvania. The Company’s is obligated to pay a hacker obtained unauthorized access to our online digital currency processing service and transferred digital currencies outmonthly base rent of our account. The theft loss has been included as an other expense$2,500 per month plus a contractual rate per kilowatt hour of electricity consumed in the accompanying statementCompany’s cryptocurrency mining operations. The term of the agreement is 36 months. Mining operations for the six months ended December 31, 2019.commenced in February 2022.
12. SUBSEQUENT EVENTS
Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:
Series C Preferred Stock
Effective January 14, 2021, the Company filed a Certificate of Designation (“Certificate of Designation”) of the Series C Convertible Preferred Stock with the Nevada Secretary of State. The Company has authorized the issuance of an aggregate of 3,000 shares of the Series C Preferred Stock and at a closing held January 22, 2021, 750 shares of Series C Preferred Stock were issued pursuant to a Securities PurchaseService Agreement (see below) to the Holder. The Certificate of Designation was amended January 21, 2021 by the filing of an Amendment thereto with the Nevada Secretary of State restating the Certificate of Designation as amended thereby. The Company has agreed to file a Registration Statement with the SEC with respect to the Series C Preferred Stock and to have that Registration Statement declared effective within 180 days of February 22, 2021.
The number of authorized shares of the Series C Convertible Preferred Stock (the “Series C Preferred Stock”) authorized pursuant to the Certificate of Designation, as amended, is 3,000. 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 C Preferred Stock are convertible into shares of the Company’s common stock at a conversion price per share equal to $0.068 per share.
The holders of the Series C Preferred Stock shall have the right to vote together with holders of common ztock, 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.
Securities Purchase Agreements
On January 14, 2021,25, 2022, the Company and Bitkern Consulting, Inc. (“Bitkern”) entered into a Securities Purchaseconfidential Services Agreement (the “Agreement”) with BHP Capital NY, Inc. (“BHP”), providing for the issuanceCompany’s Tioga, Pennsylvania mining operations. Bitkern is to provide management of schedules of deliveries of mining equipment; receive and saleinstall mining equipment; install mining software, as needed, and maintain the mining equipment after installation. The agreement shall remain in effect for an indefinite period until terminated by either party in accordance with terms of the agreement. The Company is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. Other costs of repairs and maintenance incurred by Bitkern, including materials and subcontractors, will be reimbursed by the Company and the purchase by BHP of newly designated shares of Series C Convertible Preferred Stock issued by the Company. Under the Agreement, the purchase price per share of Series C Convertible Preferred Stock is $1,000. The first closing under the Agreement was held on January 22, 2021, at which the Company sold, and BHP purchased 750 shares of Series C Preferred Stock for $750,000. The Company received net proceeds of $740,000 after payment of legal fees. The Company also on that date issued 2,000,000 shares of its common stock BHP as equity incentive shares.
Pursuant to a second Securities Purchase Agreement effective February 5, 2021, BHP purchased a second tranche consisting of 375,000 shares of Series C Preferred Stock for $375,000. As an equity incentive to this purchase of Series C Preferred Stock, 1,000,000 shares of the Company’s common stock were issued to BHP.
Common Stock Issuances
Subsequent to December 31, 2020, the Company issued a total of 17,368,060 shares of its common stock in the conversion of $348,739 convertible note principal, $7,278 accrued interest and $300 of conversion fees. As a result, the July 6, 2020 convertible note payable to JSJ with an original principal balance of $77,000 and the first tranche of a convertible note payable to Eagle with an original principal balance of $271,739 were extinguished in full. See Note 6.
Effective January 19, 2021, the Company issued 216,616 shares of its common stock to a consultant for services valued at $24,261, based on the closing market price of the common stock on the date of the agreement.
Purchases of Cryptocurrency Mining Equipment
Subsequent to December 31, 2020, the Company purchased a total of 136 digital currency miners for a total purchase price of $435,964. Once the miners are delivered, installed and old miners replaced, the Company will have a total of 552 digital currency miners in operation.
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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS
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” 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 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” 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 known and unknown 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 mightmay cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and2021and 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 MayJuly 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. The Company also purchases certain digital currencies for short-term investment purposes. rigs. Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.
Financial
We have consolidatedOn November 22, 2017, we successfully launched our cryptocurrency operations, and revenues commenced from cryptocurrency mining operations and from sales of cryptocurrency mining equipment. As of December 31, 2021, the Company owned and operated a total of approximately 1,267 miners in facility,two locations that mine Bitcoin, Litecoin, ZCash and Ethereum. In addition, as of December 31, 2021, the Company had approximately 1,979 miners with a delivered cost of $5,913,470 available for mining operations in a new Pennsylvania location. Management anticipates the Pennsylvania operations will commence the end of February 2022. As of December 31, 2021, the Company had paid deposits totaling $5,464,151 (net of Wattum reimbursements and deliveries) for additional miners and two mobile mining containers.
