Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2024

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

For the transition period from __________ to __________

Commission file number: 000-55681

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.)

412 East Madison Street, Suite 1122, Tampa, FLorida 33602

(Address of principal executive offices) (Zip Code)

(215) 613-9898

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

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 for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐.

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

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

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. Yes ☐ No ☐

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

As of November 13, 2024, the registrant had 5,161,580 shares of its common stock, $0.001 par value, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I: FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12


Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	14
Item 3.	Defaults upon Senior Securities	14
Item 4.	Mine Safety Disclosures	14
Item 5.	Other Information	14
Item 6.	Exhibits	15

SIGNATURES		16

Table of Contents

PART I – FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

	Page

Condensed Consolidated Balance Sheets as of September 30, 2024 (unaudited) and June 30, 2024	F-2

Condensed Consolidated Statements of Operations for the Three Months Ended September 30, 2024 and 2023 (unaudited)	F-3

Condensed Consolidated Statement of Stockholders’ Equity for the Three Months Ended September 30, 2024 and 2023 (unaudited)	F-4

Condensed Consolidated Statements of Cash Flows for Nine Months Ended September 30, 2024 and 2023 (unaudited)	F-5

Notes to Condensed Consolidated Financial Statements as of September 30, 2024 (unaudited)	F-6

F-1

Table of Contents

INTEGRATED VENTURES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			June 30,
	2024			2024
	(Unaudited)

ASSETS
Current assets:
Cash	$	749,745		$	57,815
Receivables		1,675			-
Digital Assets		172,992			1,714,076
Prepaid expenses and other current assets		260,918			249,200
Deposits, Current		578,147			578,147
Total current assets		1,763,477			2,599,238

Other assets:
Goodwill		670,329			-
Property and equipment, net		761,333			1,343,453
Intangible assets, net		129,052			-
Operating lease right-of-use assets		113,286			-
Total other assets		1,674,000			1,343,453

TOTAL ASSETS	$	3,437,477		$	3,942,691

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	976,985		$	975,658
Accrued expenses		40,410			27,632
Accrued preferred stock dividends		2,133,081			2,133,081
Operating lease liability, current		16,500			-
Due to related party		72,184			46,771
Notes payable in default, net of debt discount		500,000			500,000
Total current liabilities		3,739,160			3,683,142
Long Term Liabilities
Sub-lease security deposit		7,500			-
Operating lease liability, longterm		89,786			-
Total Liabilities		3,836,446			3,683,142

Mezzanine:
Series C preferred stock, $0.01 par value, 3,000 shares authorized, 1,125 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively.		1,125,000			1,125,000
Series D preferred stock, $0.01 par value, 4,000 shares authorized, 3,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively.		3,000,000			3,000,000

Commitments and contingencies		-			-

Stockholders' equity:
Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)		500			500
Series B preferred stock, $0.001 par value, 1,000,000 shares authorized, 130,000 and 130,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)		130			130
Common stock payable		148,455			-
Common stock, $0.001 par value; (750,000,000 shares authorized; 5,161,580 and 5,064,492 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)		5,161			5,064
Additional paid in capital		81,295,493			81,195,590
Accumulated deficit		(86,282,782	)		(85,066,735	)
Total Stockholders' equity of Integrated Ventures, Inc. and Subsidiaries		(4,833,043	)		(3,865,451	)
Noncontrolling interest		309,074			-
Total stockholders' deficit		(4,523,969	)		(3,865,451	)

Total liabilities, mezzanine and stockholders' deficit	$	3,437,477		$	3,942,691

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

F-2

Table of Contents

INTEGRATED VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,
	2024			2023

Revenue:
Digital asset mining	$	-		$	1,059,064
Online sales, net		1,148			-
Total revenue		1,148			1,059,064

Costs and expenses:
Cost of revenues - energy, hosting, and other		-			839,811
Cost of revenues - online products		388			-
General and administrative		335,214			8,489,017
Depreciation and amortization		483,700			733,564
Change in fair value of digital assets		(19,538	)		60,325
Realized (gain) loss on sale/purchase of digital assets		271,276			(6,806	)
Impairment of property and equipment		103,410			-
Total operating expenses		1,174,450			10,115,911

Income (loss) from operations		(1,173,302	)		(9,056,847	)

Other income (expense):
Interest expense		(13,060	)		(23,030	)
Loss on settlement of payables		(56,887	)		-
Total other income (expense)		(69,947	)		(23,030	)

Income (loss) before income taxes		(1,243,249	)		(9,079,877	)
Provision for income taxes		-			-

Net income (loss)		(1,243,249	)		(9,079,877	)
Net income (loss) attributable to noncontrolling interest		27,202			-
Net income (loss) attributable to Integrted Ventures, Inc.		(1,216,047	)		(9,079,877	)

Dividends on Preferred Stock		-			(207,797	)

Net income (loss) attributable to shareholders	$	(1,216,047	)	$	(9,287,674	)

Net income (loss) per common share attributable to shareholders, basic and diluted	$	(0.24	)	$	(2.81	)

Weighted average number of common shares outstanding, basic and diluted		5,077,156			3,308,818

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

F-3

Table of Contents

INTEGRATED VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(Unaudited)

	Series C				Series D				Series A				Series B						Common						Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock						Stock		Common Stock				Paid in			Accumulated			Noncontrolling
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Payable		Shares		Amount		Capital			Deficit			Interest			Total
Balance, June 30, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		100,000		$	100		$	-		2,864,492	$	2,864	$	72,588,520		$	(73,101,867	)	$	-		$	(509,883	)
Cummulative effect adjustment upon adoption of ASU 2023-08		-		-		-		-		-		-		-			-			-		-		-		-			47,360			-			47,360
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(11,355	)		(11	)		-		1,135,500		1,136		(1,125	)		-			-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		-		8,299,950			-			-			8,300,000
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-		-			(207,797	)		-			(207,797	)
Net loss		-		-		-		-		-		-		-			-			-		-		-		-			(9,079,877	)		-			(9,079,877	)
Balance, September 30, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		138,645		$	139		$	-		3,999,992	$	4,000	$	80,887,345		$	(82,342,181	)	$	-		$	(1,450,197	)

Balance, June 30, 2024		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		130,000		$	130		$	-		5,064,492	$	5,064	$	81,195,590		$	(85,066,735	)	$	-		$	(3,865,451	)
Common stock issued for investment in Healthy Lifestyle USA LLC		-		-		-		-		-		-		-			-			-		97,088		97		99,903			-			-			100,000
Recognition of noncontrolling interest in acquisition		-		-		-		-		-		-		-			-			-		-		-		-			-			336,276			336,276
Common stock payable in exchange for settlement of liabilities		-		-		-		-		-		-		-			-			148,455		-		-		-			-			-			148,455
Net loss		-		-		-		-		-		-		-			-			-		-		-		-			(1,216,047	)		(27,202	)		(1,243,249	)
Balance, September 30, 2024		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		130,000		$	130		$	148,455		5,161,580	$	5,161	$	81,295,493		$	(86,282,782	)	$	309,074		$	(4,523,969	)

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

F-4

Table of Contents

INTEGRATED VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(1,243,249	)	$	(9,079,877	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		483,700			733,564
Impairment of property and equipment		103,410			-
Stock-based compensation - related party		-			8,300,000
Realized loss (gain) on sale of digital currencies		271,276			(6,806)
Loss on settlement of payables		56,887			-
Lease cost, net of repayment		(7,000	)		-
Change in fair value of digital assets		(19,538	)		60,325
Operating cost paid with digital assets		-			12,814
Revenue recognized from Bitcoin mined		-			(1,059,064	)
Changes in operating assets and liabilities:
Receivables		1,200			-
Prepaid expenses and other current assets		(3,928	)		(3,765	)
Accounts payable		74,166			44,525
Accrued expenses		12,778			23,000
Due to related party		25,413			40,997
Net cash provided by (used in) operating activities		(244,885	)		(934,287	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisition of Healthy Lifestyle USA LLC		4,711			-
Purchase of 51% interest in Healthy Lifestyle USA LLC		(250,000	)		-
Net proceeds from the sale of digital assets		2,449,448			780,991
Purchase of property and equipment		(2,242	)		-
Purchase of intangible assets		(112,500	)		-
Cash deposit received from subtenant		7,500			-
Purchase of digital assets		(1,160,102	)		-
Net cash provided by (used in) investing activities		936,815			780,991

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party advance		-			(47,030	)
Net cash provided by (used in) financing activities		-			(47,030	)

Net increase (decrease) in cash		691,930			(200,326	)
Cash, cash equivalents, and restricted cash - beginning of period		57,815			257,998
Cash, cash equivalents, and restricted cash - end of period	$	749,745		$	57,672

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC	$	100,000		$	-
Common stock payable in exchange for settlement of liabilities	$	148,455		$	-
Recognition of lease liability and ROU asset at lease commencement	$	116,536		$	-
Accrued preferred stock dividends	$	-		$	207,797
Cumulative effect upon adoption of ASU 2023-08	$	-		$	47,360
Conversion of Series B preferred stock for common stock	$	-		$	1,136
Purchase of property and equipment with digital currencies	$	-		$	36,750
Payment of amounts due to related party with digital currencies	$	-		$	189,185

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

F-5

Table of Contents

Integrated Ventures, Inc.

Notes to Condensed Consolidated Financial Statements

Three Months Ended September 30, 2024

(Unaudited)

1. ORGANIZATION BASIS OF PRESENTATION

Organization

We were incorporated in the State of Nevada on March 22, 2011 under the name Lightcollar, Inc. In March 2015, we changed our name 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. In July 2024, the Company formed three wholly-owned subsidiaries, MedWell Direct, LLC (“MedWell Direct”), MedWell Facilities, LLC (“MedWell Facilities”), and MedWell USA, LLC (“MedWell USA”), all of which were organized in the State of Nevada.

On August 29, 2024, the Company, through MedWell Direct, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”).

