Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2019

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

For the transition period from __________ to __________

Commission file number: 333-174759

INTEGRATED VENTURES, INC.

(Exact Name of Registrant as Specified in Its charter)

Nevada

82-1725385

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

73 Buck Road, Suite 2, Huntingdon Valley, PA 19006

(Address of principal executive offices) (Zip Code)

(215) 613-1111

(Registrant’s Telephone Number, Including Area Code)

Securities registered 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	NA

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit such files.) Yes x No ¨.

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
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 ¨

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

The number of shares outstanding of the issuer’s common stock, $0.001 par value per share, was 54,080,569 as of November 14, 2019.

INTEGRATED VENTURES, INC.

FORM 10-Q

SEPTEMBER 30, 2019

TABLE OF CONTENTS

		Page No.
PART I: FINANCIAL INFORMATION

Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	32
Item 4.	Controls and Procedures	32

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34

SIGNATURES		35

Table of Contents

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements		Page

Condensed Balance Sheets as of September 30, 2019 (unaudited) and June 30, 2019		3

Condensed Statements of Operations for the Three Months Ended September 30, 2019 and 2018 (unaudited)		4

Condensed Statements of Stockholders’ Deficit for the Three Months Ended September 30, 2019 and 2018 (unaudited)		5

Condensed Statements of Cash Flows for the Three Months Ended September 30, 2019 and 2018 (unaudited)		7

Notes to Condensed Financial Statements (unaudited)		9

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Integrated Ventures, Inc.

Condensed Balance Sheets

	September 30, 2019			June 30, 2019
	(Unaudited)
ASSETS
Current assets:
Cash	$	61,339		$	48,310
Prepaid expenses and other current assets		6,500			3,250
Equipment deposits		-			27,971
Total current assets		67,839			79,531

Non-current assets:
Property and equipment, net		1,033,323			1,039,683
Digital currencies		9,745			2
Deposits		700			700
Total assets	$	1,111,607		$	1,119,916

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	38,951		$	39,028
Accrued expenses		40,293			24,456
Due to related party		78,933			69,854
Derivative liabilities		380,020			1,617,774
Convertible notes payable, net of discounts		604,380			457,147
Total current liabilities		1,142,577			2,208,259

Total liabilities		1,142,577			2,208,259

Commitments and contingencies

Stockholders’ deficit:
Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding as of September 30, 2019 and June 30, 2019)		500			500
Series B preferred stock, $0.001 par value, (500,000 shares authorized, 300,000 shares issued and outstanding as of September 30, 2019 and June 30, 2019, respectively)		300			300
Common stock, $0.001 par value, (250,000,000 shares authorized, 40,034,674 and 29,824,187 shares issued and outstanding as of September 30, 2019 and June 30, 2019, respectively)		40,035			29,825
Additional paid-in capital		20,641,899			19,864,239
Accumulated deficit		(20,713,704	)		(20,983,207	)
Total stockholders’ deficit		(30,970	)		(1,088,343	)
Total liabilities and stockholders’ deficit	$	1,111,607		$	1,119,916

See notes to condensed financial statements

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Integrated Ventures, Inc.

Condensed Statements of Operations

(Unaudited)

	Three Months Ended September 30,
	2019			2018

Revenues:
Cryptocurrency mining	$	107,465		$	100,465
Sales of cryptocurrency mining equipment		-			14,780
Total revenues		107,465			115,245

Cost of revenues		227,083			201,260

Gross loss		(119,618	)		(86,015	)

Operating expenses:
General and administrative		107,385			556,922
Impairment of assets		-			2,097,930

Total operating expenses		107,385			2,654,852

Loss from operations		(227,003	)		(2,740,867	)

Other income (expense):
Interest expense		(301,287	)		(3,324	)
Realized loss on investments		(3,361	)		(7,238	)
Loss on conversion of debt		(7,545	)		-
Digital currency theft loss		(33,037	)		-
Change in fair value of derivative liabilities		841,736			1,051,207
Total other income		496,506			1,040,645
Income (loss) before income taxes		269,503			(1,700,222	)
Provision for income taxes		-			-
Net income (loss)	$	269,503		$	(1,700,222	)
Net income (loss) per common share:
Basic	$	0.01		$	(0.18	)
Diluted	$	0.00		$	(0.18	)

Weighted average number of common shares outstanding:
Basic		35,499,687			9,253,016
Diluted		105,191,630			9,253,016

See notes to condensed financial statements

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Integrated Ventures, Inc.

Condensed Statement of Stockholders’ Deficit

Three Months Ended September 30, 2019

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total

Balance, June 30, 2019		500,000	$	500		300,000	$	300		29,824,187	$	29,825	$	19,864,239	$	(20,983,207	)	$	(1,088,343	)

Common shares issued in Series B preferred stock Exchange Agreement		-		-		-		-		5,000,000		5,000		394,900		-			399,900

Common shares issued in conversion of convertible note payable		-		-		-		-		5,210,487		5,210		267,485		-			272,695

Settlement of derivative liabilities		-		-		-		-		-		-		115,275		-			115,275

Net income		-		-		-		-		-		-		-		269,503			269,503

Balance, September 30, 2019		500,000	$	500		300,000	$	300		40,034,674	$	40,035	$	20,641,899	$	(20,713,704	)	$	(30,970	)

See notes to condensed financial statements

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Integrated Ventures, Inc.