The Company’s forward looking business plan is focused on: (1) raising capital to purchase new mining equipment; (2) rotating and upgrading mining equipment; (3) expansion of power capacity; and (4) launching cryptocurrency mining operations in new locations.
Financial
As of December 31, 2021, we operated our cryptocurrency mining operations in two hosted facilities located in Carthage, New York.York and Kearney, Nebraska. The hosting and power supply and purchase agreement was entered into on May 10, 2019agreements for an initial term of 90 days, with an option to continue for a subsequent 36 months, which optionthe two facilities require the Company has exercised. The Company’s sole obligation under the Agreement is to pay the PetaWatt Properties, LLC,monthly a contractual rate per kilowatt hour of electricity consumed byin the Company’s cryptocurrency mining operations.
Subsequent to December 31, 2020, the Company purchased a total of 136 digital currency miners for a total purchase price of $435,964. Once the miners are delivered, installed and old miners replaced, the Company will have a total of 552 digital currency miners in operation, consisting of the following:.
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Revenues from our cryptocurrency mining operations were $135,888$2,076,298 and $126,014$135,888 for the three months ended December 31, 2021 and 2020, respectively, and 2019$3,116,369 and $203,225 and $233,479 for the six months ended December 31, 20202021 and 2019,2020, respectively. Revenues from the sales of usedcryptocurrency mining equipment were $471,593 and parts were $46,232 and $8,287 for the three months ended December 31, 20202021 and 2019June 30, 2021, respectively, and $61,122$1,346,610 and $9,663$61,122 for the six months ended December 31, 20202021 and 2019, respectively.June 30, 2021.
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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.Weoperations. 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 (netnet of transaction costs) and mark our portfolio of cryptocurrencies to market at the end of each quarterly reporting period, reporting unrealized gains or losses on the digital currencies.costs. As of December 31, 2020,2021, our digital currencies at market valuecost totaled $123,980$460,487 and were comprised primarily of LINK (Chainlink),multiple denominations, primarily Bitcoin (BTC), and Ethereum (ETH), Quant (QNT) and Avalanche (AVAX).
WeHistorically, we have funded our operations primarily from cash generated from our digital currency mining operations and proceeds from convertible notes payable.payable and preferred stock. During the six months ended December 31, 20202021, we received proceedsgenerated sufficient cash flow from convertible notes payableoperations and from the sale of $563,000. We also funded the purchase of cryptocurrency mining equipment through short-term installmentdigital currencies, and did not incur additional debt totaling $57,822.or issue securities for cash.
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.
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.
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, escalating prices of mining equipment 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.
FINANCIAL OPERATIONS REVIEW
In November 2017, revenues commenced from our cryptocurrency mining operations and from sales of cryptocurrency mining equipment. Prior to that date, revenues were generated substantially from the now discontinued Ambulance services, which we have discontinued to focus on new revenue sources. Financial Operations Review
We are incurring increased costs as a resultbecause of being a 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 and warrants,Series B preferred stock, 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 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.
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To operate our digital currency mining facilities and to fund future operations, we will need tomust 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, 20202021 COMPARED TO THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 20192020
Revenues
Our cryptocurrency mining revenues increased to $2,076,298 in the three months ended December 31, 2021 from $135,888 in the three months ended December 31, 2020 from $126,014and increased to $3,116,369 in the threesix months ended December 31, 2019. This increase in revenues resulted primarily2021 from the Company replacing under-performing, non-serviceable mining equipment during the current fiscal year with new more efficient equipment.
On a year-to-date basis, our crypto currency mining revenues decreased to $203,225 in the six months ended December 31, 2020 from $233,479 in the six months ended December 32, 2019. The2020. This increase in revenues resulted primarily from replacing mining equipment were offset by a reduction inhigher prices of BTC and the Company’s successful efforts to raise capital to purchase more efficient and profitable mining revenue reward ratesequipment. In addition, we expanded our cryptocurrency mining operations to a second location in the current fiscal year.Kearney, Nebraska.