We are a diversified holdings company that develops, acquires, operates, and invests in unique and profitable businesses. Our business focus is acquiring, launching, and operating companies in the digital asset sector, mainly in digital asset mining and sales of branded mining rigs. Subsequent to June 30, 2024, we strategically entered into the rapidly growing health and wellness sector.

Basis of Presentation

The accompanying unaudited 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 period ended September 30, 2024 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2025. 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, 2024 filed on September 30, 2024 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 for the year ended June 30, 2024 filed on September 30, 2024. 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.

F-6

Table of Contents

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, MedWell Direct, MedWell Facilities, Medwell USA, and Healthy Lifestyle. The Company owns 51% of Healthy Lifestyle, which has been included in the consolidated financial statements and the Company has recorded a noncontrolling interest for the 49% interest that they do not own.

All significant intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that at times may exceed federally insured limits. For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had no cash equivalents at September 30, 2024.

Digital Assets

Digital assets are included in current assets in the Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and the sale of bitcoin to fund operating expenses to support operations. The proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of ASU 2023-08 effective July 1, 2023, the Company measures digital assets at fair value with changes recognized in operating expenses in the Statement of Operations. The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting. Refer to NOTE 4. DIGITAL ASSETS, for further information regarding the Company’s impact of the adoption of ASU 2023-08.

Property and Equipment

Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction verification servers), is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. 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 three months ended September 30, 2024 and 2023, we impaired mining equipment and recognized impairment expense of $103,410 and $0, respectively.

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

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

Intangible Assets

The Company accounts for its intangible assets in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 350-30, General Intangibles Other Than Goodwill. ASC Subtopic 350-30, which requires assets to be measured based on the fair value of the consideration given or the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. Under ASC Subtopic 350-30 any intangible asset with a useful life is required to be amortized over that life and the useful life is to be evaluated every reporting period to determine whether events or circumstances warrant a revision to the remaining period of amortization. If the estimate of useful life is changed the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. Costs to renew or extend the term of intangible assets are recognized as an expense when incurred.

F-7

Table of Contents

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. During the three months ended September 30, 2024 and 2023, we impaired mining equipment and recognized impairment expense of $103,410 and $0, respectively.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually in the fourth quarter or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company operates as one reporting unit. When testing goodwill for impairment, the Company may first perform an optional qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company will recognize an impairment loss in an amount equal to that excess but limited to the total amount of goodwill. Goodwill of $670 thousand was acquired in fiscal year 2025. No goodwill impairment was recorded during the three months ended September 30, 2024 and 2023.

Leases

The Company follows the provisions of ASC 842, and records right-of-use (“ROU”) assets and lease obligations for its operating leases, which are initially recognized based on the discounted future lease payments over the term of the lease. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. If the rate implicit in the Company's leases is not readily determinable, the Company's applicable incremental borrowing rate is used in calculating the present value of the sum of the lease payments.

The lease term is defined as the non-cancelable period of the lease plus any options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. The Company has elected not to recognize ROU asset and lease obligations for its short-term leases, which are defined as leases with an initial term of 12 months or less.

Mezzanine

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

Stock-Based Compensation

The Company accounts for all equity-based 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-8

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

The following table presents the Company’s revenue by revenue source:

	Three Months Ended September 30,
	2024		2023
Digital asset mining	$	-	$	1,059,064
Online sales, net		1,148		-
	$	1,148	$	1,059,064

We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers. This standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers, 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.

Digital Asset Mining

To generate revenue from mining bitcoin, the Company has entered into a digital asset mining pool by executing a contract, as amended from time to time, with the mining pool operator to provide computing power to the mining pool. The contract is terminable at any time by either party without penalty and the Company’s enforceable right to compensation only begins when the Company provides computing power to the mining pool operator. In exchange for providing computing power, we are entitled to a Full-Pay-Per-Share payout of Bitcoin based on a contractual formula, which primarily calculates the hash rate provided by us to the mining pool as a percentage of total network hash rate, and other inputs. We are entitled to consideration even if a block is not successfully placed by the mining pool operator.

Providing computing power to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as “solving a block”) is an output of the Company’s ordinary activities. The provision of providing such computing power is the only performance obligation in the Company’s contracts with the mining pool operator. The transaction consideration the Company receives is net of a contractually agreed upon “pool fee percentage” charged and kept by the mining pool operator and is noncash, in the form of Bitcoin, which the Company measures at fair value on the date Bitcoin is received. This value is not materially different than the fair value at the moment we meet the performance obligation, which can be recalculated based on the contractual formula. The consideration is variable. The amount of consideration recognized is constrained to the amount of consideration received, which is when it is probable a significant reversal will not occur. There is no significant financing component or risk of a significant revenue reversal in these transactions due to the performance obligations and settlement of the transactions being on a daily basis.

F-9

Table of Contents

Online Sales

The Company’s online sales consist of sales of health and wellness products and services through the Company’s websites, including prescription drugs. In contracts that contain prescription products issued as the result of a consultation, revenue also includes medical consultation services and post-consultation service support provided by Affiliated Medical Groups (defined below). The Company defines its customer as an individual who purchases products or services through its websites. The transaction price in the Company’s contracts with customers is the total amount of consideration to which the Company expects to be entitled in exchange for transferring products or services to the customer.

The Company’s contracts that contain prescription products issued as the result of a consultation primarily include the following performance obligations: access to (i) products, as well as medication adjustments, as applicable, and (ii) consultation services, as well as post-consultation service support, as applicable. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised product to the customer and, in contracts that contain services, by the provision of consultation services to the customer. The Company satisfies its performance obligation for products at a point in time, which is upon delivery of the products to a third-party carrier. The Company satisfies its performance obligation for consultation services typically within one day and for post-consultation service support over the contract term. The customer obtains control of the products and services upon the Company’s completion of its performance obligations.

For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation on a relative stand-alone selling price basis. The stand-alone selling price is based on market and cost plus estimates. For each of the three months ended September 30, 2024, service revenue represented less than 10% of consolidated revenues.

To fulfill its promise to customers for contracts that include professional medical consultations, the Company maintains relationships with various “Affiliated Medical Groups,” which are professional corporations or other professional entities owned by licensed physicians and that engage licensed healthcare professionals (physicians, physician assistants, nurse practitioners, and mental health providers; collectively referred to as “Providers” or individually, a “Provider”) to provide consultation services. The Company accounts for service revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company determines which Affiliated Medical Group and Provider provides the consultation to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; (iii) the Company incurs costs for consultation services even for visits that do not result in a prescription and the sale of products; and (iv) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Additionally, to fulfill its promise to customers for contracts that include sale of prescription products, the Company maintains relationships with certain third-party pharmacies (“Partner Pharmacies” or individually, a “Partner Pharmacy”). The Company accounts for prescription product revenue as a principal in the arrangement with its customers. This conclusion is reached because (i) the Company has sole discretion in determining which pharmacy fills a customer’s prescription; (ii) the pharmacies fill the prescription based on fulfillment instructions provided by the Company; (iii) the Company is primarily responsible to the customer for the satisfactory fulfillment and acceptability of the order; (iv) the Company is responsible for refunds of the prescription medication after transfer of control to the customer; and (v) the Company, in its sole discretion, sets all listed prices charged on its websites and mobile applications for products and services.

Payment for prescription medication is typically collected from the customer a few days in advance of product shipment in accordance with contract terms. Contract liabilities are recorded when payments have been received from the customer for undelivered products or services and are recognized as revenue when the performance obligations are later satisfied.

F-10

Table of Contents

Income Taxes

Income taxes are recorded in accordance with ASC Topic 740, Income Taxes, which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Management judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities, and any valuation allowance recorded against our deferred tax assets. Deferred tax assets are reduced by a valuation allowance if, based on the consideration of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Changes in assumptions in future periods may require we adjust our valuation allowance, which could materially impact our financial position and results of operations. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on its income tax return, if such a position is more likely than not to be sustained.

Net 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, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive.

The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share as their inclusion would be anti-dilutive.

	Three Months Ended September 30,
	2024		2023
Weighted average convertible preferred stock		13,233,588		10,713,188
Weighted average common stock payable		6,522		-

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3:	assets and liabilities whose significant value drivers are unobservable.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company will update its assumptions each reporting period based on new developments and record such amounts at fair value based on the revised assumptions until the agreements expire or contingency is resolved, as applicable.

F-11

Table of Contents

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:

	Fair value measured as of September 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	172,992	$	172,992	$	-	$	-

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	1,714,076	$	1,714,076	$	-	$	-

Assets and liabilities not measured at fair value on a recurring basis

In addition to assets and liabilities that are measured at fair value on a recurring basis, we also measure certain assets and liabilities at fair value on a nonrecurring basis. Our non-financial assets, including goodwill, property and equipment, intangible assets, and operating lease right-of-use assets are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are recorded at fair value only when an impairment charge is recognized.

As of September 30, 2024 and June 30, 2024, the fair values of cash, prepaid expenses and other current assets, accounts payable, and accrued expenses approximated their carrying values because of their short-term nature.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets. The amendments in ASU No. 2023-08 are intended to improve the accounting for certain crypto assets by requiring an entity to measure those crypto assets at fair value each reporting period with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions, and changes during the reporting period. The amendments are effective for all entities for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements. The Company elected to early adopt ASU 2023-08 for the year ended June 30, 2024, effective as of July 1, 2023, which had a material impact on the Financial Statements. Refer to Note 4. DIGITAL ASSETS, for further information.

There were no new accounting pronouncements issued or proposed by the FASB during the year ended June 30, 2024 and through the date of filing this report which the Company believes will have a material impact on its financial statements.

Reclassifications

Certain amounts in the financial statements for the year ended June 30, 2023 have been reclassified to conform to the presentation for the year ended June 30, 2024.