Condensed Statement of Stockholders’ Deficit

Three Months Ended September 30, 2018

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in			Stock Subscriptions		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Payable		Deficit			Total

Balance, June 30, 2018		500,000	$	500		309,166	$	309		8,964,103	$	8,965	$	9,290,344		$	35,000	$	(11,469,936	)	$	(2,134,818	)

Issuance of Series B preferred stock to officer for compensation		-		-		5,000		5		-		-		416,995			-		-			417,000

Issuance of Series B preferred stock for property and equipment		-		-		38,018		38		-		-		3,003,384			-		-			3,003,422

Common shares issued for consulting fees		-		-		-		-		100,000		100		54,900			-		-			55,000

Common shares issued in cashless exercise of warrants		-		-		-		-		560,000		560		(560	)		-		-			-

Common shares issued for debt discount		-		-		-		-		150,000		150		53,100			-		-			53,250

Cash received for common stock subscription		-		-		-		-		-		-		-			25,000		-			25,000
Net loss		-		-		-		-		-		-		-			-		(1,700,222	)		(1,700,222	)

Balance, September 30, 2018		500,000	$	500		352,184	$	352		9,774,103	$	9,775	$	12,818,163		$	60,000	$	(13,170,158	)	$	(281,368	)

See notes to condensed financial statements

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Integrated Ventures, Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Three Months Ended September 30,
	2019			2018

Cash flows from operating activities:
Net income (loss)	$	269,503		$	(1,700,222	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense		144,612			110,218
Amortization of debt discount		282,390			2,777
Change in fair value of derivative liabilities		(841,736	)		(1,051,207	)
Loss on conversion of debt		7,545			-
Realized loss on sale of investments		3,361			7,238
Digital currency theft loss		33,037			-
Stock-based compensation – related party		-			417,000
Stock-based compensation		-			55,000
Impairment of assets		-			2,097,930
Changes in assets and liabilities:
Digital currencies		(109,112	)		(100,225	)
Prepaid expenses and other current assets		(3,250	)		3,000
Accounts payable		(77	)		2,717
Accrued expenses		17,987			(27,454	)
Due to related party		9,079			28,001
Net cash used in operating activities		(186,661	)		(155,227	)

Cash flows from investing activities:
Net proceeds from the sale of investments		62,971			101,454
Purchase of property and equipment		(110,281	)		(37,146	)
Net cash provided by (used in) investing activities		(47,310	)		64,308

Cash flows from financing activities:
Proceeds from convertible notes payable		247,000			223,945
Proceeds from stock subscriptions payable		-			25,000
Net cash provided by financing activities		247,000			248,945

Net increase in cash		13,029			158,026
Cash, beginning of period		48,310			41,070

Cash, end of period	$	61,339		$	199,096

(Continued)

See notes to condensed financial statements

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Integrated Ventures, Inc.

Condensed Statements of Cash Flows (Continued)

(Unaudited)

	Three Months Ended September 30,
	2019		2018

Supplemental disclosure of cash flow information:
Cash paid for interest	$	-	$	29,257
Cash paid for income taxes		-		-

Non-cash investing and financing activities:
Equipment deposits for property and equipment	$	27,971	$	3,896
Debt discount for derivative liability		119,157		81,543
Common shares issued for convertible notes payable		265,150		-
Settlement of derivative liabilities		115,275		-
Common shares issued in Series B preferred stock Exchange Agreement		399,900		-
Common shares issued for cashless exercise of warrants		-		560
Common shares issued for debt discount		-		53,250
Series B preferred shares for property and equipment		-		3,003,422

See notes to condensed financial statements

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

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

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

The Company is developing and acquiring a diverse portfolio of digital currency assets and block chain technologies and mining revenues commenced in November 2017. Cryptocurrencies are a medium of exchange that uses decentralized control (a block chain) as opposed to a central bank to track and validate transactions. The Company, through its wholly owned subsidiary, BitcoLab, Inc., is currently mining Bitcoin, Litecoin and Ethereum, whereby the Company earns revenue by solving “blocks” to be added to the block chain.

As of September 30, 2019, the Company owned and operated approximately 1,030 miners of cryptocurrencies. In May 2019, the Company consolidated all of its mining operations and signed a three-year lease and power purchase agreement with PetaWatt Properties, LLC, located in upstate New York.

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim periods ended September 30, 2019 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2020. 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, 2019 filed on September 30, 2019 and Management’s Discussion and Analysis of Financial Condition and Results of Operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

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

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

Digital Currencies

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

Inventories

Inventories at June 30, 2018 consisted of cryptocurrency mining units held for sale or deployment in mining operations and are stated at the lower of cost or estimated realizable value. The Company had no inventories at September 30, 2019. Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.

Property and Equipment

Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction verification servers) and leasehold improvements, is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over a three-year period due to technological obsolescence reflecting rapid development of hardware that has faster processing capacity and other factors. Additionally, during the three months ended September 30, 2018, the Company wrote down cryptocurrency mining equipment by $2,097,930 to estimated net realizable value. 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.

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.

Derivatives

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

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

Where the number of warrants or common shares to be issued under these agreements is indeterminate, the Company has concluded that the equity environment is tainted, and all additional warrants and convertible debt are included in the value of the derivatives.

