UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

Commission file number: 333-174759

INTEGRATED VENTURES, INC.

(formerly EMS Find, Inc.)

(Exact Name of Registrant as Specified in Its Charter)

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

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

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

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 xNo ¨o.

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

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

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

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

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

On December 31, 2016,29, 2017, the last business day of the registrant’s most recently completed second quarter, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $206,959,$20,585,253 based upon the closing price on that date of the common stock of the registrant as reportreported on the OTC Markets system of $0.01.$2.56. For purposes of this response, the registrant has assumed that its directors, executive officers and beneficial owners of 5% or more of its Common Stock are deemed affiliates of the registrant.

As of September 14, 2017,December 27, 2018, the registrant had 387,114,2629,874,103 shares of its common stock, $0.001 par value, issued and outstanding.

INTEGRATED VENTURES, INC.

(FORMERLY EMS FIND, INC.)

TABLE OF CONTENTS

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Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Readers of this Annual Report on Form 10-K should carefully consider such risks, uncertainties and other information, disclosures and discussions which contain cautionary statements identifying important factors that could cause our actual results to differ materially from those provided in forward-looking statements. Readers should not place undue reliance on forward-looking statements contained in this Form 10-K. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

As used in this annual report, the terms "we," "us," "our," the “Company,” and "Integrated Ventures" mean Integrated Ventures, Inc., unless otherwise indicated.

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PART I

ITEM 1. BUSINESS.

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. (“EMS Find”). Effective March 31, 2015, we entered into a Share Exchange Agreement with the sole shareholder of EMS Factory, Inc., a Pennsylvania corporation (“EMS Factory”), and following the closing under the Share Exchange Agreement, EMS Factory became a wholly-owned subsidiary of the Company, with the former stockholder of EMS Factory owning approximately 35% of the outstanding shares of common stock of the combined company. The Company developed and is marketingmarketed a B2B & B2C on-demand mobile platform, designed to connect health care providers and consumers to a network of medical transport companies. Effective July 27, 2017, we changed our name to Integrated Ventures, Inc. to reflect our plan to expand our operations by the acquisition of additional operating companies. Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.

On April 6, 2016, we completed the sale of our subsidiary Viva Entertainment Group, Inc. (“Viva Entertainment”) to Black River Petroleum Corp., a Nevada publicly-traded company (“Black River”), at a closing where, in exchange for all sale of all of the outstanding shares of Viva Entertainment, Black River issued to the Company its 10% promissory note in the principal amount of $100,000, due December 31, 2016.

OverviewEffective July 27, 2017, we changed our name to Integrated Ventures, Inc. to reflect our plan to expand our operations by the acquisition of additional operating companies.

Initially,In November 2017, we discontinued our prior operations and changed our business focus 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. In April 2018, the Company was only focused on developmentacquired the digital currency mining operations of on-demand mobile transportation platform, designeddigiMine LLC through two Asset Purchase Agreements.

Our Business

Revenues to connect health care providersdate have been generated substantially from the now discontinued ambulance services. On November 22, 2017, we successfully launched our cryptocurrency operations, and consumersrevenues commenced from cryptocurrency mining operations and from sales of cryptocurrency mining equipment.

As of June 30, 2018, the Company owned and operated approximately 770 miners of cryptocurrencies, in two leased facilities, located in Pennsylvania and New Jersey. We have recently consolidated our operations in the New Jersey facility. On April 16, 2018, the Company entered into an Asset Purchase Agreement with digiMine LLC (“digiMine”) for the purchase of certain digiMine digital currency mining assets located in Marlboro, New Jersey, the principal assets consisting of: 150 cryptocurrency mining machines; and restricted cash of $175,000. The Company issued 16,666 shares of its Series B preferred stock to a network of medical transport companies throughout the United States and Canada and, on the internet and through mobile applications, and to provide specialized online marketing solutionsdigiMine for these businessesassets. On April 30, 2018, the Company entered into a second Asset Purchase Agreement with digiMine for the purchase of additional digital currency mining assets from digiMine at the same location, the principal assets consisting of: 97 cryptocurrency mining machines and restricted cash of $200,000. The Company issued 20,000 shares of its Series B preferred stock to digiMine in this transaction.