We also have revenues from the sale of cryptocurrency mining unitsequipment that have been assembledeither newly purchased or refurbished for resale and the sale of spare parts.resale. Such sales totaled $46,232$471,593 and $8,287$46,232 in the three months ended December 31, 2021 and 2020, respectively, and 2019totaled $1,346,610 and $61,122 and $9,663 in the six months ended December 31, 20202021 and 2019,2020, respectively. The increase in sales of unused equipment and partsin the current year was due primarily to the replacementthree sales of under-performing, non-serviceable mining equipment during the current fiscal year with new more efficient equipment.miners to non-related customers. Sales of equipment and parts will fluctuate from period to period depending on equipment available to us to sell and the current retail demand for our model of cryptocurrency mining units and parts.
units.
Cost of Revenues
Cost of revenues was $163,046$811,398 and $263,760$163,046 in the three months ended December 31, 2021 and 2020, respectively, and 2019$1,884,341 and $352,057 and $492,219 in the six months ended December 31, 20202021 and 2019,2020, respectively. The decreaseincrease in cost of revenues in the current fiscal year is due primarily to: increased cryptocurrency mining revenues, expansion to a decrease intwo operating locations and increased depreciation and amortization expense. Expenses associated with running our cryptocurrency mining operations, such as equipment depreciation and amortization, operating supplies, utilities, and consulting services are recorded as cost of revenues. Also included in cost of revenues are the costs of purchasing or assembling the cryptocurrency mining units sold. We reported a gross profit on revenues of $1,736,493 and $19,074 in the three months ended December 31, 2021 and 2020, respectively. For the six months ended December 31, 2021 we reported a gross profit of $2,578,638 and reported a gross loss of $87,710 in the six months ended December 31, 2020. Previously inIn prior year periods, we have reported a gross loss on revenues primarily due to lower revenues, high utility costs and a conservative, short useful life for mining equipment depreciation and amortization.
Operating Expenses
Our operating expenses have generally remained constant Higher cryptocurrency mining revenues in the current fiscal year comparedresulting from higher BTC market pricing, the implementation of more efficient mining equipment and the increase in the number of miners purchased also contributed to the prior fiscal year. gross profit on revenues.
Operating Expenses
Our general and administrative expenses increased to $2,068,358 in the three months ended December 31, 2021 from $92,028 in the three months ended December 31, 2020 from $87,1402020. Our general and administrative expenses increased to $2,279,737 in the threesix months ended December 31, 2019 and decreased to2021 from $191,745 in the six months ended December 31, 2020 from $194,5252020. The increase resulted primarily from: (1) increased executive compensation, including non-cash related party stock based compensation expense of $1,880,000, and (2) tech support to manage increased levels of cryptocurrency mining operations.
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We incurred non-cash, related party stock-based compensation expense of $1,880,000 in the three months and six months ended DeemberDecember 31, 2019. Fluctuations in operating expenses from period2021. In October 2021, the Company issued to period result primarily from changes in consulting and professional fees and travel expenses.Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $1,880,000, using the closing market price of the Company’s common stock of $0.37 on the date of issuance. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock.
Other Income (Expense)
Our other income (expense) was comprised of the following:
|
| Three Months Ended |
|
| Six Months Ended |
| ||||||||||
|
| 2020 |
|
| 2019 |
|
| 2020 |
|
| 2019 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
| $ | (89,742 | ) |
| $ | (181,450 | ) |
| $ | (190,614 | ) |
| $ | (482,737 | ) |
Realized gain (loss) on digital currencies |
|
| (40,474 | ) |
|
| (2,235 | ) |
|
| 47,901 |
|
|
| (5,596 | ) |
Unrealized gain on digital currencies |
|
| 6,197 |
|
|
| - |
|
|
| 3,676 |
|
|
| - |
|
Loss on disposition of property and equipment |
|
| - |
|
|
| - |
|
|
| (207,281 | ) |
|
| - |
|
Change in fair value of derivative liabilities |
|
| (3,110 | ) |
|
| 9,087 |
|
|
| 36,912 |
|
|
| 850,823 |
|
Loss on conversion of debt |
|
| - |
|
|
| (7,215 | ) |
|
| - |
|
|
| (14,760 | ) |
Digital currency theft loss |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (33,037 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
| $ | (127,129 | ) |
| $ | (181,813 | ) |
| $ | (309,406 | ) |
| $ | 314,693 |
|
|
| Three Months Ended December 31 |
|
| Six Months Ended December 31, 2021 |
| ||||||||||
|
| 2021 |
|
| 2020 |
|
| 2021 |
|
| 2020 |
| ||||
Interest expense |
| $ | (80 | ) |
| $ | (89,742 | ) |
| $ | (462 | ) |
| $ | (190,614 | ) |
Realized gain (loss) on sale of digital currencies |
|
| (189,240 | ) |
|
| (34,277 | ) |
|
| 527,833 |
|
|
| 51,577 |
|
Gain on forgiveness of debt |
|
| 5,924 |
|
|
| - |
|
|
| 5,924 |
|
|
| - |
|
Loss on disposition of property and equipment |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (207,281 | ) |
Change in fair value of derivative liabilities |
|
| - |
|
|
| (3,110 | ) |
|
| - |
|
|
| 36,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
| $ | (183,396 | ) |
| $ | (127,129 | ) |
| $ | 533,295 |
|
| $ | (309,406 | ) |
TheDuring our fiscal year ended June 30, 2021, our lenders completed the full conversion of our convertible notes payable, resulting in a substantial decrease in our interest expense in the three months and six months ended December 31, 2020, whichcurrent fiscal year. Our interest expense includes the amortization of debt discount and original issue discount resultedfor our convertible notes payable. These amounts vary from multiple conversionsperiod to period depending on the timing of notes payable in fullnew borrowings and the conversion of the debt to common stock duringby the current fiscal year, partially offset by interest expense on new debt. In addition, the amortization of debt discount to interest expense was significantly less in the current fiscal year.lenders.