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

Impairment of Long-Lived Assets

All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Total impairment expense, consisting of write downs for cryptocurrency mining equipment totaled $2,097,930 for the three months ended September 30, 2018. We reported no impairment expense for the three months ended September 30, 2019.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of September 30, 2019 and June 30, 2019, the amounts reported for cash, prepaid expenses and other current assets, equipment deposits, accounts payable, accrued expenses and due to related party approximate fair value because of their short maturities.

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

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

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

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

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:

	Total		Level 1		Level 2		Level 3
September 30, 2019:
Derivative liabilities	$	380,020	$	-	$	-	$	380,020

Total liabilities measured at fair value	$	380,020	$	-	$	-	$	380,020

June 30, 2019:
Derivative liabilities	$	1,617,774	$	-	$	-	$	1,617,774

Total liabilities measured at fair value	$	1,617,774	$	-	$	-	$	1,617,774

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.

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

Revenue Recognition

Effective July 1, 2018, we adopted ASC 606, Revenue from Contracts with Customers, as amended, using the modified retrospective method, which requires the cumulative effect of adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. There was no cumulative effect of adopting the new standard and no impact on our financial statements. The new standard provides a single comprehensive model to be used in the accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance, including industry-specific guidance. The standard’s stated core principle is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, ASC 606 includes provisions within a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

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

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

There is currently no specific definitive guidance in GAAP or alternative accounting frameworks for the accounting for the production and mining of digital currencies and management has exercised significant judgment in determining appropriate accounting treatment for the recognition of revenue for mining of digital currencies. Management has examined various factors surrounding the substance of the Company’s operations and the guidance in ASC 606, including identifying the transaction price, when performance obligations are satisfied, and collectability is reasonably assured being the completion and addition of a block to a blockchain and the award of a unit of digital currency to the Company. In the event authoritative guidance is enacted by the FASB, the Company may be required to change its policies which could result in a change in the Company’s financial statements.

Income Taxes

The Company adopted the provisions of ASC 740-10, Accounting for Uncertain Income Tax Positions. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of September 30, 2019, tax years 2019, 2018, 2017, 2016 and 2015 remain open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

The Company adopted ASC 740-10, Definition of Settlement in FASB Interpretation No. 48, (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

Income (Loss) Per Share

Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as “in-the-money” stock options and warrants, 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 common shares used in the computation of basic and diluted net income (loss) per share are reconciled as follows:

	Three Months Ended September 30,
	2019		2018

Weighted average number of shares outstanding – basic		35,499,687		9,253,016
Dilutive effect of convertible debt		39,691,943		-
Dilutive effect of Series B convertible preferred stock		30,000,000		-

Weighted average number of shares outstanding – diluted		105,191,630		9,253,016

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing transactions. This new pronouncement, as amended, is effective January 1, 2019 for calendar-year-end public companies, and was adopted by the Company on July 1, 2019.

Adoption of the new lease pronouncement did not have a material impact on the Company’s financial statements. The Company concluded that the new lease pronouncement is not applicable to its New York lease and power purchase agreement, for which the Company’s sole obligation is to pay the lessor $0.41 on every kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations. .

There were no new accounting pronouncements issued or proposed by the FASB during the three months ended September 30, 2019 and through the date of filing this report which the Company believes will have a material impact on its financial financial statements.

Reclassifications

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

3. GOING CONCERN

The Company has reported recurring operating losses since its inception and used net cash in operating activities of $186,661 in the three months ended September 30, 2019. As of September 30, 2019, the Company had an accumulated deficit of $20,713,704 and a total stockholders’ deficit of $30,970. 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.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

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. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

	September 30, 2019			June 30, 2019

Cryptocurrency mining equipment	$	1,717,832		$	1,579,580
Furniture and equipment		16,366			16,366
Leasehold improvements		-			-

Total		1,734,198			1,595,946
Less accumulated depreciation and amortization		(700,875	)		(556,263	)

Net	$	1,033,323		$	1,039,683

Depreciation and amortization expense, included in cost of revenues, was $144,612 and $110,218 for the three months ended September 30, 2019 and 2018, respectively.

5. ASSET PURCHASE AGREEMENT

On August 2, 2018, the Company entered into an Asset Purchase Agreement with Secure Hosting LLC, a Florida limited liability, for the purchase of 182 Ethereum mining machines.

As consideration for the purchase of the machines, the Company issued 38,018 restricted shares of its Series B convertible preferred stock, valued on an “as converted to common” basis at an aggregate of $3,003,422, based on the market value of the Company’s common stock on the date of the transaction.

Of the 182 machines purchased, 152 were placed into operations, and 30 units deemed to be under-performing will be utilized by the Company as repair parts or sold as repair parts. The Company performed a lower of cost or market impairment analysis on the machines purchased, including writing off the purchase price allocated to the defective machines, and recorded an impairment expense of $2,097,930, which amount is included in operating expenses for the three months ended September 30, 2018.

The Agreement contains customary representations and warranties and covenants as of the Closing Date, including, without limitation, that the Equipment is (i) in good condition, (ii) free of all liens, (iii) not subject to any intellectual property rights other than software used in the Equipment and (iv) covered by certain manufacturer warranties. Because a portion of the machines were defective, certain shares of the Series B preferred stock issued in the transaction were subsequently returned to the Company and cancelled.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

6. DIGIMINE ACQUISITION AND PREFERRED STOCK EXCHANGE AGREEMENT

In April 2018, the Company acquired the digital currency mining operations of digiMine LLC (“digiMine”) through two Asset Purchase Agreements (the “digiMine Acquisition”) in a transaction recorded as a business combination.