Cryptocurrency Mining

Digital tokens are built on a distributed ledger infrastructure often referred to as a “blockchain”. These tokens can provide various rights, and cryptocurrency is a type of digital token, designed a a medium of exchange. Other digital tokens provide rights to use assets or services, or in some cases represent ownership interests. Cryptocurrencies, for example Bitcoin, are digital software that boost customer awarenessrun on a blockchain platform, which is a decentralized, immutable ledger of transactions, and merchant visibility onessentially function as a digital form of money. Cryptocurrencies such as Bitcoin are not sponsored by any government or a single entity. A bitcoin is one type of an intangible digital asset that is issued by, and transmitted through, an open source, math-based protocol platform using cryptographic security (the “Bitcoin Network”). The Bitcoin Network, for example, is an online, peer-to-peer user network that hosts the internet and through mobile applications. Our mobile and internet platform designed to facilitate and speed up connection of health care providerspublic transaction ledger, known as the “Blockchain,” and the public with medical transportation providerssource code that comprises the basis for the benefitcryptography and math-based protocols governing the Bitcoin Network. No single entity owns or operates the Bitcoin Network, the infrastructure of which is collectively maintained by a decentralized user base. Bitcoins can be used to pay for goods and services or can be converted to fiat currencies, such as the patients.

The Company has recentlyUS Dollar, at rates determined to expand its mobile technology operations to acquisitions ofon bitcoin exchanges or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets that haveindividual end-user-to-end-user transactions under a seasoned management team, solid operating histories, minimum debt, high growth potential and tangible assets, designed to mitigate investor risk. We would work with these companies to finance and expand their operations with growth capital. We will require additional capital for this effort, and there is no assurance that such capital will be available to enable us to expand the scope of our operations into this new area.

On Demand Mobile Transportation Platform for Health Care Industry

The Company has developed and markets on-demand mobile platform that connects health care providers (social workers, caregivers, ER nurses, case managers, discharge nurses, etc.) located or affiliated with health care facilities (hospital, nursing home, home care agency, dialysis center, cancer treatment center, hospice, emergency room centers, etc.) and public (patient, friends, family) with pre-screened, nearby transportation providers to schedule non-emergent transport (ALS, BLS, Wheelchair) in timely and efficient manner, enabling users (hospitals, medical offices, dialysis centers, nursing homes, home care agencies and other medical providers) and the public to schedule medical transportation in a timely and efficient way based on the type of medical transportation that best fits each patient's needs.

The EMS Find App works on any smart device including smart phones, tablets or laptops. The app is available in iOS, Android and desktop versions. Upon acceptance of job, transportation automatically pays EMS Find $5 - $10 per trip via credit card. Patients without insurance coverage will have access to a discounted rate (credit card or cod), pre-negotiated for their benefit. Each accepted trip, results in revenue of $250 - $400 (ALS/BLS Ambulance Transport) and $50 - $95 (Wheelchair Transport) to the transportation provider. All billing is done by the transportation provider. Each user/requestor can submit a request, cancel and track (real time) each trip by accessing Job Screen. In addition, the transportation provider can log in and access Job Screen to see which jobs are still available to accept, as well cancel or refer/forward job once it was accepted.barter system.

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In early 2017, we expanded our platform by offering on-demand taxi-like services by integrating our applicationBitcoins are “stored” or reflected on the digital transaction ledger known as the “blockchain,” which is a digital file stored in a decentralized manner on the computers of each Bitcoin Network or as applicable to other cryptocurrency users. A blockchain records the transaction history of all bitcoins in existence and, through the transparent reporting of transactions, allows the cryptocurrency network to verify the association of each bitcoin with transportation providers like UBERthe digital wallet that owns them. The network and LYFTsoftware programs can interpret the blockchain to determine the exact balance, if any, of any digital wallet listed in the blockchain as having taken part in a transaction on the cryptocurrency network.