3. GOING CONCERN

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of September 30, 2024, the Company’s current liabilities exceeded its current assets by $1,975,683 and the Company had an accumulated deficit of $86,282,782. 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.

F-12

Table of Contents

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.

4. DIGITAL ASSETS

Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets

Effective July 1, 2023, the Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the Statement of Operations each reporting period. The Company’s digital assets are within the scope of ASU 2023-08 and the transition guidance required a cumulative-effect adjustment as of the beginning of the fiscal year of adoption for any difference between the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s adoption of ASU 2023-08, the Company recorded a $47,360 increase to digital assets and a $47,360 decrease to accumulated deficit on the Balance Sheets as of the beginning of the fiscal year ended June 30, 2024.

The following table presents the Company’s significant Digital Asset holdings as of September 30, 2024 and June 30, 2023, respectively:

	Quantity		Cost Basis		Fair Value
Bitcoin		3.01	$	153,454	$	172,992
Total digital assets held as of September 30, 2024			$	153,454	$	172,992

	Quantity		Cost Basis		Fair Value
Bitcoin		27.35	$	1,824,999	$	1,714,076
Total digital assets held as of June 30, 2024			$	1,824,999	$	1,714,076

The following table presents a roll-forward of total digital assets for the three months ended September 30, 2024, based on the fair value model under ASU 2023-08:

	Fair Value
Balance as of June 30, 2024	$	1,714,076
Proceeds from sale of Digital Assets		(2,449,448	)
Purchase of Digital Assets		1,160,102
Realized gain (loss) on sale/purchase of digital assets		(271,276	)
Change in fair value of Digital Assets		19,538
Balance as of September 30, 2024	$	172,992

	Fair Value
Balance as of June 30, 2023	$	447,425
Cumulative effect upon adoption of ASU 2023-08		47,360
Revenue recognized from Bitcoin mined (37.12 BTC)		1,059,064
Operating cost paid with digital assets		(12,814	)
Amount due to related party paid with Digital Assets		(189,185	)
Purchase of property and equipment with Digital Assets		(36,750	)
Proceeds from sale of Digital Assets		(780,991	)
Realized gain (loss) on sale/purchase of digital assets		6,806
Change in fair value of Digital Assets		(60,325	)
Balance as of September 30, 2023	$	480,590

F-13

Table of Contents

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	September 30, 2024			June 30, 2024

Cryptocurrency mining equipment	$	6,466,333		$	6,569,743
Furniture and equipment		165,277			163,035

Total		6,631,610			6,732,778
Less accumulated depreciation and amortization		(5,870,277	)		(5,389,325	)

Net	$	761,333		$	1,343,453

Depreciation expense for the three months ended September 30, 2024 and 2023 was $480,952 and $733,564, respectively. Impairment expense on our mining equipment for the three months ended September 30, 2024 and 2023 was $103,410 and $0, respectively.

6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	Useful Lives	September 30, 2024			June 30, 2024

Website	3 years	$	47,500		$	-
Less accumulated amortization			(1,256	)		-
Net website		$	46,244		$	-

Software	3 years	$	65,000		$	-
Less accumulated amortization			(1,492	)		-
Net software		$	63,508		$	-

Domain name	10 years	$	16,500		$	-
Less accumulated amortization			-			-
Net domain name		$	16,500		$	-

Trademark	10 years	$	2,800		$	-
Less accumulated amortization			-			-
Net trademark		$	2,800		$	-

Total intangible assets, net		$	129,052		$	-

Amortization expense for the three months ended September 30, 2024 and 2023 was $2,728 and $0, respectively.

F-14

Table of Contents

7. BUSINESS COMBINATION

On August 29, 2024, the Company through MedWell Direct, consummated its acquisition of 51% of the membership interests (the “Membership Interests”) of Healthy Lifestyle, pursuant to execution and delivery of that certain membership interest purchase agreement, dated as of August 14, 2024 (the “Purchase Agreement”), between Medwell, Healthy Lifestyle, and the members (the “Selling Members”) of Healthy Lifestyle.

The purchase price for the Membership Interests was $350,000, consisting of $250,000 in cash and 97,087 shares of the Company’s common stock (the “Purchase Shares”) with a market value of $100,000. The number of Purchased Shares was based on the $1.03 closing price of the Company’s common stock on the OTCQB marketplace on August 28, 2024, the date immediately preceding the closing date. The Selling Members are also entitled to a potential post-closing earn-out payment of up to $300,000 in cash and $100,000 in common stock based on Healthy Lifestyle’s financial performance. To earn the post-closing earn-out, Healthy Lifestyle must achieve or exceed gross revenue of within 20% of approximately $1.7 million and a minimum profit margin of 10% during the 30-day period from day 90 to day 120 post-closing.

The Company accounted for the transaction as a business combination under ASC 805 and as a result, allocated the fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date as outlined in the table below. The excess of the purchase price over the fair values of the identifiable assets acquired, liabilities assumed, and non-controlling interest was allocated to goodwill. The fair value of the noncontrolling interest was based on the price the Company paid for their 51% of their controlling interest. The goodwill represents expected synergies from the combined operations.

The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

Cash	$	4,710
Prepaids		7,790
Receivable		2,875
Intangible assets		19,300
Total assets acquired		34,675

Accounts payable		18,729
Total liabilities assumed		18,729

Net assets acquired	$	15,946

Total consideration for 51% purchase	$	350,000

Implied value of Healthy Lifestyle	$	686,275

Net assets acquired		(15,946	)

Total goodwill created	$	670,329

Noncontrolling interest (49% x $686,275)	$	336,276

8. OPERATING LEASE

In August 2024, the Company entered a 12-month operating lease with an option to extend for four additional one-year periods which the Company is reasonably certain they will exercise. The lease provides for approximately 750 square feet of rentable area which the Company intends to sublease. The monthly lease payments are $2,000 the first year, $2,250 for the second year, $2,500 for the third year, $2,750 for the fourth year, and $3,000 for the fifth year of the lease. On the commencement date of the lease, the Company recorded $116,536 related to the ROU asset and lease liability.

F-15

Table of Contents

Operating lease expense was $5,000 for the three months ended September 30, 2024. Operating cash flows used for the operating leases during the three months ended September 30, 2024, was $12,000. As of September 30, 2024, the weighted average remaining lease term was 4.84 years, and the weighted average discount rate was 10%.

Future minimum lease payments under the lease as of September 30, 2024, were as follows:

Remainder of 2025	$	10,000
2026		26,750
2027		29,750
2028		32,750
2029		35,750
Thereafter		3,000
Total		138.000
Less: Interest		(31,714	)
Present value of lease liability		106,286
Operating lease liability, current [1]		(16,500	)
Operating lease liability, long term	$	89,786

[1] Represents lease payments to be made in the next 12 months.

9. 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, cash 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 to Mr. Rubakh is at the discretion of the Board of Directors. Effective January 1, 2024 the Board of Directors approved Mr. Rubakh’s annual salary to be $250,000, quarterly cash bonus to be $100,000, and canceled quarterly Preferred B shares issuances.

During the three months ended September 30, 2024, Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $100,000 of bonuses were approved by the Board of Directors.

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

Total compensation expense included in general and administrative expenses was $162,500 and $8,412,500 for the three months ended September 30, 2024 and 2023, respectively. Amounts due to related party, consisting of accrued salary to Mr. Rubakh, totaled $72,184, and $46,771 as of September 30, 2024 and June 30, 2024, respectively.

During the three months ended September 30, 2023, Mr. Rubakh converted 11,355 shares of Series B preferred stock into 1,135,500 shares of common stock in a transaction recorded at the par value of the shares.

On December 15, 2021, the Company and Tioga Holding, LLC, a related party owned 50% by Mr. Rubakh (“Tioga”), entered into a Property Lease and Power Purchase Agreement for the use by the Company of facilities located in Tioga, Pennsylvania. The Company’s sole obligation under the agreement is to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. The term of the agreement was 36 months. Mining operations as this facility terminated in September 2023 due to the significant increase in power cost by local utility. During the three months ended September 30, 2024 and 2023, the Company incurred power expense of $0 and $96,527, respectively.

F-16

Table of Contents

10. NOTES PAYABLE

On June 15, 2022, the Company entered into a Loan Agreement and Promissory Note with BHP Capital NY, Inc. (“BHP”) in the amount of $500,000. The note matured on January 15, 2023, and bares a flat interest charge of $130,000 that shall not be reduced or pro-rated in the event of prepayment. In addition, upon an event of default, the Note bares default interest of 18% per annum. Effective April 1, 2024, the lender agreed to reduce the default interest to 10% per annum. This note is secured by assets and equipment of the Company. As further inducement to enter this note, the Company issued BHP 16,000 shares of restricted common stock. These shares were valued at $123,200 using the closing market price of the Company’s common stock on the date of issuance and were recorded as a debt discount that was amortized to interest expense over the term of the note. The Company accrued $12,778 and $23,000 of interest expense during the three months ended September 30, 2024 and 2023. As of September 30, 2024, this note was in default due to nonpayment before the maturity date.

11. 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 $8.50 per share.

Each share of the Series C preferred stock is entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends may be paid in cash or in shares of Series C preferred stock at the discretion of the Company. Effective February 1, 2024, the sole owner of the Series C preferred stock agreed to stop accruing dividends. As of September 30, 2024 and June 30, 2024, the Company accrued Series C preferred stock dividends of $378,206 and $3,782,026, respectively.

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

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

As of September 30, 2024 and June 30, 2024, 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 $37.50 per share.

Each share of the Series D preferred stock is entitled to receive cumulative dividends of 12% per annum or 18% per annum in the event of default, payable monthly from the date of issuance of the shares. Starting one month after the issuance of the shares, they were in default due to the Company’s failure to pay the cumulative dividend monthly as required by the agreement. Dividends may be paid in cash or in shares of Series D preferred stock at the discretion of the Company. Effective February 1, 2024, the sole owner of the Series D preferred stock agreed to stop accruing dividends. As of September 30, 2024 and June 30, 2024, the Company accrued Series D preferred stock dividends of $1,754,875 and $1,754,875, respectively.