On April 16, 2018, the Company entered into an Asset Purchase Agreement with digiMine for the purchase of digiMine’s digital currency mining assets located in Marlboro, New Jersey, the principal assets consisting of: 150 cryptocurrency mining machines; all right, title and interest in, the lease and leasehold improvements for the premises on which digiMine’s business operates; all books and records pertaining to ownership of digiMine’s business as applicable; and restricted cash of $175,000. The Company issued 16,666 shares of its Series B preferred stock to digiMine.

The Company also entered into a separate Security and Pledge Agreement, dated as of April 13, 2018, securing its obligations to digiMine under the Asset Purchase Agreement.

digiMine has the right (the “Put-Back Right”), at any time commencing April 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares. The Conversion Amount on execution is equal to $1,200,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale. Each of the Shares for purposes of the Put-Back Price is equal to a fixed price of $100 per share.

On April 30, 2018, the Company entered into a second Asset Purchase Agreement with digiMine for the purchase of digiMine’s digital currency mining assets located in Marlboro, New Jersey, the principal assets consisting of: 97 cryptocurrency mining machines and computer workstation; digital currency portfolio with an estimated value of $15,487; all right, title and interest in, the lease and leasehold improvements for the premises on which digiMine’s business operates; all books and records pertaining to ownership of digiMine’s business as applicable; and restricted cash of $200,000. The Company issued 20,000 shares of its Series B preferred stock to digiMine.

The Company also entered into a separate Security and Pledge Agreement, dated as of April 30, 2018, securing its obligations to digiMine under the Agreement.

digiMine has the right (the “Put-Back Right”), at any time commencing May 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Shares at a redemption price equal to 72% of the Shares. The Conversion Amount on execution is equal to $1,440,000 (the “Put-Back Price”) of such Shares; provided, that the Put Back Right expires with respect to any of the Shares at such time as the Shares are registered for resale. Each of the Shares for purposes of the Put-Back Price is equal to a fixed price of $100 per share.

The Company has identified the Put-Back Rights associated with the two Asset Purchase Agreements as derivatives.

The Company engaged an independent valuation firm to estimate the fair value of the Series B preferred stock issued in the two Asset Purchase Agreements, to estimate the value of the derivative liabilities associated with the Put-Back Rights, and allocate the total consideration paid to the assets acquired. The valuation firm developed multinomial lattice models that valued the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes.

The total consideration paid in the Acquisition is summarized as follows:

Value of 36,667 total Series B preferred shares	$	1,163,806
Derivative liabilities associated with Put-Back Rights		3,729,109

Total consideration paid	$	4,892,915

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

The total consideration paid was allocated to the fair value of the assets acquired as follows:

Restricted cash	$	375,000
Property and equipment		350,349
Digital currencies		14,056
Goodwill		4,153,510

Total consideration allocated	$	4,892,915

No liabilities of digiMine were assumed by the Company in the Acquisition. The excess of consideration paid over fair value of assets acquired was recorded as goodwill.

The Company performed an impairment analysis on the goodwill at June 30, 2018 and recorded an impairment expense of $4,153,510, which amount is included in operating expenses for the year ended June 30, 2018. The total cash acquired of $375,000 was restricted to fund digital mining operations. As of June 30, 2019, the restricted cash had been fully utilized in digital mining operations.

On May 21, 2019, the Company and digiMine entered into an Exchange Agreement (the “Preferred Stock Exchange Agreement”) pursuant to which DigiMine agreed to surrender the remaining 20,000 shares of the Company’s Series B preferred stock held by it and terminate its rights under the Security and Pledge Agreement, dated April 30, 2018, in exchange for 10,000,000 shares (“Exchange Shares”) of the Company’s common stock, which are to be issued in ten tranches of 1,000,000 shares each beginning ten trading days after the date of the Exchange Agreement and each ten trading days thereafter. The Company identified a derivative liability associated with the obligation to issue the common shares recorded initially at $1,650,000 and recorded a loss on the Series B preferred stock exchange of $1,650,000.

With the sale of the 16,666 shares of Series B preferred stock by digiMine in April and May of 2019 and with the completion of the Exchange Agreement, the Put-Back Rights in connection with the April 16 and April 30, 2018 Asset Purchase Agreements have been eliminated and the associated derivative liability settled. During the quarter ended September 30, 2019, the Company issued digiMine a total of 5,000,000 shares valued at $399,900 pursuant to the Preferred Stock Exchange Agreement. At September 30, 2019, the Company had a remaining obligation to issue 3,000,000 additional common shares and had recorded a related derivative liability of $92,400.

7. 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 and is issued shares of Series B preferred stock for additional compensation. The number of shares issued, generally on a quarterly basis, is at the discretion of the Board of Directors.

No shares of Series B preferred stock were issued to Mr. Rubakh during the three months ended September 30, 2019. On July 1, 2018, the Company issued to Mr. Rubakh 5,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $417,000. The stock-based compensation – related party is included in general and administrative expenses for the three months ended September 30, 2018.