On February 21, 2017,Mining is the Companyprocess by which bitcoins, for example, are created resulting in new blocks being added to the blockchain and Epic MD Technologies, LLC, Doral, Florida (“EpicMD”), executednew bitcoins being issued to the miners. Miners engage in a Licensing Agreement,set of prescribed complex mathematical calculations in order to add a block to the blockchain and thereby confirm cryptocurrency transactions included in that block’s data. Miners that are successful in adding a block to the blockchain are automatically awarded a fixed number of bitcoins for their effort. To begin mining, a user can download and run the network mining software, which providedturns the user’s computer into a node on the network that validates blocks.

All bitcoin transactions are recorded in blocks added to the blockchain. Each block contains the details of some or all of the most recent transactions that are not memorialized in prior blocks, a reference to the most recent prior block, and a record of the award of bitcoins to the miner who added the new block. Each unique block can only be solved and added to the blockchain by one miner; therefore, all individual miners and mining pools on the cryptocurrency network are engaged in a competitive process and are incentivized to increase their computing power to improve their likelihood of solving for a partnership with a goal to integrate and jointly develop a mobile and web-based software application designed to provide claims adjudication, insurance verification, scheduling, dispatching and management services mainly to B2B clients such as major healthcare plans and transportation companies. The target markets identified under the Licensing Agreement, within the defined geographic region, are as follows: all healthcare facilities (hospitals, hospital clinics, free-standing clinics, hospices, and hospital systems) and all medical transport companies (private medical transport and/or state or county medical transport).new blocks.

The method for creating new platformbitcoins is mathematically controlled in a manner so that the supply of bitcoins grows at a limited rate pursuant to a pre-set schedule. Less than a year ago, Bitcoin was trading at about the same level as today, only to move to a price around $20,000 in December 2017. Mining economics have also been much more pressured by the Difficulty Rate – a computation used by miners to determine the amount of computing power required to mine bitcoin. The Difficulty Rate is being developed is to be jointly owned and marketed underdirectly influenced by the name of EpicMD. According to the termstotal size of the Licensing Agreement, both companies retain rightsentire Bitcoin network. The Bitcoin network has grown six-fold in the past year, resulting in a six-fold increase in difficulty. Today, the network requires the computing power of 80 Bitmain S9 miners to usemine one Bitcoin per month, where a year ago it required roughly 12. Meanwhile, demand from miners also drove up hardware and marketpower prices, the new platform independently, throughout alllargest costs of North America. EpicMD has agreedproduction. This deliberately controlled rate of bitcoin creation means that the number of bitcoins in existence will never exceed 21 million and that bitcoins cannot be devalued through excessive production unless the Bitcoin Network’s source code (and the underlying protocol for bitcoin issuance) is altered.

Mining pools have developed in which multiple miners act cohesively and combine their processing power to paysolve blocks. When a 3% commission of gross EpicMD software revenue and partnership fees to the Company for any business acquired by the EpicMD that is a direct outcome of the Company’s introduction ofpool solves a new client to EpicMD.

Emergency Medical Transportation

Ambulances help rescue injured or medically ill patients by transporting them to medical treatment centers with adequate medical services, such as monitoring of health condition and administration of drugs. This service is provided withblock, the help of healthcare professionals and medical equipment installed inparticipating mining pool members split the ambulance. The global ambulance services marketresulting reward based on the modeprocessing power they each contributed to solve for such block. The mining pool operator provides a service that coordinates the workers. Fees are paid to the mining pool operator to cover the costs of transport has been segmented into: ground ambulance services, air ambulance servicesmaintaining the pool. The pool uses software that coordinates the pool members’ hashing power, identifies new block rewards, records how much work all the participants are doing, and water ambulance services. Onassigns block rewards in-proportion to the basis of emergency type, the global market has been segmented as: emergency ambulance services and non-emergency ambulance services.participants’ efforts. While we do not pay pool fees directly, pool fees (approximately 2% to 5%) are deducted from amounts we may otherwise earn. Participation in such pools is essential for our mining business.