F-17

Table of Contents

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.

As of September 30, 2024 and June 30, 2024, 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.

12. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Series A Preferred Stock

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. Each share of Series A preferred stock has a par value of $0.001. 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 not subject to adjustment for a stock split or reverse stock split. 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 September 30, 2024 and June 30, 2024, which were issued in March 2015 to members of the Company’s Board of Directors in consideration for services.

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 (“Conversion Ratio”). The Conversion Ratio is subject to adjustment if the Company enters into a merger or spin off transaction but is not subject to adjustment for a stock split or reverse stock split. The holders of the Series B preferred stock 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.

For services provided during the three months ended September 30, 2023, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $8,300,000, using the closing market price of the Company’s common stock. Each share of Series B preferred stock is convertible into 100 shares of the Company’s common stock. This non-cash, related party stock-based compensation is included in operating expenses in the accompanying statements of operations.

The Company had 130,000 and 130,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively.

F-18

Table of Contents

Common Stock

As of September 30, 2024, we were authorized to issue up to 300,000,000 shares of common stock with a par value of $0.001.

The Company had 5,161,580 and 5,064,492 common shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively.

During the three months ended September 30, 2024, the Company issued 97,088 shares of its common stock to as part of the purchase price of Healthy Lifestyle USA LLC (see NOTE 7). Additionally, the Company agreed to issued 150,000 shares of its common stock to a third-party vendor to settle $91,568 of payables. The grant date fair value of these shares was $148,445 resulting in a $56,887 loss on settlement of payables. As the issuance of these shares is contingent upon certain future events, we recorded a Common stock payable of $148,455 as of September 30, 2024.

During the three months ended September 30, 2023, the Company issued a total of 1,135,500 shares of its common in conversion of Series B preferred stock recorded at par value of $1,136.

13. 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.

14. SUBSEQUENT EVENTS

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

F-19

Table of Contents

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” 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 risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2024 filed on September 30, 2024 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

Financial

Through June 6, 2024, we operated our digital asset mining operations in one hosted facility in Granbury, Texas. The hosting and power purchase agreement for this facility requires the Company to pay monthly a contractual rate per kilowatt hour of electricity consumed in the Company’s digital asset mining operations. As of June 7, 2024, all miners were disconnected from their power source and have not been reconnected through the date of the issuance of these financial statements. During the three months ended September 30, 2024, the Company began online sales of health and wellness products and services through the Company’s websites, including prescription drugs and medical consultation services and post-consultation service support provided by Affiliated Medical Groups.

Revenues from digital asset mining operations were $0 and $1,059,064 for the three months ended September 30, 2024 and 2023, respectively. Revenues from online sales were $1,148 and $0 for the three months ended September 30, 2024 and 2023, respectively.

Table of Contents

When funds are available and market conditions allow, we also invest in certain denominations of digital assets to complement our mining operations. As of September 30, 2024, our digital assets at fair value totaled $172,992 and were comprised of Bitcoin (BTC).

Historically, we have funded our operations primarily from cash generated from our digital asset mining operations and proceeds from convertible notes payable and preferred stock. During the three months ended September 30, 2024, the Company’s digital asset mining operations remained disconnected but we were able to fund operations by selling Bitcoin on hand as of June 30, 2024 for cash. During the three months ended September 30, 2024, we generated negative cash flow from operations. We did not incur additional debt or issue securities for cash.

Recent Material Developments

On June 6, 2024, without notice or demand, Mara Holdings, Inc. (“MARA”), terminated hosting services for all of our miners (approximately 2,500) which were located at MARA’s Granbury, Texas facility. According to news reports, MARA disconnected approximately 15,000 miners they were hosting at their Granbury, Texas facility on or around June 6, 2024.

At the time our miners were disconnected, we were informed by MARA’s other hosting clients that the facility was no longer interested in providing hosting services for third parties and was planning to undergo infrastructure upgrades, related to noise complaints from local residents. Thus, the Company’s miners were disconnected and removed from the mining containers, palletized and stored in MARA’s warehouse. Later, MARA requested that the Company sign a termination agreement, which the Company did not sign.

As this appears to be an intentional breach of our valid hosting agreement, in October 2024, the Company engaged legal counsel to negotiate a resolution with MARA, including exploring various remedies available to us.

Given the uncertainty and timing of our dispute with MARA and the age and efficiency of our miners, it is uncertain if or when the Company will be able to reconnect these miners.

Once our miners are released, the Company intends to sell them and purchase newer models, such as Antiminer S21 or Whatsminer M66.

Acquisition of Healthy Lifestyle

On August 29, 2024, Integrated Ventures, Inc., through MedWell Direct, a Nevada limited liability company and a wholly-owned subsidiary of the Company, consummated its acquisition of 51% of the membership interests of Healthy Lifestyle USA LLC, a Florida limited liability company (“Healthy Lifestyle”), pursuant to execution and delivery of that certain membership interest purchase agreement, dated as of August 14, 2024 (the “Purchase Agreement”), between MedWell Direct, Healthy Lifestyle, and the members (the “Selling Members”) of Healthy Lifestyle.

Financial Operations Review

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

Table of Contents

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2024 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2023

Revenues

Our digital asset mining revenues decreased to $0 during the three months ended September 30, 2024 from $1,059,064 during the three months ended September 30, 2023. This decrease was a result of the Company’s miners being disconnected from their power source on June 6, 2024.

Our online sales revenues increased to $1,148 during the three months ended September 30, 2024 from $0 during the three months ended September 30, 2023. This increase was a result of the Company beginning online sales of health and wellness products and services after their acquisition of 51% of Healthy Lifestyle in August 2024.

Cost of Revenues

Cost of revenues – energy, hosting, and other was $0 and $839,811 in the three months ended September 30, 2024 and 2023, respectively. Expenses associated with running our digital asset mining operations, such as energy and hosting costs, operating supplies, and consulting services are recorded as cost of revenues – energy, hosting, and other. The decrease in cost of revenues – energy, hosting, and other was a result of the Company’s miners being disconnected from their power source on June 6, 2024.

Cost of revenues – online products was $388 and $0 in the three months ended September 30, 2024 and 2023, respectively. Expenses associated with fulfilling orders placed by our online sales customers are recorded as cost of revenues – online products. The increase in cost of revenues – online products was a result of the Company beginning online sales of health and wellness products and services after their acquisition of 51% of Healthy Lifestyle in August 2024.

General and administrative expenses decreased to $335,214 in the three months ended September 30, 2024 from $8,489,017 in three months ended September 30, 2023. The decrease resulted primarily from non-cash stock-based compensation expense. We reported non-cash, related party stock-based compensation of $0 and $8,300,000 in the three months ended September 30, 2024 and 2023, respectively.

Depreciation and amortization decreased to $483,700 in the three months ended September 30, 2024 from $733,564 in the three months ended September 30, 2023. The decrease resulted primarily from a reduction in the cost basis of the Company’s digital asset miners.

Change in fair value of Bitcoin increased to a $19,538 gain for the three months ended September 30, 2024 from a $60,325 loss in the three months ended September 30, 2023. The gain recognized in the current period was attributable to increases in the price of Bitcoin and the loss recognized in the prior period was attributable to decreases in the price of Bitcoin.

In addition to the digital assets received as compensation for our mining services, we purchased various digital assets totaling $1,160,102 and $0 during the three months ended September 30, 2024 and 2023, respectively. We also converted digital assets from one denomination to another based on our assessment of market conditions for each respective digital asset. The market values of individual digital asset denominations continually fluctuate, and the fluctuations may be material from day to day. During the three months ended September 30, 2024 and 2023, we received total proceeds of $2,449,448 and $766,544, respectively, from the sale of digital assets and incurred transactions fees totaling $13,019 and $11,637, respectively, which are recorded in General and administrative expenses in our Statement of Operations. We realized a loss on sale of digital assets of $271,276 and realized a gain of $6,806 in the three months ended September 30, 2024 and 2023, respectively.

Table of Contents

During the three months ended September 30, 2024 and 2023, we did not report any gain or loss on the disposal of property and equipment and impaired mining equipment and recognized impairment expense of $103,410 and $0, respectively.

Other Income (Expense)

Our other income (expense) was comprised of the following for the three months ended September 30:

	Three Months Ended September 30,
	2024			2023

Interest expense	$	(13,060	)	$	(23,030	)
Loss on settlement of payables		(56,887	)		-

Total other income (expense)	$	(69,947	)	$	(23,030	)

During the three months ended September 30, 2023, we had one note payable outstanding for $500,000 which accrued interest at 18% per annum. During the three months ended September 30, 2024, we had the same note payable outstanding with a reduced interest rate of 10% per annum (agreed to by the lender effective April 1, 2024), thus resulting in a decrease in interest expense compared to the prior period.

During the three months ended September, 2024 and 2023, we recognized a $56,887 and $0 loss on settlement of payables with a third-party vendor.

Net Loss Attributable to shareholders

As a result, during the three months ended September 30, 2024 and 2023, we reported a net loss attributable to shareholders of $1,216,047 and $9,287,674, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of September, 2024, we had total current assets of $1,763,477, including cash of $749,745 and prepaid expenses and other current assets of $1,013,732 and total current liabilities of $3,739,160. We had total stockholders’ deficit of $4,523,969 as of September 30, 2024 compared to a stockholders’ deficit of $3,865,451 as of June 30, 2024.

Sources and Uses of Cash

During the three months ended September 30, 2024, we used cash in operations of $244,885 as a result of our net loss of $1,243,249, non-cash gain on change in fair market value of digital assets of $19,538, realized loss on sale of digital assets of $271,276, lease payments exceeding lease costs of $7,000, other non-cash expenses of $643,997, decrease in receivables of $1,200, and increases in accounts payable of $74,166, accrued expenses of $12,778, and due to related party of $25,413 offset by increases in prepaid expenses of $3,928.