Amounts due to related party, including accrued salary to Mr. Rubakh, totaled $78,993 and $69,854 as of September 30, 2019 and and June 30, 2019, respectively.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

8. CONVERTIBLE NOTES PAYABLE

Convertible notes payable, all classified as current, consist of the following:

	September 30, 2019						June 30, 2019
			Debt						Debt
	Principal		Discount		Net		Principal		Discount		Net

Geneva Roth Remark Holdings, Inc. #2	$	-	$	-	$	-	$	43,000	$	11,582	$	31,418

Geneva Roth Remark Holdings, Inc. #3		58,000		11,773		46,227		78,000		24,253		53,747

Geneva Roth Remark Holdings, Inc. #4		63,000		14,821		48,179		63,000		21,605		41,395

BHP Capital NY, Inc. #2		38,500		10,049		28,451		38,500		16,748		21,752

Armada Investment Fund, LLC #2		38,500		10,048		28,452		38,500		16,747		21,753

Jefferson Street Capital LLC		38,500		10,048		28,452		38,500		16,747		21,753

St. George Investments LLC		300,000		39,008		260,992		500,000		234,671		265,329

Armada Investment Fund, LLC #3		137,500		55,682		81,818		-		-		-

BHP Capital NY, Inc. #3		137,500		55,691		81,809		-		-		-

Total	$	811,500	$	207,120	$	604,380	$	799,500	$	342,353	$	457,147

On February 6, 2019, the Company entered into a second convertible promissory note with Geneva Roth Remark Holdings, Inc. (“Geneva” in the principal amount of $43,000. The note matures on February 6, 2020 and bears interest at 10%. A debt discount of $19,128 was recorded, including a derivative liability of $16,128. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. In August 2019, Geneva converted the entire principal of $43,000 and accrued interest payable of $2,150 into common shares of the Company, extinguishing the debt in full. As of September 30, 2019, the debt discount had been amortized in full to interest expense.

On March 21, 2019, the Company entered into a third convertible promissory note with Geneva in the principal amount of $78,000. The note matures on March 21, 2020 and bears interest at 10%. A debt discount of $33,496 was recorded, including a derivative liability of $30,496. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. In September 2019, Geneva converted principal of $20,000 into common shares of the Company, resulting in a principal balance of $58,000 at September 30, 2019. As of September 30, 2019, $21,723 of the debt discount had been amortized and there was accrued interest payable of $4,124. The Company recorded a derivative liability of $22,407 as of September 30, 2019.

On April 18, 2019, the Company entered into a fourth convertible promissory note with Geneva in the principal amount of $63,000. The note matures on April 18, 2020 and bears interest at 10%. A debt discount of $26,988 was recorded, including a derivative liability of $23,988. Geneva has the right beginning on the date that is 170 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of September 30, 2019, $12,167 of the debt discount had been amortized and there was accrued interest payable of $2,848. The Company recorded a derivative liability of $23,509 as of September 30, 2019.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

On May 15, 2019, the Company entered into a second convertible promissory note with Armada Investment Fund, LLC (“Armada”) in the principal amount of $38,500, with an original issue discount of $2,500. The note matures on February 15, 2020 and bears interest at 8%. A debt discount of $20,098 was recorded, including a derivative liability of $15,598. Armada has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of September 30, 2019, $10,049 of the debt discount had been amortized and there was accrued interest payable of $1,164. The Company recorded a derivative liability of $14,775 as of September 30, 2019.

On May 15, 2019, the Company entered into a second convertible promissory note with BHP Capital NY, Inc. (“BHP”) in the principal amount of $38,500, with an original issue discount of $2,500. The note matures on February 15, 2020 and bears interest at 8%. A debt discount of $20,097 was recorded, including a derivative liability of $15,597. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of September 30, 2019, $10,049 of the debt discount had been amortized and there was accrued interest payable of $1,164. The Company recorded a derivative liability of $14,775 as of September 30, 2019.

On May 15, 2019, the Company entered into a convertible promissory note with Jefferson Street Capital LLC (“Jefferson”) in the principal amount of $38,500, with an original issue discount of $2,500. The note matures on February 15, 2020 and bears interest at 8%. A debt discount of $20,097 was recorded, including a derivative liability of $15,597. Jefferson has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of September 30, 2019, $10,049 of the debt discount had been amortized and there was accrued interest payable of $1,164. The Company recorded a derivative liability of $14,775 as of September 30, 2019.

On June 26, 2019, the Company entered into an Exchange Agreement with St. George Investments LLC (“St. George”) pursuant to which a convertible promissory note payable to St. George in the principal amount of $500,000 was issued in consideration for the surrender by St. George of all outstanding warrants, which amount was recorded as a loss on settlement of warrants. The warrants were issued by the Company on January 19, 2018. The note matures on December 29, 2019 and bears interest at 5%. A debt discount and derivative liability of $239,773 was recorded at the inception of the note. St. George has the right beginning on the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 80% of the average of the three lowest closing prices of the Company’s common stock during the twenty trading days preceding the date of conversion. In July and August 2019, St. George converted principal of $200,000 into common shares of the Company, resulting in a principal balance of $300,000 at September 30, 2019. As of September 30, 2019, $200,765 of the debt discount had been amortized and there was accrued interest payable of $7,605. The Company recorded a derivative liability of $95,347 as of September 30, 2019.