Ambulance services, emergencyOur Cryptocurrency Operations

In our digital currency mining operations, the following models of miners are owned and non-emergency,deployed by the Company: Antminer S9, Antminer L3, Antminer A3, Antminer E3, Antminer X3, Innosillicon A4, PandaMiner Pro and Bitworks.

We utilize and rely on cryptocurrency pools to mine cryptocurrencies and generate a mixed selection of digital cryptocurrencies, including BTC, LTC, ETH, and ETN. Cryptocurrency payouts are providedpaid to patients basedus by the pool operator, and the digital currency produced is either stored in a wallet (Coinbase) or sold in open market. Payout proceeds are automatically deposited in our corporate bank accounts.

The Digital Currency Markets

The value of bitcoins is determined by the supply and demand of bitcoins in the bitcoin exchange market (and in private end-user-to-end-user transactions), as well as the number of merchants that accept them. However, merchant adoption is very low according to a Morgan Stanley note from the summer of 2018. As bitcoin transactions can be broadcast to the Bitcoin Network by any user’s bitcoin software and bitcoins can be transferred without the involvement of intermediaries or third parties, there are little or no transaction costs in direct peer-to-peer transactions on the medical condition and emergency of transportation. Ambulances are equipped with various types of medical equipment to cater to the need of patients by providing first-line treatment. Based on the type of equipment installed in ambulances, the ambulance services market is segmented into advanced life support (“ALS”) ambulance services and basic life support (“BLS”) ambulance services.

A BLS ambulance provides patients with basic medical equipment and services and is equipped with medical devicesBitcoin Network. Third party service providers such as automatic external defibrillator oxygen delivery devices, pulse oximetrycrypto currency exchanges and blood pressure monitoring equipment. Medicalbitcoin third party payment processing services are provided by emergency medical practitionersmay charge significant fees for processing transactions and partially-trained personnel in a BLS ambulance. BLS ambulance services are usually providedfor converting, or facilitating the conversion of, bitcoins to patients with complex fractures, medical or surgical patients, discharge for home or some sub-acute care facilities and psychiatrist patients.from fiat currency.

Patients seeking immediate medical help are provided with emergency ambulance services as their critical medical condition demands medical treatment at an initial stage (before reaching the hospital). Emergency ambulances are incorporated with emergency siren and lights that enable the vehicle to avoid traffic and reach quickly at the hospital. Emergency ambulances are generally equipped with advanced life support systems and are staffed with medical professionals who are able to provide first-line treatment including drug administration and monitoring.

Non-Emergency Medical Transportation

Non–emergency medical transportation services is comprised of both private and municipal operators that basically provide transportation alongside medical care for patients by ground. These services most often than not are provided during a medical emergency, but they are not restricted to such instances; they are also provided for non – emergency medical transportation services. It is a known fact that non-emergency medical transportation services is highly essential for disadvantaged Medicaid recipients, for the elderly, for those who have form or disability or the other and those with low incomes who have no form of transportation to access healthcare services when the need arises.

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AccordingUnder the peer-to-peer framework of the Bitcoin Network, transferors and recipients of bitcoins are able to data provideddetermine the value of the bitcoins transferred by Community Transportation Association, about 3.6 million Americans miss or delay medical care services simply because they lack appropriatemutual agreement, the most common means of transportation to get todetermining the value of a bitcoin being by surveying one or more bitcoin exchanges where bitcoins are publicly bought, sold and traded, i.e., the Bitcoin Exchange Market (“Bitcoin Exchange”).