During the three months ended September 30, 2023, we used cash in operations of $934,287 as a result of our net loss of $9,079,877, non-cash loss on change in fair market value of digital assets of $60,325, non-cash stock-based compensation-related party of $8,300,000, non-cash realized gain on sale of digital assets of $6,806, other non-cash expenses of $746,378, increases in revenue recognized from Bitcoin mined of $1,059,064, increases in accounts payable of $44,525, accrued expenses of $23,000, and due to related party of $40,997 offset by increases in prepaid expenses of $3,765.

Table of Contents

During the three months ended September 30, 2024, we provided net cash in investing activities of $936,815, comprised of net proceeds from the sale of digital assets of $2,449,448, cash acquired in acquisition of Healthy Lifestyle of $4,711, cash deposit received from subtenant of $7,500 offset by purchase of 51% interest in Healthy Lifestyle of $250,000, purchase of digital assets of $1,160,102 and purchase of property and equipment of $2,242.

During the three months ended September 30, 2023, we provided net cash in investing activities of $780,991, comprised of net proceeds from the sale of digital currencies.

During the three months ended September 30, 2024, we had no net cash provided or used in financing.

During the three months ended September 30, 2023, we used net cash in financing activities of $47,030, comprised of repayment of related party advance.

Going Concern

Historically, the Company has reported recurring net losses from operations and used net cash in operating activities. As of September 30, 2024, the Company’s current liabilities exceeded its current assets by $1,975,683 had an accumulated deficit of $86,282,782. 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 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.

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to the accompanying financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

Digital Assets

Digital assets are included in current assets in the Balance Sheets due to the Company’s ability to sell bitcoin in a highly liquid marketplace and the sale of bitcoin to fund operating expenses to support operations. The proceeds from the sale of digital assets and the purchase of digital assets are included within investing activities in the accompanying Statement of Cash Flows. Digital Assets awarded to the Company through its mining activities are accounted for in connection with the Company’s revenue recognition policy. Following the adoption of ASU 2023-08 effective July 1, 2023, the Company measures digital assets at fair value with changes recognized in operating expenses in the Statement of Comprehensive Income (Loss). The Company tracks its cost basis of digital assets by-wallet in accordance with the first-in-first-out (“FIFO”) method of accounting.

Table of Contents

Property and Equipment

During the three months ended September 30, 2024 and 2023, we impaired mining equipment and recognized impairment expense of $103,410 and $0, respectively.

Intangible Assets

Impairment of Long-Lived Assets

Goodwill

Table of Contents

Mezzanine

Stock-Based Compensation

Revenue Recognition

The following table presents the Company’s revenue by revenue source:

	Three Months Ended September 30,
	2024		2023
Digital asset mining	$	-	$	1,059,064
Online sales, net		1,148		-
	$	1,148	$	1,059,064

Table of Contents

Digital Asset Mining

Online Sales

Table of Contents

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3:	assets and liabilities whose significant value drivers are unobservable.

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:

	Fair value measured as of September 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin	$	172,992	$	172,992	$	-	$	-

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin	$	1,714,076	$	1,714,076	$	-	$	-

Table of Contents

OFF BALANCE SHEET ARRANGEMENTS

As of September 30, 2024, we have no off-balance sheet arrangements.

RECENTLY ISSUED ACCOUNTING POLICIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 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

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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

Table of Contents

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

	1.	As of September 30, 2024, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

	2.	As of September 30, 2024, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of September 30, 2024, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of September 30, 2024, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.

Changes in Internal Control Over Financial 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 September 30, 2024, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Corrective Action

Management plans to address the structure of the Board of Directors and discuss adding an audit committee during the fiscal year ending June 30, 2025.

Table of Contents

PART II

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations, except as set forth below. There 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 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.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024.

ITEM 2. UNREGISTERED SALES IN EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

During the three months ended September 30, 2024, the Company issued 97,088 shares of common stock as part of the purchase price of Healthy Lifestyle USA LLC.

During the three months ended September 30, 2024, there were no repurchases of our common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

There is no other information required to be disclosed under this item which was not previously disclosed.

Table of Contents

ITEM 6. EXHIBITS

EXHIBIT INDEX

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

32.1		Section 1350 Certification of Principal Executive Officer and Principal Financial Officer**

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

101.SCH		Inline XBRL Taxonomy Extension Schema *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase *

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

_________

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

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

Table of Contents

SIGNATURES

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

	INTEGRATED VENTURES, INC.

Dated: November 15, 2024	By:	/s/ Steve Rubakh
		Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

nullnull

Cover - shares	3 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Entity Registrant Name	INTEGRATED VENTURES, INC.
Entity Central Index Key	0001520118
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Entity Common Stock Shares Outstanding		5,161,580
Entity File Number	000-55681
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	82-1725385
Entity Address Address Line 1	412 East Madison Street
Entity Address City Or Town	Tampa
Entity Address State Or Province	FL
Entity Address Postal Zip Code	33602
City Area Code	215
Local Phone Number	613-9898
Security 12b Title	Common Stock, $0.001 par value
Trading Symbol	INTV
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Entity Address Address Line 2	Suite 1122

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Current assets:
Cash	$ 749,745	$ 57,815
Receivables	1,675	0
Digital Assets	172,992	1,714,076
Prepaid expenses and other current assets	260,918	249,200
Deposits, Current	578,147	578,147
Total current assets	1,763,477	2,599,238
Other assets:
Goodwill	670,329	0
Property and equipment, net	761,333	1,343,453
Intangible assets, net	129,052	0
Operating lease right-of-use assets	113,286	0
Total other assets	1,674,000	1,343,453
TOTAL ASSETS	3,437,477	3,942,691
Current liabilities:
Accounts payable	976,985	975,658
Accrued expenses	40,410	27,632
Accrued preferred stock dividends	2,133,081	2,133,081
Operating lease liability, current	16,500	0
Due to related party	72,184	46,771
Notes payable in default, net of debt discount	500,000	500,000
Total current liabilities	3,739,160	3,683,142
Long Term Liabilities
Sub-lease security deposit	7,500	0
Operating lease liability, longterm	89,786	0
Total Liabilities	3,836,446	3,683,142
Mezzanine:
Commitments and contingencies	0	0
Stockholders' equity:
Common stock payable	148,455	0
Common stock, $0.001 par value; (750,000,000 shares authorized; 5,161,580 and 5,064,492 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively)	5,161	5,064
Additional paid in capital	81,295,493	81,195,590
Accumulated deficit	(86,282,782)	(85,066,735)
Total Stockholders' equity of Integrated Ventures, Inc. and Subsidiaries	(4,833,043)	(3,865,451)
Noncontrolling interest	309,074	0
Total stockholders' deficit	(4,523,969)	(3,865,451)
Total liabilities, mezzanine and stockholders' deficit	3,437,477	3,942,691
Series B Preferred Stock [Member]
Mezzanine:
Preferred stock, value	130	130
Series C Preferred Stock [Member]
Current liabilities:
Accrued preferred stock dividends	378,206	3,782,026
Mezzanine:
Preferred stock, value	1,125,000	1,125,000
Series D Preferred Stock [Member]
Mezzanine:
Preferred stock, value	3,000,000	3,000,000
Series A Preferred Stock [Member]
Mezzanine:
Preferred stock, value	$ 500	$ 500

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Jun. 30, 2024
Stockholders' deficit
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	750,000,000	750,000,000
Common stock, shares issued	5,161,580	5,064,492
Common stock, shares outstanding	5,161,580	5,064,492
Series B Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	130,000	130,000
Preferred stock, shares outstanding	130,000	130,000
Series C Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	3,000	3,000
Preferred stock, shares issued	1,125	1,125
Preferred stock, shares outstanding	1,125	1,125
Series D Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	4,000	4,000
Preferred stock, shares issued	3,000	3,000
Preferred stock, shares outstanding	3,000	3,000
Series A Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue:
Digital asset mining	$ 0	$ 1,059,064
Online sales, net	1,148	0
Total revenue	1,148	1,059,064
Costs and expenses
Cost of revenues - energy, hosting, and other	0	839,811
Cost of revenues - online products	388	0
General and administrative	335,214	8,489,017
Depreciation and amortization	483,700	733,564
Change in fair value of digital assets	(19,538)	60,325
Realized (gain) loss on sale/purchase of digital assets	271,276	(6,806)
Impairment of property and equipment	103,410	0
Total operating expenses	1,174,450	10,115,911
Income (loss) from operations	(1,173,302)	(9,056,847)
Other income (expense):
Interest expense	(13,060)	(23,030)
Loss on settlement of payables	(56,887)	0
Total other income (expense)	(69,947)	(23,030)
Income (loss) before income taxes	(1,243,249)	(9,079,877)
Provision for income taxes	0	0
Net income (loss)	(1,243,249)	(9,079,877)
Net income (loss) attributable to noncontrolling interest	27,202	0
Net income (loss) attributable to Integrted Ventures, Inc.	(1,216,047)	(9,079,877)
Dividends on Preferred Stock	0	(207,797)
Net income (loss) attributable to shareholders	$ (1,216,047)	$ (9,287,674)
Net income (loss) per common share attributable to shareholders, basic and diluted	$ (0.24)	$ (2.81)
Weighted average number of common shares outstanding, basic and diluted	5,077,156	3,308,818