In the current fiscal yearWhen funds are available and market conditions allow, we have significantly increasedalso invest in certain denominations of cryptocurrencies to complement our investing efforts in digital currencies.mining operations. In addition to the currencies received as compensation for our mining services, during the six months ended December 31, 2021, we purchased various digital currencies totaling $2,939,468$1,884,416 and also converted currencies from one denomination to another based on our assessment of market conditions for each respective currency. The market valuevalues of individual currency denominations continually fluctuatesfluctuate, and the fluctuations may be material from day to day. During the six months ended December 31, 2021, we received total proceeds of $5,421,314 from the sale of digital currencies and incurred transactions fees totaling $107,863, which were deducted from the gain realized of $635,696. During the six months ended December 31, 2020, we received total proceeds of $3,243,219 from the sale of digital currencies and incurred transactions fees totaling $77,624, which arewere deducted from the gain orrealized of $129,201. We realized a loss realized. Weon sale of digital currencies of $189,240 and $34,277 in the three months ended December 31, 2021 and 2020, respectively, and realized a gain on sale of digital currencies of $47,901, after deducting transaction costs,$527,833 and $51,577 in the six months ended December 31, 2020. We realized losses on digital currencies, after deducting transaction costs, of $40,4742021 and $2,235 in the three months ended December 31, 2020, and 2019, respectively, and $5,596 in the six months ended December 31, 2019 as we experienced the negative impact of fluctuating market values. .
respectively.
We record our investment in digital currencies at market value. Changes in the fair value of digital currencies during the period are recorded as unrealized gains or losses in other income (expense). As of December 31,In April 2020, the market valueCompany received loan proceeds of digital currencies exceeded$7,583 under the Company’s cost basis by $3,676, whichterms and conditions of the Paycheck Protection Program (“PPP”). The loan was to mature 24 months from inception and bore interest at 1% per annum. In November 2021, the Company made PPP loan principal payments totaling $1,659. In December 2021, the remaining principal balance of $5,924 was forgiven pursuant to the provisions of the Act, and the Company recorded a gain of forgiveness of debt for this amount is recorded as unrealized gain on digital currencies for the six months ended December 31, 2020. As a result we also reported an unrealized gain on digital currencies of $6,197 in the three months ended December 31, 2020. We reported no unrealized gains or losses in the three months and six months ended December 31, 2019.2021. No gain on forgiveness of debt was reported for the three and six months ended December 31, 2020.
During the six months ended December 31, 2020, we disposed of and wrote off non-serviceable, defective mining equipment with a net book value of $207,281. The equipment disposed of was replaced during the period with new, more efficient mining equipment. We did not report anyreported no loss on disposition of property and equipment during the three months ended December 31, 2021 and 2020 and 2019 or the six months ended December 31, 2019.2021.
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During the year ended June 30, 2021, all convertible notes payable and other equity instruments with provisions identified as derivatives were extinguished through conversion to common shares and all related derivative liabilities were settled. As a result, we reported no gain or loss from change in fair value of derivative liabilities in the three months and six months ended December 31, 2021. In the three months ended December 31, 2020, we reported a loss from change in fair value of derivative liabilities of $3,110 and reported a gain from change in fair value of derivative liabilities of $36,912 in the six months ended December 31, 2020. We estimate the fair value of the derivatives associated with our convertible debt, options, warrants and other contracts using, as applicable, either the Black-Scholes pricing model 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. TheseSince these inputs are subject to significant changes from period to period and to management’s judgment; therefore,judgment, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.