On each Bitcoin Exchange, bitcoins are traded with publicly disclosed valuations for each transaction, measured by one or more fiat currencies. Bitcoin Exchanges report publicly on their medical appointments. Medicaid provides a non – emergency medical transportation benefit that payssite the valuation of each transaction and bid and ask prices for the least expensive and suitable waypurchase or sale of conveying peoplebitcoins. Market participants can choose the Bitcoin Exchange on which to their appointments whether by taxi, van, public transportbuy or mileage reimbursement.sell bitcoins. To date, the SEC has rejected the proposals for bitcoin ETF’s, citing that lack of enough transparency in the cryptocurrency markets to be sure that prices are not being manipulated. The Wall Street Journal has recently reported on how bots are manipulating the price s of bitcoin on the crypto exchanges. However, on November 8, 2018, the SEC announced in an order (the "Order") that it had settled charges against Zachary Coburn, the founder of the digital token exchange EtherDelta, marking the first time that the SEC has brought an enforcement action against an online digital token platform for operating as an unregistered national securities exchange.

People with chronic health conditions, suchAlthough the cryptocurrency markets have been historically volatile and have weathered several up and down cycles over the past few years, recently these markets have been in a selloff phase for the past several months, possibly reflecting doubts as arthritis, asthma, cancer, cardiovascular disease, chronic obstructive pulmonary diseaseto the applicability of digital currencies in commercial applications and diabetes et al,other factors. In this selloff, prices of digital currencies other than Bitcoin have experienced deeper percentage declines than Bitcoin. On December 31, 2017, Bitcoin was trading in many cases need medical care services onthe range of $18,000, and as of November 30, 2018 had declined to a regular basis. Statistics show that$4,000 trading range. Other cryptocurrencies have experienced more substantial declines. Our revenues are directly affected by the treatment of chronic conditions accountBitcoin market price specifically, which is the market leader for three-quartersprices of all United States healthcare expenses. For instance,cryptocurrencies. In recent weeks, regulatory crackdowns have also weighed on prices. The Securities and Exchange Commission recently announced its first civil penalties against cryptocurrency founders as part of a wide regulatory and legal crackdown on fraud and abuses in 2009, the Center for Disease Control estimated that 78% of the adult population age 55 and older has at least one of these chronic conditions.industry. In addition, itBloomberg News recently reported that regulators are investigating whether bitcoin's rally to almost $20,000 last year was projectedthe result of market manipulation. The U.S. Justice Department is investigating whether tether, a controversial cryptocurrency that states will add more than a half a million adults who have serious behavioral health issues that impair their everyday functioningfounders say is backed 1:1 by the U.S. dollar, was used by traders to prop up bitcoin, according to the Medicaid population. These people of course will needreport, which cited three unnamed sources familiar with the services of non–emergency medical transportation to access life sustaining treatments and health care services. According to National Institutes Of Health, for the large percentage of the 20 million adults with chronic kidney disease who are undergoing dialysis three times a week, use of non – emergency transportation services providers is a reliable way to transport them to their appointments. Statistics available from Department of Health and Human Services show that 66 percent of dialysis patients rely on others for transportation to their appointments, only 8 percent depend on public transportation or taxi services, and 25.3 percent drove or walked to the clinic themselves.matter.

On-Demand TransportationCompetition

In cryptocurrency mining, companies, individuals and groups generate units of cryptocurrency through mining. Miners can range from individual enthusiasts to professional mining operations with dedicated data centers, with all of which we compete. Miners may organize themselves in mining pools, with which we would compete. The Company currently participates in mining pools and may decide to invest or initiate operations in mining pools. At present, the last five years, technology has radically transformed ground non-emergency transportation forinformation concerning the better. Cloud technologies, big data analytics, GPS-tracking and mobile apps have been connected to a virtual, scalable and cost-effective fleetactivities of drivers and their vehicles. UBER and LYFT are market leaders withinthese enterprises is not readily available as the vast majority of the participants in this new model of transportation which allows for tracking, insights, efficiencies, and increased levels of service as never before possible.sector do not publish information publicly or the information may be unreliable.