On July 3, 2019, the Company entered into a third convertible promissory note with Armada in the principal amount of $137,500, with an original issue discount of $12,500. The note matures on July 3, 2020 and bears interest at 8%. A debt discount of $73,573 was recorded, including a derivative liability of $59,573. Armada has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of September 30, 2019, $17,891 of the debt discount had been amortized and there was accrued interest payable of $2,682. The Company recorded a derivative liability of $50,162 as of September 30, 2019.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

On July 3, 2019, the Company entered into a third convertible promissory note with BHP Capital NY, Inc. (“BHP”) in the principal amount of $137,500, with an original issue discount of $12,500. The note matures on July 3, 2020 and bears interest at 8%. A debt discount of $73,584 was recorded, including a derivative liability of $59,584. BHP has the right beginning on the date that is 31 days following the date of the note to convert principal and accrued interest into shares of the Company’s common stock. The conversion price is 70% of the average of the three lowest trading prices of the Company’s common stock during the ten trading days ending on the latest complete trading day prior to the date of conversion. As of September 30, 2019, $17,891 of the debt discount had been amortized and there was accrued interest payable of $2,682. The Company recorded a derivative liability of $50,160 as of September 30, 2019.

9. STOCKHOLDERS’ DEFICIT

Preferred Stock

Series A Preferred Stock

On January 25, 2019, the Board of Directors of the Company approved a resolution to increase the number of authorized preferred shares to 20,000,000 shares.

In March 2015, the Company filed with the State of Nevada a Certificate of Designation establishing the designations, preferences, limitations and relative rights of 1,000,000 shares of the Company’s Series A preferred stock. Holders of the Series A preferred stock have the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A preferred stock. The shares of Series A preferred stock are not convertible into shares of common stock.

The Company has 1,000,000 shares of Series A preferred stock authorized, with 500,000 shares issued and outstanding as of September 30, 2019 and June 30, 2019, 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. 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 Company has 500,000 shares of Series B preferred stock authorized, with 300,000 shares issued and outstanding as of September 30, 2019 and June 30, 2019.

Steve Rubakh, President of the Company, is issued shares of Series B preferred stock as part of his compensation arrangement. The number of shares issued, generally on a quarterly basis, is at the discretion of the Board of Directors. No shares of Series B preferred stock were issued to Mr. Rubakh during the three months ended September 30, 2019. On July 1, 2018, the Company issued to Mr. Rubakh 5,000 shares of Series B convertible preferred stock valued on an “as converted to common” basis at $417,000. The stock-based compensation – related party is included in general and administrative expenses for the three months ended September 30, 2018.

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)
Common Stock

On January 25, 2019, the Board of Directors of the Company approved a resolution to increase the number of authorized common shares to 250,000,000. The Company had 40,034,674 and 29,824,187 shares issued and outstanding as of September 30, 2019 and June 30, 2019, respectively.

During the three months ended September 30, 2019, the Company issued a total of 10,210,487 shares of its common stock: 5,000,000 shares valued at $399,900 were issued pursuant to a Preferred Stock Asset Agreement entered into on May 21, 2019 (see Note 6) and a total of 5,210,487 shares were issued valued at $272,695 were issued in conversion of $263,000 note principal, $2,150 accrued interest payable, and loss on conversion of debt of $7,545, resulting in the extinguishment of derivative liabilities totaling $115,275.

During the three months ended September 30, 2018, the Company issued a total of 810,000 shares of its common stock: 100,000 shares valued at $55,000 were issued to a consultant; 560,000 shares of common stock were issued to a lender in the cashless exercise of warrants recorded at par value of $560; a total of 150,000 shares of common stock valued at $53,250 were issued to two lenders as loan fees.

10. COMMITMENTS AND CONTINGENCIES

Legal Matters

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

Operating Leases

The Company has consolidated it cryptocurrency operations in one facility in Carthage, New York. The Carthage lease and power purchase agreement was entered into on May 10, 2019 for an initial term of 90 days, with an option to continue the lease for a subsequent 36 months. The Company’s sole obligation under the lease is to pay the lessor $0.41 on every kilowatt hour of electricity consumed in the Company’s cryptocurrency mining operations.

The Company retained its operating lease for its Pennsylvania administrative location, which is on a month-to-month basis at $750 per month.

As of September 30, 2019, the Company had no obligation for future lease payments under non-cancelable operating leases.

NOTE 11. DERIVATIVE LIABILITIES

The Company has issued convertible notes payable, warrants and Series B preferred stock with put back rights and has entered into exchange and subscription agreements that contain certain provisions that have been identified as derivatives. The Company has determined that the number of common shares to be issued under these agreements is indeterminate; therefore, the Company concluded that the equity environment is tainted and all additional warrants, stock options convertible debt and obligations to issue common shares are included in the value of derivative liabilities.

The Company estimates the fair value of the derivative liabilities at the issuance date and at each subsequent reporting date, using a multinomial lattice model simulation. The model is based on a probability weighted discounted cash flow model using projections of the various potential outcomes.

During the three months ended September 30, 2019, we had the following activity in our derivative liabilities:

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Integrated Ventures, Inc.