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Series C, Preferred Stock	Series D, Preferred Stock	Series A, Preferred Stock	Series B, Preferred Stock	Common Stock	Common Stock Payable Member	Additional Paid-In Capital	Accumulated Deficit	Noncontrolling Interest
Balance, shares at Jun. 30, 2023		1,125	3,000	500,000	100,000	2,864,492
Balance, amount at Jun. 30, 2023	$ (509,883)	$ 1,125,000	$ 3,000,000	$ 500	$ 100	$ 2,864	$ 0	$ 72,588,520	$ (73,101,867)	$ 0
Cummulative effect adjustment upon adoption of ASU 2023-08	47,360	0	0	0	$ 0	$ 0	0	0	47,360	0
Issuance of common stock for conversion of Series B preferred stock, shares					(11,355)	1,135,500
Issuance of common stock for conversion of Series B preferred stock, amount	0	0	0	0	$ (11)	$ 1,136	0	(1,125)	0	0
Issuance of Series B preferred stock for related party compensation, shares					50,000
Issuance of Series B preferred stock for related party compensation, amount	8,300,000	0	0	0	$ 50	0	0	8,299,950	0	0
Preferred stock dividends	(207,797)	0	0	0	0	0	0	0	(207,797)	0
Net loss	(9,079,877)	$ 0	$ 0	$ 0	$ 0	$ 0	0	0	(9,079,877)	0
Common stock payable in exchange for settlement of liabilities	0
Balance, shares at Sep. 30, 2023		1,125	3,000	500,000	138,645	3,999,992
Balance, amount at Sep. 30, 2023	(1,450,197)	$ 1,125,000	$ 3,000,000	$ 500	$ 139	$ 4,000	0	80,887,345	(82,342,181)	0
Balance, shares at Jun. 30, 2024		1,125	3,000	500,000	130,000	5,064,492
Balance, amount at Jun. 30, 2024	(3,865,451)	$ 1,125,000	$ 3,000,000	$ 500	$ 130	$ 5,064	0	81,195,590	(85,066,735)	0
Net loss	(1,243,249)	0	0	0	0	$ 0	0	0	(1,216,047)	(27,202)
Common stock issued for investment in Healthy Lifestyle USA LLC, shares						97,088
Common stock issued for investment in Healthy Lifestyle USA LLC, amount	100,000	0	0	0	0	$ 97	0	99,903	0	0
Recognition of noncontrolling interest in acquisition	336,276	0	0	0	0	0	0	0	0	336,276
Common stock payable in exchange for settlement of liabilities	148,455	$ 0	$ 0	$ 0	$ 0	$ 0	148,455	0	0	0
Balance, shares at Sep. 30, 2024		1,125	3,000	500,000	130,000	5,161,580
Balance, amount at Sep. 30, 2024	$ (4,523,969)	$ 1,125,000	$ 3,000,000	$ 500	$ 130	$ 5,161	$ 148,455	$ 81,295,493	$ (86,282,782)	$ 309,074

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ (1,243,249)	$ (9,079,877)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	483,700	733,564
Impairment Of Property And Equipment	103,410	0
Stock-based compensation - related party	0	8,300,000
Realized loss (gain) on sale of digital currencies	271,276	(6,806)
Loss on settlement of payables	56,887	0
Lease cost, net of repayment	(7,000)	0
Change in fair value of digital assets	(19,538)	60,325
Operating cost paid with digital assets	0	12,814
Revenue recognized from Bitcoin mined	0	(1,059,064)
Changes in operating assets and liabilities:
Receivables	1,200	0
Prepaid expenses and other current assets	(3,928)	(3,765)
Accounts payable	74,166	44,525
Accrued expenses	12,778	23,000
Due to related party	25,413	40,997
Net cash provided by (used in) operating activities	(244,885)	(934,287)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in acquisition of Healthy Lifestyle USA LLC	4,711	0
Purchase of 51% interest in Healthy Lifestyle USA LLC	(250,000)	0
Purchase of property and equipment	(2,242)	0
Net proceeds from the sale of digital assets	2,449,448	780,991
Purchase of intangible assets	(112,500)	0
Cash deposit received from subtenant	7,500	0
Purchase of digital assets	(1,160,102)	0
Net cash provided by (used in) investing activities	936,815	780,991
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of related party advance	0	(47,030)
Net cash provided by (used in) financing activities	0	(47,030)
Net increase (decrease) in cash	691,930	(200,326)
Cash, cash equivalents, and restricted cash - beginning of period	57,815	257,998
Cash, cash equivalents, and restricted cash - end of period	749,745	57,672
Cash paid during the period for:
Interest	0	0
Income taxes	0	0
Non-cash investing and financing activities:
Common Stock issued for purchase of 51% interest in Healthy Lifestyle USA LLC	100,000	0
Common stock payable in exchange for settlement of liabilities	148,455	0
Recognition of lease liability and ROU asset at lease commencement	116,536	0
Accrued preferred stock dividends	0	207,797
Cumulative effect upon adoption of ASU 2023-08	0	47,360
Conversion of Series B preferred stock for common stock	0	1,136
Purchase of property and equipment with digital currencies	0	36,750
Payment of amounts due to related party with digital currencies	$ 0	$ 189,185

ORGANIZATION BASIS OF PRESENTATION

3 Months Ended

Sep. 30, 2024

ORGANIZATION BASIS OF PRESENTATION

ORGANIZATION BASIS OF PRESENTATION

1. ORGANIZATION BASIS OF PRESENTATION

Organization

Basis of Presentation

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Sep. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

All significant intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

Digital Assets

Property and Equipment

During the three months ended September 30, 2024 and 2023, we impaired mining equipment and recognized impairment expense of $103,410 and $0, respectively.

Intangible Assets

Impairment of Long-Lived Assets

Goodwill

Leases

Mezzanine

Stock-Based Compensation

Revenue Recognition

The following table presents the Company’s revenue by revenue source:

	Three Months Ended September 30,
	2024		2023
Digital asset mining	$	-	$	1,059,064
Online sales, net		1,148		-
	$	1,148	$	1,059,064

Digital Asset Mining

Online Sales

Income Taxes

Net Income (Loss) Per Share

The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share as their inclusion would be anti-dilutive.

	Three Months Ended September 30,
	2024		2023
Weighted average convertible preferred stock		13,233,588		10,713,188
Weighted average common stock payable		6,522		-

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3:	assets and liabilities whose significant value drivers are unobservable.

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:

	Fair value measured as of September 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	172,992	$	172,992	$	-	$	-

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	1,714,076	$	1,714,076	$	-	$	-

Assets and liabilities not measured at fair value on a recurring basis

Recently Issued Accounting Pronouncements

Reclassifications

Certain amounts in the financial statements for the year ended June 30, 2023 have been reclassified to conform to the presentation for the year ended June 30, 2024.

GOING CONCERN

3 Months Ended

Sep. 30, 2024

GOING CONCERN

GOING CONCERN

3. GOING CONCERN

DIGITAL ASSETS

3 Months Ended

Sep. 30, 2024

DIGITAL ASSETS

DIGITAL ASSETS

4. DIGITAL ASSETS

Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets

The following table presents the Company’s significant Digital Asset holdings as of September 30, 2024 and June 30, 2023, respectively:

	Quantity		Cost Basis		Fair Value
Bitcoin		3.01	$	153,454	$	172,992
Total digital assets held as of September 30, 2024			$	153,454	$	172,992

	Quantity		Cost Basis		Fair Value
Bitcoin		27.35	$	1,824,999	$	1,714,076
Total digital assets held as of June 30, 2024			$	1,824,999	$	1,714,076

The following table presents a roll-forward of total digital assets for the three months ended September 30, 2024, based on the fair value model under ASU 2023-08:

	Fair Value
Balance as of June 30, 2024	$	1,714,076
Proceeds from sale of Digital Assets		(2,449,448	)
Purchase of Digital Assets		1,160,102
Realized gain (loss) on sale/purchase of digital assets		(271,276	)
Change in fair value of Digital Assets		19,538
Balance as of September 30, 2024	$	172,992

	Fair Value
Balance as of June 30, 2023	$	447,425
Cumulative effect upon adoption of ASU 2023-08		47,360
Revenue recognized from Bitcoin mined (37.12 BTC)		1,059,064
Operating cost paid with digital assets		(12,814	)
Amount due to related party paid with Digital Assets		(189,185	)
Purchase of property and equipment with Digital Assets		(36,750	)
Proceeds from sale of Digital Assets		(780,991	)
Realized gain (loss) on sale/purchase of digital assets		6,806
Change in fair value of Digital Assets		(60,325	)
Balance as of September 30, 2023	$	480,590

PROPERTY AND EQUIPMENT

3 Months Ended

Sep. 30, 2024

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	September 30, 2024			June 30, 2024

Cryptocurrency mining equipment	$	6,466,333		$	6,569,743
Furniture and equipment		165,277			163,035

Total		6,631,610			6,732,778
Less accumulated depreciation and amortization		(5,870,277	)		(5,389,325	)

Net	$	761,333		$	1,343,453

INTANGIBLE ASSETS

3 Months Ended

Sep. 30, 2024

INTANGIBLE ASSETS

INTANGIBLE ASSETS

6. INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	Useful Lives	September 30, 2024			June 30, 2024

Website	3 years	$	47,500		$	-
Less accumulated amortization			(1,256	)		-
Net website		$	46,244		$	-

Software	3 years	$	65,000		$	-
Less accumulated amortization			(1,492	)		-
Net software		$	63,508		$	-

Domain name	10 years	$	16,500		$	-
Less accumulated amortization			-			-
Net domain name		$	16,500		$	-

Trademark	10 years	$	2,800		$	-
Less accumulated amortization			-			-
Net trademark		$	2,800		$	-

Total intangible assets, net		$	129,052		$	-

Amortization expense for the three months ended September 30, 2024 and 2023 was $2,728 and $0, respectively.