TheNet Income (Loss)
As a result, we reported net losses on extinguishment of debt of $7,215$515,261 and $200,083 in the three months ended December 31, 20192021 and $14,7602020, respectively. We reported net income of $832,196 in the six months ended December 31, 2019 resulted from conversion2021 and a net loss of convertible notes to common stock where$588,861 in the conversion terms were outside the related agreements. We did not report any gain or loss on extinguishment of debt during the three months or six months ended December 31, 2020.
During the six months ended December 31, 2019, we incurred a digital currency theft loss of $33,037 where a hacker obtained unauthorized access to our online digital currency processing service and transferred digital currencies out of our account.
Net Loss
As a result, we reported a net loss of $200,083 and $398,412 for the three months ended December 31, 2020 and 2019 and $588,861 and $128,909 for the six months ended December 31, 2020 and 2019, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Overview
As of December 31, 2020,2021, we had total current assets of $56,302,$170,405, including cash of $53,052,$155,729 and prepaid expenses and other current assets of $14,676. As of December 31, 2021, we had total current liabilities of $558,292, resulting in a working capital deficit$586,955, including accrued preferred stock dividends of $501,990. Included in current liabilities$460,955. We had total stockholders’ equity of $11,450,789 as of December 31, 2020 are derivative liabilities totaling $244,633, which we do not anticipate will require the payment of cash2021 compared to settle. In addition, we had a total stockholders’ deficitequity of $193,779$8,964,882 as of December 31, 2020.June 30, 2021.
Sources and Uses of Cash
We have funded our operations primarily fromused net cash generated from our digital currency mining operations, gains on sale of digital currencies and proceeds from convertible notes payable. During$32,483 in operating activities in the six months ended December 31, 2020, we received net proceeds from convertible notes2021 as a result of non-cash gains of $533,757, increase in digital currencies of $3,116,369 and decreases in accounts payable of $563,000. We also funded the purchase$33,086, accrued expenses of cryptocurrency mining equipment through short-term installment debt$3,083 and due to related party of $6,941, partially offset by our net income of $832,196, non-cash expenses totaling $57,822.
Sources$2,645,613 and Usesdecrease in prepaid expenses and other current assets of Cash$182,944.
We used net cash in operations of $421,947 in the six months ended December 31, 2020 as a result of our net loss of $588,861, non-cash gains totaling $88,489, increases in digital currencies of $219,853 and decreases in accounts payable of $84,986 and due to related party of $13,252, partially offset by non-cash expenses totaling $551,104 and increase in accrued expenses of $22,390.
We used net cash in operations of $357,352 inDuring the six months ended December 31, 2019 as a result2021, we used net cash in investing activities of our net loss$1,896,096, comprised of $128,909, non-cash gainthe increase in equipment deposits of $850,823, increase in$5,426,212, purchase of digital currencies of $232,722$1,884,416 and decrease in accounts payablepurchase of $4,306,property and equipment of $6,782, partially offset by non-cash expenses totaling $801,440net proceeds from the sale of digital currencies of $5,421,314. We transferred mining equipment with a total cost of $7,625,326 from equipment deposits to property and increases in accrued expenses of $30,157 and due to related party of $27,811.equipment during the six months ended December 31, 2021.
During the six months ended December 31, 2020, we used net cash in investing activities of $77,492, comprised of the purchase of digital currencies of $2,939,468 and the purchase of property and equipment of $381,243, partially offset by proceeds from the sale of digital currencies of $3,243,219.
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| Table of Contents |
During the six months ended December 31, 2019,2021, we hadused net cash provided by investingin financing activities of $58,765$13,229, comprised of net proceeds from the salerepayment of investments of $176,719, partially offset by the purchase of property and equipment of $117,954.notes payable.
During the six months ended December 31, 2020, we had net cash provided by financing activities of $545,816 comprised of proceeds from convertible notes payable of $563,000, partially offset by repayment of notes payable of $17,184.
During the six months ended December 31, 2019, we had net cash provided by financing activities of $325,500 comprised of proceeds from convertible notes payable.
We will have tomust raise additional funds to successfully operate our digital currency mining operations, purchase equipment and expand our operations to fund our operating expenses. We will have tomultiple facilities. The Company may need to: (1) borrow money from shareholders orshareholders; (2) issue debt or equity or (3) or enter into a strategic financial arrangement with a third party. There can be no assurance that additional capital will be available to us.