QualityGovernment Regulation

Government regulation of serviceblockchain and cryptocurrency under review with a number of government agencies, the Securities and Exchange Commission, the Commodity Futures Trading Commission, the Federal Trade Commission and the Financial Crimes Enforcement Network of the U.S. Department of the Treasury, and in other countries. State government regulations also may apply to certain activities such as cryptocurrency exchanges (bitlicense, banking and money transmission regulations) and other activities. Other bodies which may have an interest in regulating or investigating companies engaged in the non-emergency medical transportation (NEMT) fieldblockchain or cryptocurrency business include the national securities exchanges and the Financial Industry Regulatory Authority. As the regulatory and legal environment evolves, the Company may in its mining activities become subject to new laws, and further regulation by the Company’s view has been hindered by inadequate technology, outdated business models, inconsistentSEC and unprofessional medical transportation providers, and virtually non-existent transparency for the customer. The Ems Find App supports a full array of NEMT management services to our customers. Services include, but are not limited to:other agencies.

	o	member eligibility verification,
	o	call center services,
	o	member appointment reminders and surveys,
	o	third-party transportation provider credentialing,
	o	trip dispatching and monitoring,
	o	customer complaint management,
	o	installation of and training for customers and healthcare providers for trip management portals and
	o	mileage reimbursement.

Planned Acquisition Strategy

We plan to expand our operations to focus on investing in both private and public companies in the following business sectors: healthcare, medicinal cannabis cultivation, on-demand transportation, technology, manufacturing and distribution of the consumer goods. The Company does not restrict its potential candidate target companies to any specific business, industry or geographical location and, thus, acquires various types of business. We plan also to evaluate intellectual property and technology assets for potential acquisition.

We do not intend to restrict our search to any specific business, industry, or geographical location, and we may participate in a business venture of any kind or nature. We may seek business opportunities with entities that have recently commenced operations, or that wish to utilize the public marketplace in order to raise additional capital to expand into new products or markets, to develop a new product or service, or for other corporate purposes. We may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.

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We anticipate that the search for additional businesses to acquire will be complexBlockchain and will involve risks. We believe that there may be some firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include, among other things, facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, and providing liquidity (subject to compliance with and restrictions of applicable laws) for all shareholders. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We have, and will continue to have, limited capital with which to provide the owners of business opportunities with any significant cash or other assets. However, we believe we will be able to offer owners of certain acquisition candidates the opportunity to acquire an interestcryptocurrency regulations are in a publicly registered company without incurringnascent state with agencies investigating businesses and their practices, gathering information, and generally trying to understand the costrisks and time requireduncertainties in order to conduct an initial public offering, subjectprotect investors in these businesses and in cryptocurrencies generally. Various bills have also been proposed in Congress for adoption related to compliance

Our officer and consultants will analyze newour business opportunities. We intend to concentrate on identifying preliminary prospective business opportunities which may be broughtadopted and have an impact on us. The offer and sale of digital assets in initial coin offerings, which is not an activity we expect to our attention through present affiliationspursue, has been a central focus of recent regulatory inquiries. On November 16, 2018 the SEC settled with two cryptocurrency startups, and relationshipsreportedly has more than 100 investigations into cryptocurrency related ventures, according to a codirector of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as:the SEC’s enforcement division (Wall Street Journal, November 17-18, 2018).

	o	available technical, financial and managerial resources;
	o	working capital and other financial requirements;
	o	history of operations, if any;
	o	prospects for the future, and the nature of present and expected competition;
	o	quality and experience of management services which may be available and the depth of that management;
	o	potential for further research, development, or exploration;
	o	potential for growth, expansion and profit; and
	o	perceived public recognition of name identification, products and services.

Financial

Our CEO expects to meet personally with management and key personnel of the acquisition as part of the "due diligence" investigation. To the extent possible, we intend to utilize written reports and personal investigations to evaluate the above factors. We will rely upon the efforts of our officers and directors in implementing in evaluating candidates. We do not anticipate hiring outside consultants or advisors, except for our legal counsel and accountants. As of the date of this report, we do not have any contracts or agreements with any outside consultants and none are contemplated.

Acquisition Structure

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. We may also acquire stock or assets of an existing business.