Notes to Condensed Financial Statements

Three Months Ended September 30, 2019 and 2018

(Unaudited)

	Convertible Notes Payable			Exchange Agreement			Common Stock Subscription			Total
Derivative liabilities at June 30, 2019	$	382,052		$	1,227,200		$	8,522		$	1,617,774
Addition to liabilities for new debt/subscription		119,157			-			-			119,157
Decrease due to conversions/assignments		(115,275	)		(399,900	)		-			(515,175	)
Change in fair value		(100,025	)		(734,900	)		(6,811	)		(841,736	)
Derivative liabilities at September 30, 2019	$	285,909		$	92,400		$	1,711		$	380,020

Key inputs and assumptions used in valuing the Company’s derivative liabilities as of September 30, 2019 are as follows:

	·	Stock prices on all measurement dates were based on the fair market value

	·	Risk-free interest rate of 1.69% to 2.49%

	·	The probability of future financing was estimated at 100%

	·	Computed volatility ranging from 177% to 316%

These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

12. DIGITAL CURRENCY THEFT LOSS

During the quarter ended Sepember 30, 2019, we incurred a digital currency theft loss of $33,037 where a hacker obtained unauthorized access to our online digital currency processing service and transferred digital currencies out of our account. T he theft loss has been included as an other expense in the accompanying statement of operations for the three months ended September 30, 2019.

13. SUBSEQUENT EVENTS

Management has evaluated subsequent events according to the requirements of ASC TOPIC 855, and has reported the following:

Issuance of Shares

Subsequent to September 30, 2019, the Company issued a total of 3,000,000 common shares to digiMine pursuant to the Series B preferred stock Exchange Agreement, completing the Company’s obligation to issue common shares under this agreement.

In October and November 2019, the Company issued a total of 5,477,505 common shares to St. George in conversion of $88,000 debt principal, resulting in a remaining principal balance of $212,000 for the St. George convertible note payable.

Subsequent to September 30, 2019, the Company issued a total of 5,568,390 common shares to other lenders in conversion of $76,652 debt principal and $7,248 accrued interest payable.

Assignment Agreement

On October 11, 2019, Geneva assigned a convertible promissory note with a principal balance of $63,000 and accrued interest payable of $3,003 to Armada. The Company and Armada also entered into an agreement on November 1, 2019 whereby Armada agreed to limit its conversions of this note to no more than $20,000 note principal every thirty days. In consideration for the agreement to limit conversions, the Company issued to Armada a new convertible promissory note in the principal amount of $20,000.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains statements about future events and expectations which are “forward-looking statements” 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 fiscal year ended June 30, 2019 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

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

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

Financial

On November 22, 2017, we successfully launched our cryptocurrency operations. From that date through September 30, 2019, we had total revenues of $693,015, consisting of: (1) revenues from mining operations of $555,531 received primarily in digital currencies and (2) equipment and parts retail sales of $137,484.

We have funded our operations primarily from the proceeds of convertible promissory notes. Most recently, we completed financings with two lenders in July 2019, receiving total net proceeds of $247,000.

Reseller Agreement

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

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The Digital Asset Market

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

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

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

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

FINANCIAL OPERATIONS REVIEW

As discussed above, in November 2017 revenues commenced from our cryptocurrency mining operations and from sales of cryptocurrency mining equipment. Prior to that date, revenues were generated substantially from the now discontinued Ambulance services, which we have discontinued to focus on new revenue sources.

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

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

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 2019 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2018

Revenues

In November 2017 we commenced operations in our first cryptocurrency mining location. Our cryptocurrency mining revenues increased to $107,465 in the three months ended September 30, 2019 from $100,465 in the three months ended September 30, 2018. This increase in revenues resulted from additional mining machines deployed in the current fiscal year in our new facility in New York. During the three months ended September 30, 2019, we had no revenues from the sale of cryptocurrency mining units that we purchased or assembled for resale and parts. Such revenues totaled $14,780 during the three months ended September 30, 2018. The decrease in these revenues in the current fiscal year resulted from a lower retail demand for our model of cryptocurrency mining units and parts.

Cost of Revenues

Cost of revenues was $227,083 in the three months ended September 30, 2019 compared to $201,260 in the three months ended September 30, 2019 primarily as a result of higher depreciation and amortization expense. Expenses associated with running our cryptocurrency mining operations, such as equipment depreciation and amortization, rent, operating supplies, utilities and monitoring services are recorded as cost of revenues. Also included in cost of revenues are the costs of purchasing or assembling the cryptocurrency mining units sold. We currently are experiencing a gross loss on revenues primarily due to high utility costs and a conservative, short useful life for mining equipment depreciation and amortization.

Operating Expenses

General and administrative expenses decreased to $107,385 for the three months ended September 30, 2019 from $556,922 for the three months ended September 30, 2018. The decrease is due primarily to a decrease in non-cash stock-based compensation to related parties and decreases in other expenses supporting our expanded cryptocurrency mining operations as we have consolidated our operations in one facility. Stock-based compensation – related party totaled $417,000 for the three months ended September 30, 2018. We reported no stock-based compensation – related party for the three months ended September 30, 2019. The value of the stock-based compensation is computed using the market price of our common stock.

We performed a lower of cost or market impairment analysis on the cryptocurrency machines purchased in the August 2018 Asset Purchase Agreement, including writing off the purchase price allocated to the defective machines, and recorded an impairment expense of $2,097,930 during the three months ended September 30, 2019. We reported no impairment expense for the three months ended September 30, 2019.