Subsequent FundingGoing Concern
On January 14,Prior to the six months ended December 31, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with BHP Capital NY, Inc. (“BHP”), providing for the issuance and sale by the Company and the purchase by BHP of newly designated shares of Series C Convertible Preferred Stock issued by the Company. Under the Agreement, the purchase price per share of Series C Convertible Preferred Stock is $1,000. The first closing under the Agreement was held on January 22, 2021, at which the Company sold, and BHP purchased 750 shares of Series C Preferred Stock for $750,000. The Company received net proceeds of $740,000 after payment of legal fees. The Company also on that date issued 2,000,000 shares of its common stock BHP as equity incentive shares.
Pursuant to a second Securities Purchase Agreement effective February 5, 2021, BHP purchased a second tranche consisting of 375,000 shares of Series C Preferred Stock for $375,000. As an equity incentive to this purchase of Series C Preferred Stock, 1,000,000 shares of the Company’s common stock were issued to BHP.
Going Concern
The Company has reported recurring operatingnet losses since its inceptionfrom operations and used net cash in operating activities of $421,947 in the six months ended December 31, 2020.activities. As of December 31, 2020,2021, the Company had an accumulated deficit of $22,653,843 and a total stockholders’ deficit of $193,779.$44,510,922. These conditions raise substantial doubt about the 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 and maintain a successful level of operations is dependent on the execution of 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.
Current and Future Impact of Covid-19COVID-19
The Covid-19COVID-19 pandemic continues to have a material negative impact on capital markets. 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. We believe that the impact on capital markets of Covid-19COVID-19 may make it more costly and more difficult for us to access these sources of funding.
SIGNIFICANT ACCOUNTING POLICIES
Our significant accounting policies are disclosed in Note 2 to ourthe accompanying condensed 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, 2020.2021. The following is a summary of those accounting policies that involve significant estimates and judgment of management.
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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Digital Currencies
Digital currencies consist mainly of Bitcoin, Litecoin, ZCash and Ethereum, generally received for the Company’s own account as compensation for cryptocurrency mining services, and Chainlink 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 these digital currencies as indefinite-lived intangible assets in accordance with Accounting Standards Update (“ASU”) 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, net of transaction costs, are included in other income (expense) in the statements of operations. Changes in the fair value of digital currencies during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations. As of December 31, 2020, the market value of digital currencies exceeded the Company’s cost basis by $3,676, which amount is recorded as unrealized gain on digital currencies for the six months ended December 31, 2020. The Company had a realized gainlosses on the sale of digital currencies of $47,901$189,240 and $34,277 in the three months ended December 31, 2021 and 2020, respectively and realized gains on sale of digital currencies of $527,833 and $51,577 in the six months ended December 31, 2020.
2021 and 2020, respectively. Cryptocurrency mining revenues were $2,076,298 and $135,888 in the three months ended December 31, 2021 and 2020, respectively, and $3,116,369 and $203,225 in the six months ended December 31, 2021 and 2020, respectively.
Property and Equipment
Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction(digital 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, 2020, the Company discontinued the use of damaged or non-serviceable mining equipment and wrote off its net book value of $207,281 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 resultbecause 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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Derivatives
As of December 31, 2021, and June 30, 2021, 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 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.
Where the number of warrants or common shares to 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, common stock issuable pursuant to a Series B preferred stock Exchange Agreement and a stock subscription payable using, as applicable, either the Black-Scholes pricing model 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 months or six monthsperiods ended December 31, 20202021 and 2019.2020.
Fair Value of Financial Instruments
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. As of December 31, 2020 and June 30, 2020, the amounts reported for cash, prepaid expenses and other current assets, accounts payable, accrued expenses, due to related party and notes payable approximate fair value because of their short maturities.
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:
|
| |
|
| |
|
|
Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:
|
| Total |
|
| Level 1 |
|
| Level 2 |
|
| Level 3 |
| ||||
December 31, 2020: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative liabilities |
| $ | 244,633 |
|
| $ | - |
|
| $ | - |
|
| $ | 244,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value |
| $ | 244,633 |
|
| $ | - |
|
| $ | - |
|
| $ | 244,633 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2020: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Derivative liabilities |
| $ | 164,834 |
|
| $ | - |
|
| $ | - |
|
| $ | 164,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities measured at fair value |
| $ | 164,834 |
|
| $ | - |
|
| $ | - |
|
| $ | 164,834 |
|
Stock-Based Compensation
The Company 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 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 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
Effective July 1, 2018, we adoptedWe recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers as amended, using the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. There was no cumulative effect of adopting the new standard and no impact on our financial statements. The new. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. 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 currently consist of cryptocurrency mining revenues and revenues from the sale of cryptocurrency mining equipment 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, Litecoin, ZCash and Ethereum. 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 related cryptocurrency on the date of 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 a blockchain and the award of a 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 change in the Company’s financial statements.