In some circumstances, as a negotiated element of its transaction, we may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, it will be undertaken by the surviving entity after we have successfully consummated a merger or acquisition. The issuance of substantial additional securities and their potential sale into the trading market may have a depressive effect on the value of our securities.

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Competition

The healthcare industry, in which the Company is a very small factor, is highly competitive, and competition among service and healthcare providers has intensified in recent years. We compete directly with such companies as UBER, LYFT, Veyo, Circulation, and RoundTrip, which are much larger and better financed transportation providers. We are an insignificant participant in the business of seeking acquisitions of small private and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all such entities have significantly greater financial resources, technical expertise and managerial capabilities than us and, consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing an acquisition.

Government Regulation

The healthcare industry is subject to numerous federal and state laws, regulations and rules including, among others, those related to government healthcare program participation requirements, various licensure and accreditation standards, reimbursement for patient services, health information privacy and security rules, and government healthcare program fraud and abuse provisions. Firms that are found to have violated any of these laws and regulations may be excluded from participating in government healthcare programs and subjected to significant fines or penalties.

Research and Development

We have not spent any amounts on research and development activities duringDuring the year ended June 30, 2018, the Company purchased in excess of $1,443,000 of mining rigs (utilizing cash and non-cash consideration) and the number of owned mining rigs reached 770 at June 30, 2018, 487 rigs used in mining operations with a net book value of $524,636 and 285 rigs included in inventory and held for sale with a book value of $114,851. This number is directly related to the availability of the electric power for the mining rigs, which is currently at maximum utilization capacity at both of our locations. For financial accounting purposes, we record our mining rigs at the lower of cost or estimated net realizable value. At June 30, 2018, we wrote down our mining rigs by $754,372 to estimated net realizable value.

For the year ended June 30, 2018, we have recognized revenues totaling $306,407 from cryptocurrency operations (consisting of both mining and equipment sales transactions) which commenced November 22, 2017. At June 30, 2018, we owned mined intangible assets (Bitcoin, Ethereum and Litecoin) with a book value of $11,227.

Additional Capital Requirements

To continue to operate, complete and successfully operate our digital currency mining facilities and to fund future operations, we may need to raise additional capital for expansion or other expenses of operations. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing mining operations, and potential new development and administrative support expenses. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures onseek to fund our operations through our cryptocurrency mining operations, further liquidation of our marketable securities, public or a acquisition are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations.”

Environmental Regulations

We do not believeprivate equity or debt financings or other sources, such as potential collaboration agreements. If additional financing is required, we cannot be certain that we areit will be available to us on favorable terms, or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations. at all.

Employees and Employment Agreements

At present time, we have no employees other thanone employee, Steve Rubakh, our sole officer and director, who devotes approximately 40 hours a week100% of his time to our business.operations. In addition, we rely on a group of subcontractors to build, install, manage, monitor and service our mining equipment. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.employees; however, we at times do reimburse Mr. Rubakh for certain health insurance and medical costs.

Property

Our businesscorporate offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006. Our telephone number is (215) 613-1111. Our lease provides for a monthly rental of $700$850 and expires September 1, 2016.is currently on a month-by-month basis. The lease will continue month-to-month after the expiration. We believe that our existing facilities are suitable and adequate and that we have sufficient capacity to meet our current anticipated needs. This facility is also used by mining operations.

Effective April 1, 2018, we assumed a two-year lease for property located at 190 Boundary Rd, Marlboro, New Jersey 07746. This 5,885 square foot property is primarily used for mining operations. The current monthly rent is $6,960, with a 5% increase in year two of the lease.

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Available Information

All reports of the Company filed with the SEC are available free of charge through the SEC’s website at www.sec.gov. In addition, the public may read and copy materials filed by the Company at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington, D.C. 20549. The public may also obtain additional information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330.

ITEM 1A. RISK FACTORS.

Risks Relating to Our Business

AN INVESTMENT IN THE COMPANY MUST BE CONSIDERED SPECULATIVE.