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Other Income (Expense)

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

	2019			2018

Interest expense	$	(301,287	)	$	(3,324	)
Realized loss on investments		(3,361	)		(7,238	)
Loss on conversion of debt		(7,545	)		-
Digital currency theft loss		(33,037	)		-
Change in fair value of derivative liabilities		841,736			1,051,207
Total other income	$	496,506		$	1,040,645

The increase in our interest expense in the current fiscal year, which includes the amortization of debt discount and original issue discount, resulted from new convertible debt incurred.

The realized loss on investments in the the three months ended September 30, 2019 and 2018 resulted primarily from losses recorded on our digital currencies, as we experienced the negative impact of declining market values.

The loss on extinguishment of debt in the current fiscal year resulted from conversion of convertible notes to common stock were the conversion terms were outside the related agreements.

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

Net Loss

As a result, we reported net income of $269,503 for the three months ended September 30, 2019 and a net loss of $1,700,722 for the three months ended September 30, 2018.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of September 30, 2019, we had total current assets of $67,839, including cash of $61,339, and total current liabilities of $1,142,577, resulting in a working capital deficit of $1,074,738. Included in current liabilities as of September 30, 2019 are derivative liabilities totaling $380,020, which we do not anticipate will require the payment of cash to settle. In addition, we had a total stockholders’ deficit of $30,970 as of September 30, 2019.

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We have funded our operations primarily from proceeds from convertible notes payable. During the three months ended September 30, 2019, we received net proceeds totaling $247,000 from two convertible notes.

Sources and Uses of Cash

We used net cash in operations of $186,661 in the three months ended September 30, 2019 as a result of our net income of $269,503, non-cash expenses totaling $470,945, and increases in accrued expenses of $17,987 and due to related party of $9,079, partially offset by non-cash gain of $841,736, increases in digital currencies of $109,112, prepaid expenses and other current assets of $3,250 and a decrease in accounts payable of $77.

By comparison, we used net cash in operations of $155,227 in the three months ended September 30, 2018 as a result of our net loss of $1,700,222, non-cash gain of $1,051,207, increase in digital currencies of $100,225 and decrease in accrued expenses of $27,454, partially offset by non-cash expenses totaling $2,690,163, decrease in prepaid expenses and other current assets of $3,000 and increases in accounts payable of $2,717 and due to related party of $28,001.

During the three months ended September 30, 2019, we used net cash of $47,310 in investing activities comprised of the purchase of property and equipment of $110,281, partially offset by net proceeds from the sale of investments of $62,971.

During the three months ended September 30, 2018, we had net cash provided by investing activities of $64,308 comprised of net proceeds from the sale of investments of $101,454, partially offset by the purchase of property and equipment of $37,146.

During the three months ended September 30, 2019, we had net cash provided by financing activities of $247,000 comprised of proceeds from convertible notes payable.

During the three months ended September 30, 2018, we had net cash provided by financing activities of $248,945 comprised of proceeds from convertible notes payable of $223,945 and proceeds from stock subscription payable of $25,000.

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

Going Concern

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SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our condensed financial statements and in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2019. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

Digital Currencies

Property and Equipment

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Derivatives

Impairment of Long-Lived Assets

Fair Value of Financial Instruments

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

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

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

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Our derivative liabilities are measured at fair value on a recurring basis and estimated as follows:

	Total		Level 1		Level 2		Level 3
September 30, 2019:
Derivative liabilities	$	380,020	$	-	$	-	$	380,020

Total liabilities measured at fair value	$	380,020	$	-	$	-	$	380,020

June 30, 2019:
Derivative liabilities	$	1,617,774	$	-	$	-	$	1,617,774

Total liabilities measured at fair value	$	1,617,774	$	-	$	-	$	1,617,774

Stock-Based Compensation

Revenue Recognition

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OFF BALANCE SHEET ARRANGEMENTS

The Company retained its operating lease for its Pennsylvania administrative location, which is on a month-to-month basis at $750 per month.

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

RECENTLY ISSUED ACCOUNTING POLICIES

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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

The Securities and Exchange Commission defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer’s management, including its chief executive and chief financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to the chief executive and interim chief financial officer to allow timely decisions regarding disclosure.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are not effective as of such date. The Chief Executive Officer and Chief Financial Officer have determined that the Company continues to have the following deficiencies which represent a material weakness:

	1.	As of September 30,2019, 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-B. 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, 2019, 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, 2019, 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, 2019, 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, 2019, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no pending legal proceedings in which we are a party or in which any of our directors, officers or affiliates, any owner of record or beneficiary of more than 5% of any class of our voting securities is a party adverse to us or has a material interest adverse to us, except as stated below. Our property is not the subject of any pending legal proceedings.

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

During the three months ended September 30, 2019, the Company issued a total of 10,210,487 shares of its common stock: 5,000,000 shares valued at $399,900 were issued pursuant to a Preferred Stock Asset Agreement entered into on May 21, 2019 (see Note 6) and a total of 5,210,487 shares were issued valued at $272,695 were issued in conversion of $263,000 note principal, $2,150 accrued interest payable, and loss on extinguishment of debt of $7,545, resulting in the extinguishment of derivative liabilities totaling $115,275.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

(a) Exhibits.

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

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

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SIGNATURES

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