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Other Agreements
On January 25, 2022, the Company and Bitkern Consulting, Inc. (“Bitkern”) entered into a confidential Services Agreement for the Company’s Tioga, Pennsylvania mining operations. Bitkern is to: provide management of schedules of deliveries of mining equipment; receive and install mining equipment; install mining software, as needed, and maintain the mining equipment after installation. The agreement shall remain in effect for an indefinite period until terminated by either party in accordance with terms of the agreement. The Company is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. Other costs of repairs and maintenance incurred by Bitkern, including materials and subcontractors, will be reimbursed by the Company.
OFF BALANCE SHEET ARRANGEMENTS
TheOperating Leases
As of June 30, 2021, the Company had no obligation for future lease payments under non-cancelable operating leases. However, the Company has entered into two 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.
PetaWatt Power Purchase Agreement
Power Supply and Purchase Agreement
In May 2019, the Company consolidated itits then cryptocurrency operations in one facility in Carthage, New York. The Carthage leasepower supply and power purchase agreement with PetaWatt Properties, LLC (“PetaWatt”) was entered into on May 10, 2019 for an initial term of 90 days, with an option to continue the leaseagreement for a subsequent 36 months, which option the Company has exercised. The Company’s sole obligation under the leaseagreement is to pay the lessormonthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. This agreement was superseded on May 7, 2021 with a new Lease, Hosting, and Energy Services Agreement with PetaWatt.
We currently have noLease, Hosting, and Energy Services Agreement
On May 7, 2021, the Company and PetaWatt entered into a Lease, Hosting and Energy Services Agreement for the Carthage, New York facility for a period of 36 months. 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 agreement may also be expanded to include up to 7 mobile mining containers. The Company made a prepayment of $300,000 upon signing the agreement, to be drawn down with monthly invoices submitted to the Company by PetaWatt. As of December 31, 2021 and June 30, 2021, the remaining prepayment balance was $8,376 and $193,870, respectively, which amounts were included in prepaid expenses and other material off-balance sheet arrangements that have or are reasonably likelycurrent assets in the accompanying balance sheet.
Compute North 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. The Company submits Order Forms to haveCompute 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 agreement also provides the Company the option to purchase cryptocurrency mining equipment from Compute North. The initial Order form was for 425 miners in Kearney, Nebraska for a current or future material effect on our financial condition, changesterm of 3 years and 250 miners in financial condition, revenues or expenses, resultsSavoy, Texas for a term of 3 years. The parties subsequently consolidated the cryptocurrency mining operations liquidity, capital expenditures or capital resources.in the Kearney, Nebraska facility. 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. Nebraska operations commenced in September 2021.
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Tioga Property Lease and Power Purchase Agreement
On December 15, 2021, the Company and Tioga Holding, LLC (“Tioga”) entered into a Property Lease and Power Purchase Agreement. Under the agreement, the Company will lease 12,134 square feet of aa building in Tioga, Pennsylvania (“Premises”). The term of the agreement is 36 months ending on December 15, 2024. The Company has right to terminate the agreement under certain circumstances, and may assign or sublet the Premises if Tioga provides prior written consent. The Company is to pay a base rent of $2,500 plus a monthly contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. Mining operations commenced in February 2022. This agreement is qualified in its entirety by the agreement attached as an exhibit hereto and is incorporated herein by reference.
Equipment Purchase Agreements
Bitmain Agreement
On April 12, 2021, we entered into a Non-fixed Price Sales and Purchase Agreement with Bitmain Technologies Limited (“Bitmain”) (the “Bitmain Agreement”) to purchase from Bitmain cryptocurrency mining hardware and other equipment in accordance with the terms and conditions of the Bitmain Agreement. Bitmain is scheduled to manufacture and ship miners on monthly basis, in 12 equal batches of 400 units, starting in August 2021 and through July 2022. The Purchase Agreement remains in effect until the delivery of the last batch of products. The total purchase price was approximately $34,047,600, subject to price adjustments and related offsets. The total purchase price is payable as follows: (i) 25% of the total purchase price is due upon the execution of the Agreement or no later than April 19, 2021; (ii) 35% of the total purchase price, is due by May 30, 2021; and (iii) the remaining 40% of the total purchase price, is payable monthly starting in June 2021.
The Company entered into a separate agreement with Wattum Management, Inc. {“Wattum”), a non-related party, whereby Wattum agreed to share 50% of the purchase obligation under the Bitmain Agreement, including reimbursing the Company for 50% of the equipment deposits paid by the Company to Bitmain.