BUSINESS COMBINATION

3 Months Ended

Sep. 30, 2024

BUSINESS COMBINATION

BUSINESS COMBINATION

7. BUSINESS COMBINATION

The allocation of the purchase price and the estimated fair market values of the assets acquired, liabilities assumed, and noncontrolling interest are shown below:

Cash	$	4,710
Prepaids		7,790
Receivable		2,875
Intangible assets		19,300
Total assets acquired		34,675

Accounts payable		18,729
Total liabilities assumed		18,729

Net assets acquired	$	15,946

Total consideration for 51% purchase	$	350,000

Implied value of Healthy Lifestyle	$	686,275

Net assets acquired		(15,946	)

Total goodwill created	$	670,329

Noncontrolling interest (49% x $686,275)	$	336,276

OPERATING LEASE

3 Months Ended

Sep. 30, 2024

OPERATING LEASE

OPERATING LEASE

8. OPERATING LEASE

Future minimum lease payments under the lease as of September 30, 2024, were as follows:

Remainder of 2025	$	10,000
2026		26,750
2027		29,750
2028		32,750
2029		35,750
Thereafter		3,000
Total		138.000
Less: Interest		(31,714	)
Present value of lease liability		106,286
Operating lease liability, current [1]		(16,500	)
Operating lease liability, long term	$	89,786

[1] Represents lease payments to be made in the next 12 months.

RELATED PARTY TRANSACTIONS

3 Months Ended

Sep. 30, 2024

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

9. RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2024, Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $100,000 of bonuses were approved by the Board of Directors.

NOTES PAYABLE

3 Months Ended

Sep. 30, 2024

NOTES PAYABLE

NOTES PAYABLE

10. NOTES PAYABLE

MEZZANINE

3 Months Ended

Sep. 30, 2024

MEZZANINE

MEZZANINE

11. MEZZANINE

Series C Preferred Stock

Series D Preferred Stock

STOCKHOLDERS EQUITY (DEFICIT)

3 Months Ended

Sep. 30, 2024

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)

12. STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Series A Preferred Stock

Series B Preferred Stock

The Company had 130,000 and 130,000 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively.

Common Stock

As of September 30, 2024, we were authorized to issue up to 300,000,000 shares of common stock with a par value of $0.001.

The Company had 5,161,580 and 5,064,492 common shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively.

During the three months ended September 30, 2023, the Company issued a total of 1,135,500 shares of its common in conversion of Series B preferred stock recorded at par value of $1,136.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Sep. 30, 2024

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

13. COMMITMENTS AND CONTINGENCIES

Legal Matters

SUBSEQUENT EVENTS

3 Months Ended

Sep. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Sep. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

Principles of Consolidation

All significant intercompany transactions and balances have been eliminated.

Cash and Cash Equivalents

Digital Assets

Property and Equipment

During the three months ended September 30, 2024 and 2023, we impaired mining equipment and recognized impairment expense of $103,410 and $0, respectively.

Intangible Assets

Impairment of Long-Lived Assets

Goodwill

Leases

Mezzanine

Stock-Based Compensation

Revenue Recognition

The following table presents the Company’s revenue by revenue source:

	Three Months Ended September 30,
	2024		2023
Digital asset mining	$	-	$	1,059,064
Online sales, net		1,148		-
	$	1,148	$	1,059,064

Digital Asset Mining

Online Sales

Income Taxes

Net Income (Loss) Per Share

The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share as their inclusion would be anti-dilutive.

	Three Months Ended September 30,
	2024		2023
Weighted average convertible preferred stock		13,233,588		10,713,188
Weighted average common stock payable		6,522		-

Fair Value of Financial Instruments

Income Taxes

Net Income (Loss) Per Share

The following table presents potentially dilutive securities that were not included in the computation of diluted net income per share as their inclusion would be anti-dilutive.

	Three Months Ended September 30,
	2024		2023
Weighted average convertible preferred stock		13,233,588		10,713,188
Weighted average common stock payable		6,522		-

Fair Value of Financial Instruments

Assets and liabilities measured at fair value on a recurring basis

We recognize financial instruments under the following fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows:

	Level 1:	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2:	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3:	assets and liabilities whose significant value drivers are unobservable.

Recently Issued Accounting Pronouncements

Reclassifications

The following tables present the Company’s assets and liabilities measured at fair value on a recurring basis:

	Fair value measured as of September 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	172,992	$	172,992	$	-	$	-

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	1,714,076	$	1,714,076	$	-	$	-

Assets and liabilities not measured at fair value on a recurring basis

Certain amounts in the financial statements for the year ended June 30, 2023 have been reclassified to conform to the presentation for the year ended June 30, 2024.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Sep. 30, 2024

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of Revenue Recognition

	Three Months Ended September 30,
	2024		2023
Digital asset mining	$	-	$	1,059,064
Online sales, net		1,148		-
	$	1,148	$	1,059,064

Schedule of computation of diluted earnings per share

	Three Months Ended September 30,
	2024		2023
Weighted average convertible preferred stock		13,233,588		10,713,188
Weighted average common stock payable		6,522		-

Schedule of measured at fair value on a recurring basis

	Fair value measured as of September 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	172,992	$	172,992	$	-	$	-

	Fair value measured as of June 30, 2024
	Total carrying value		Level 1		Level 2		Level 3
Bitcoin (see NOTE 4)	$	1,714,076	$	1,714,076	$	-	$	-

DIGITAL ASSETS (Tables)

3 Months Ended

Sep. 30, 2024

DIGITAL ASSETS

Schedule of Company's significant Digital Asset holdings

	Quantity		Cost Basis		Fair Value
Bitcoin		3.01	$	153,454	$	172,992
Total digital assets held as of September 30, 2024			$	153,454	$	172,992

	Quantity		Cost Basis		Fair Value
Bitcoin		27.35	$	1,824,999	$	1,714,076
Total digital assets held as of June 30, 2024			$	1,824,999	$	1,714,076

Schedule of presents a roll-forward of total digital assets

	Fair Value
Balance as of June 30, 2024	$	1,714,076
Proceeds from sale of Digital Assets		(2,449,448	)
Purchase of Digital Assets		1,160,102
Realized gain (loss) on sale/purchase of digital assets		(271,276	)
Change in fair value of Digital Assets		19,538
Balance as of September 30, 2024	$	172,992

	Fair Value
Balance as of June 30, 2023	$	447,425
Cumulative effect upon adoption of ASU 2023-08		47,360
Revenue recognized from Bitcoin mined (37.12 BTC)		1,059,064
Operating cost paid with digital assets		(12,814	)
Amount due to related party paid with Digital Assets		(189,185	)
Purchase of property and equipment with Digital Assets		(36,750	)
Proceeds from sale of Digital Assets		(780,991	)
Realized gain (loss) on sale/purchase of digital assets		6,806
Change in fair value of Digital Assets		(60,325	)
Balance as of September 30, 2023	$	480,590

PROPERTY AND EQUIPMENT (Tables)

3 Months Ended

Sep. 30, 2024

PROPERTY AND EQUIPMENT

Schedule of Property and equipment

	September 30, 2024			June 30, 2024

Cryptocurrency mining equipment	$	6,466,333		$	6,569,743
Furniture and equipment		165,277			163,035

Total		6,631,610			6,732,778
Less accumulated depreciation and amortization		(5,870,277	)		(5,389,325	)

Net	$	761,333		$	1,343,453

INTANGIBLE ASSETS (Tables)

3 Months Ended

Sep. 30, 2024

INTANGIBLE ASSETS

Schedule of Intangible Assets

	Useful Lives	September 30, 2024			June 30, 2024

Website	3 years	$	47,500		$	-
Less accumulated amortization			(1,256	)		-
Net website		$	46,244		$	-

Software	3 years	$	65,000		$	-
Less accumulated amortization			(1,492	)		-
Net software		$	63,508		$	-

Domain name	10 years	$	16,500		$	-
Less accumulated amortization			-			-
Net domain name		$	16,500		$	-

Trademark	10 years	$	2,800		$	-
Less accumulated amortization			-			-
Net trademark		$	2,800		$	-

Total intangible assets, net		$	129,052		$	-

BUSINESS COMBINATION (Tables)

3 Months Ended

Sep. 30, 2024

BUSINESS COMBINATION

Schedule of Business Combination

Cash	$	4,710
Prepaids		7,790
Receivable		2,875
Intangible assets		19,300
Total assets acquired		34,675

Accounts payable		18,729
Total liabilities assumed		18,729

Net assets acquired	$	15,946

Total consideration for 51% purchase	$	350,000

Implied value of Healthy Lifestyle	$	686,275

Net assets acquired		(15,946	)

Total goodwill created	$	670,329

Noncontrolling interest (49% x $686,275)	$	336,276

OPERATING LEASE (Tables)

3 Months Ended

Sep. 30, 2024

OPERATING LEASE

Schedule of future minimum lease payments

Remainder of 2025	$	10,000
2026		26,750
2027		29,750
2028		32,750
2029		35,750
Thereafter		3,000
Total		138.000
Less: Interest		(31,714	)
Present value of lease liability		106,286
Operating lease liability, current [1]		(16,500	)
Operating lease liability, long term	$	89,786

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue Recognition	$ 1,148	$ 1,059,064
Digital asset mining [Member]
Revenue Recognition	0	1,059,064
Online sales, net
Revenue Recognition	$ 1,148	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Weighted average convertible preferred stock	$ 13,233,588	$ 10,713,188
Weighted average common stock payable	$ 6,522	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - Carring Value [Member] - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Bitcoin	$ 172,992	$ 1,714,076
Level 1 [Member]
Bitcoin	172,992	1,714,076
Level 2 [Member]
Bitcoin	0	0
Level 3 [Member]
Bitcoin	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Goodwill acquire	$ 670,000
Impairment Of Long Lived Asset Member
Impairment charges on asset	$ 103,410	$ 0

DIGITAL ASSETS (Details) - Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets [Member] - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Bitcoin Per Share Quantity	$ 3.01	$ 27.35
Cost Basis [Member]
Bitcoin	$ 153,454	$ 1,824,999
Total digital assets held as of September 30, 2024	172,992	1,824,999
Fair Value [Member]
Bitcoin	153,454	1,714,076
Total digital assets held as of March 31, 2024	$ 172,992	$ 1,714,076