As of December 31, 2021, and June 30, 2021, equipment deposits totaled $5,464,151 and $7,663,265, respectively, including $5,301,441 and $6,554,190 paid to Bitmain under the Bitmain Agreement (net of Wattum reimbursements and deliveries of equipment). As of December 31, 2021, 5 of the 12 shipments totaling 1,979 miners had been delivered by Bitmain to the Company, Wattum and a customer of the Company.
Canaan Convey Purchase
As of June 30, 2021, the Company prepaid $990,000 to Canaan Convey Co. LTD (“Canaan Convey”) for the purchase of 250 cryptocurrency miners and freight and custom charges. As of December 31, 2021, the 250 miners had been delivered to the Company by Canaan Convey.
Mobile Storage Containers
As of December 31, 2021, equipment deposits included $125,000 for the purchase and shipping of two mobile storage containers, which were delivered to the Company in January 2022.
RECENTLY ISSUED ACCOUNTING POLICIES
There were no new accounting pronouncements issued or proposed by the FASB during the six months ended December 31, 20202021, and through the date of filing this report which the Company believes will have a material impact on its financial financial statements.
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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.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the 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 management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files 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.
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 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 effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:
1. | As of December 31, | |
2. | As of December 31, | |
3. | As of December 31, |
Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2020,2021, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.
Changes in Internal Control Over Financial Reporting.Reporting
There have been no changes in the Company’s internal control over financial reporting through the date of this report or during the quarter ended December 31, 2020,2021, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.PROCEEDINGS
There are no pending legal proceedings in which we are a party or in which any of our 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. Our property is not the subject of any pending legal proceedings.
The future impact of the Covid-19 pandemic on companies is evolving and weWe 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 andnot involved in any litigation that 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, 2020, our investment in property and equipment of $511,512 could be subject to impairment or change in valuation due to Covid-19 if our crypocurrency mining revenues significantly decrease or we are not able to raise capital sufficient to fund our operations. In addition, current travel restrictions and social distancing requirements make it difficult for our management to access and oversee our operations in the State of New York.
As of December 31, 2020, the reported values of the Company’s material convertible debt and derivative liabilities are based on multiple factors, 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. We believe these inputs will be subject to even more significant changes due to the impact on capital markets of Covid-19, and the future estimated fair value of these liabilities may fluctuate materially from period to period.
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 New York due to quarantines and self-isolations; (5) restrict the Company’s ability and that of its employees to access facilities and perform equipment maitenance, 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.financial condition or results of operations, except as set forth below. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company, threatened against or affecting our company, our common stock, or our company’s officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
The coronavirus pandemic is an emerging serious threat to health and economic wellbeing affecting our employees, investors and our sources of supply.ITEM 1A. RISK FACTORS
The sweeping nature of the novel Coronavirus (COVID-19) pandemic makes it extremely difficult to predict how the Company’s business and operations will be affected in the long run. However, the likely overall economic impact of the pandemic is viewed as highly negativeIn addition to the general economy. To date, we have not been classified as an essentialother information set forth in this report, you should carefully consider the risk factors discussed in Part I “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021. The risks identified in these risk factors could materially affect our business, in the New York, and we may not be allowed to access our mining facilities. The duration of such impact cannot be predicted.
financial condition or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.PROCEEDS
During the three months ended December 31, 2020,2021, we issued securities that were not registered under the CompanySecurities Act, and were not previously disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q as listed below.
Date | Title and Amount | Purchaser | Principal Underwriter | Total Offering Price/ Underwriting Discounts | |||||
December 8, 2021 | Issuance of 185,230 shares of common stock for consulting services (1) | Richard Brown | $40,733 / N/A |
(1) | Non-cash compensation valued at the closing market price of the Company’s common stock. |
All of the securities discussed in this Item 2 were issued a totalin reliance on the exemption under Section 4(a)(2) of 16,558,388 shares of its common stock in conversion of $175,833 note principal, $9,236 accrued interest payable, and $2,000 in fees, resulting in the extinguishment of derivative liabilities totaling $71,453.Securities Act.
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.EXHIBITS
(a) Exhibits.
Exhibit Number | Exhibit Description | |
101.INS | Inline XBRL Instance 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 | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
______________
* Pursuant to Rule 406TFiled herewith.
**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-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.S-K.
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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.
INTEGRATED VENTURES, INC. | ||||
Dated: February | By: | /s/ Steve Rubakh | ||
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President and Chief Executive Officer and Principal Financial Officer
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