DIGITAL ASSETS (Details 1) - USD ($)	3 Months Ended		12 Months Ended
DIGITAL ASSETS (Details 1) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Digital assets, Beginning Balance	$ 1,714,076
Operating cost paid with digital assets	0	$ (12,814)
Operating expenses paid with Digital Assets	(1,174,450)	(10,115,911)
Digital assets, Ending Balance	172,992
Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets [Member]
Digital assets, Beginning Balance	1,714,076	$ (480,590)	$ 447,425
Cumulative effect upon adoption of ASU 2023-08			47,360
Revenue recognized from Bitcoin mined			1,059,064
Proceeds from sale of Digital Assets	(2,449,448)		(780,991)
Operating cost paid with digital assets	(12,814)
Purchase of property and equipment with Digital Assets	1,160,102		(36,750)
Operating expenses paid with Digital Assets			(6,806)
Amount due to related party paid with Digital Assets			(189,185)
Change in fair value of Digital Assets	19,538		60,325
Digital assets, Ending Balance	172,992		$ (480,590)
Realized gains for the nine months ended March 31, 2024	$ (271,276)

DIGITAL ASSETS (Details Narrative) - Prior to Adoption of ASU 2023-08, Accounting for and Disclosure of Crypto Assets [Member]	3 Months Ended
	Sep. 30, 2024 USD ($)
Increase to digital assets	$ 47,360
Decrease to accumulated deficit	$ 47,360

GOING CONCERN (Details Narrative) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
GOING CONCERN
Accumulated Deficit	$ (86,282,782)	$ (85,066,735)
Current Liabilities Exceeded Current Assets	$ 1,975,683

PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Property and Equipment, Net	$ 761,333	$ 1,343,453
Cryptocurrency mining equipment [Member]
Property and Equipment, Total	6,466,333	6,569,743
Furniture and equipment [Member]
Property and Equipment, Total	165,277	163,035
Property and equipment, net [Member]
Property and Equipment, Net	761,333	1,343,453
Property and Equipment, Total	6,631,610	6,732,778
Less accumulated depreciation and amortization	$ (5,870,277)	$ (5,389,325)

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
PROPERTY AND EQUIPMENT
Impairment expense	$ 103,410	$ 0
Depreciation expense	$ 480,952	$ 733,564

INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended
INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
Intangible assets	$ 129,052	$ 0
Website [Member]
Less accumulated amortization	$ 1,256	0
Intangible assets Useful Lives	3 years
Intangible assets gross	$ 47,500	0
Intangible assets	46,244	0
Software [Member]
Less accumulated amortization	$ 1,492	0
Intangible assets Useful Lives	3 years
Intangible assets gross	$ 65,000	0
Intangible assets	63,508	0
Domain name [Member]
Less accumulated amortization	$ 0	0
Intangible assets Useful Lives	10 years
Intangible assets gross	$ 6,500	0
Intangible assets	16,500	0
Trademark [Member]
Less accumulated amortization	$ 0	0
Intangible assets Useful Lives	10 years
Intangible assets gross	$ 2,800	0
Intangible assets	$ 2,800	$ 0

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023
INTANGIBLE ASSETS
Intangible asset amortization expense	$ 2,728	$ 0

BUSINESS COMBINATION (Details)	Aug. 29, 2024 USD ($)
BUSINESS COMBINATION
Cash	$ 4,710
Prepaids	7,790
Business combination Receivable	2,875
business Intangible assets	19,300
Total assets acquired	34,675
Accounts payable	18,729
Total liabilities assumed	18,729
Net assets acquired	15,946
Total consideration for 51% purchase	350,000
Implied value of Healthy Lifestyles	686,275
Net assets acquired	(15,946)
Total goodwill created	670,329
Noncontrolling interest (49% x $686,275)	$ 336,276

BUSINESS COMBINATION (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
BUSINESS COMBINATION (Details Narrative) - USD ($)	Aug. 29, 2024	Aug. 28, 2024	Sep. 30, 2024	Sep. 30, 2023
Membership interests	51.00%
Purchase price	$ 350,000
Cash purchase price	$ 250,000
Share purchase price	97,087
Market value of shares	$ 100,000		$ 148,455	$ 0
Share closing price	$ 1.03
Membership noncontrolling interest	51.00%
Selling [Member]
Market value of shares		$ 100,000
Cash		$ 300,000
Description of exceed gross revenue		gross revenue of within 20% of approximately $1.7 million and a minimum profit margin of 10% during the 30-day period from day 90 to day 120 post-closing

OPERATING LEASE (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024
OPERATING LEASE
Remainder of 2025	$ 10,000
2026	26,750
2027	29,750
2028	32,750
2029	35,750
Thereafter	3,000
Total	138.000
Less: Interest	31,714
Present value of lease liability	106,286
Operating lease liability, current	(16,500)	$ 0
Operating lease liability, long term	$ 89,786	$ 0

OPERATING LEASE (Details Narrative)	3 Months Ended
OPERATING LEASE (Details Narrative)	Sep. 30, 2024 USD ($) ft²
OPERATING LEASE
Operating lease expense	$ 5,000
Area of lease \| ft²	750
Year two	$ 2,250
Year one	2,000
Year three	2,500
Year four	2,750
Year five	3,000
ROU asset	$ 116,536
Weighted average remaining lease term	4 months 25 days
Discount rate	10.00%
Operating leases	$ 12,000

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Jun. 30, 2024
Description of compensastion	Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, $100,000 of bonuses were approved by the Board of Directors	Mr. Rubakh’s annual salary was $250,000 ($62,500 quarterly). In addition, quarterly bonuses of $50,000 were approved by the Board of Directors. Additionally, the Company issued to Mr. Rubakh 50,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis
Term Of The Agreement	36 months
Total compensation expense	$ 62,500		$ 8,412,500
Converted series B preferred stock into common stock, Value	8,300,000
Tioga [Member]
PowerExpense	$ 0	$ 96,527
Mr. Rubakh [Member]
Share converted series B preferred stock into common stock		11,355
Share series B preferred stock		1,135,500
Series B convertible preferred stock issued	100
Accrued salary			$ 46,771	$ 72,184

NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Jun. 15, 2022	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Notes Payable		$ 500,000		$ 500,000
Notes Payable Member
Repayment of accrued interest		$ 12,778	$ 23,000
Promissory Note [Member] \| BHP Capital NY Inc [Member]
Notes Payable	$ 500,000
Interest charge	$ 130,000
Interest per annum	18.00%
Restricted common stock	16,000
Common stock market price	$ 123,200

MEZZANINE (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
MEZZANINE (Details Narrative) - USD ($)	Feb. 19, 2021	Sep. 30, 2024	Jun. 30, 2024	Jan. 14, 2021
Accrued Series C preferred stock dividends		$ 2,133,081	$ 2,133,081
Series C Preferred Stock [Member]
Preferred stock, shares authorized		3,000	3,000	3,000
Preferred stock, shares par value				$ 0.001
Cumulative dividends		12.00%
Preferred stock, shares stated value, per share				1,100
Preferred stock, shares issued		1,125	1,125
Preferred stock, shares outstanding		1,125	1,125
conversion price				$ 8.50
Accrued Series C preferred stock dividends		$ 378,206	$ 3,782,026
Series D Preferred Stock [Member]
Conversion price	$ 37.50
Accrued Series D preferred stock dividends		$ 1,754,875	$ 1,754,875
Preferred stock, shares authorized	4,000	4,000	4,000
Preferred stock, shares par value	$ 0.001
Cumulative dividends		12.00%
Preferred stock, shares stated value, per share	$ 1,100
Preferred stock, shares issued		3,000	3,000
Preferred stock, shares outstanding		3,000	3,000
Series C Common Stock [Member]
Preferred stock, shares issued		1,125	1,125
Preferred stock, shares outstanding		1,125	1,125

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
	Dec. 21, 2015	Mar. 31, 2015	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024
Common Stock, Shares Par Value			$ 0.001		$ 0.001
Authorized to issue shares of common stock			300,000,000
Common stock, shares issued			5,161,580		5,064,492
Loss on settlement of payables			$ (56,887)	$ 0
Common Stock, Shares Outstanding			5,161,580		5,064,492
Healthy Lifestyle USA LLC [Member]
Settlement of fair value			$ 148,445
Loss on settlement of payables			56,887
Common stock issued			150,000
Third party vendor to settle amount			91,568
Common stock payable			$ 148,455
Share issued during period			97,088
Series B Preferred Stock [Member]
Preferred Stock, Shares Par Value	$ 0.001		$ 0.001		$ 0.001
Preferred Stock, Shares Authorized			1,000,000		1,000,000
Preferred stock, shares issued			130,000		130,000
Preferred Stock, Shares Outstanding			130,000		130,000
Number of authorized shares increased	1,000,000
Preferred Stock, Shares Stated Value	$ 0.001
Common Stock Shares Issuable Upon Conversion Of Preferred Stock	100
Series B Preferred Stock [Member] \| Presidents [Member]
Issuance Of Common Shares In Conversion, Shares	500,000
Series A Preferred Stock [Member]
Preferred Stock, Shares Par Value		$ 0.001	$ 0.001		$ 0.001
Preferred Stock, Shares Authorized		1,000,000	1,000,000		1,000,000
Preferred stock, shares issued			500,000		500,000
Preferred Stock, Shares Outstanding			500,000		500,000
Designated convertible preferred stock		500,000
Preferred stock voting rights		1,000
Common Stock [Member]
Issued in Conversion of Series B Preferred Stock, Shares				1,135,500
Conversion of Series B preferred stock at par value				$ 1,136
Preferred Stock Series B [Member] \| Mr. Rubakh [Member]
Share converted series B preferred stock into common stock			11,355
Share series B preferred stock			1,135,500
Shares Issued Series B convertible preferred stock			50,000
Shares Issued Series B convertible preferred stock, value			$ 8,300,000
Convertible Prefreed Stock Shares Issuable Upon Conversion Of Common Stock			100		100