We cannot assure you that you will realize a returnOur operations are dependent on your investment or that our stockholders will not lose their investments in the Company in their entirety. In the event we are forced to dissolve or commence insolvency proceedings, any proceeds from the liquidationcontinued viable market performance of our assets will be distributed to our stockholders only after the satisfaction of the claims of our creditors. Your ability to recover all or any portion of an investment in our capital stock will depend upon the amount of the dissolution proceeds.

WE HAVE NOT HAD OPERATIONS OF ANY SIGNIFICANCE SINCE INCEPTION AND WILL BE REQUIRED TO RAISE SUBSTANTIAL AMOUNTS OF CAPITAL

We will have to obtain significant additional capital, in addition to the capital proposed to be raised in this offering, to continue with development of our proposed business. There is no assurancecryptocurrencies that we will be ablemarket, and in particular, the market value of Bitcoin. The decision to obtain sufficient capital to implement our proposed business plan. The Company may not have sufficient resources to fully develop any new products unless it is able to raise additional financing. The Company can make no assurances these required funds will be available on favorable terms, if at all. The failure to raise capital when needed, will adversely affect our business, financial conditionpursue blockchain and results of operations, and could forcedigital currency businesses exposes the Company to reducerisks associated with a new and untested strategic direction. Under the current accounting rules, cryptocurrency is not cash, currency or cease operations.a financial asset, but an indefinite-lived intangible asset; declines in the market price of cryptocurrencies would be included in earnings, whereas increases in value beyond the original cost or recoveries of previous declines in value would not be captured. The prices of digital currencies have varied wildly in recent periods and reflects "bubble" type volatility, meaning that high prices may have little or no merit, may be subject to rapidly changing investor sentiment, and may be influenced by factors such as technology, regulatory void or changes, fraudulent actors, manipulation and media reporting.

RAISING ADDITIONAL CAPITAL MAY CAUSE DILUTION TO OUR EXISTING STOCKHOLDERS, RESTRICT OUR OPERATIONS OR REQUIRE US TO RELINQUISH RIGHTS.

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

THE MOBILE APPLICATION INDUSTRY IS CHARACTERIZED BY RAPID TECHNOLOGICAL CHANGE, AND OUR SUCCESS DEPENDS UPON THE FREQUENT ENHANCEMENT OF EXISTING PRODUCTS AND TIMELY INTRODUCTION OF NEW PRODUCTS THAT MEET OUR CUSTOMERS’ NEEDS.

Customer requirements for mobile application products are rapidly evolving and technological changes in our industry occur rapidly. To keep up with new customer requirements and distinguish us from our competitors, we must frequently introduce new products and enhancements of existing products. Enhancing existing products and developing new products is a complex and uncertain process. It often requires significant investments in research and development (“R&D”). Furthermore, we may not be able to launch new or improved products before our competition launches comparable products. Any of these factors could cause our business or financial results to suffer.

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IF WE FAIL TO CONTINUE TO INTRODUCE NEW PRODUCTS THAT ACHIEVE BROAD MARKET ACCEPTANCE ON A TIMELY BASIS, WE WILL NOT BE ABLE TO COMPETE EFFECTIVELY AND WE WILL BE UNABLE TO INCREASE OR MAINTAIN SALES AND PROFITABILITY.

Our future success depends on our ability to develop and introduce new products and product enhancements that achieve broad market acceptance. If we are unable to develop and introduce new products that respond to emerging technological trends and customers’ mission critical needs, our profitability and market share may suffer. The process of developing new technology is complex and uncertain, and if we fail to accurately predict customers’ changing needs and emerging technological trends, our business could be harmed. We are active in the identification and development of new product and technology services and in enhancing our current products. However, in the enterprise mobility solutions industry, such activities are complex and filled with uncertainty. If we expend a significant amount of resources and our efforts do not lead to the successful introduction of new or improved products, there could be a material adverse effect on our business, profitability, financial condition and market share.

WE FACE COMPETITION FROM NUMEROUS SOURCES AND COMPETITION MAY INCREASE.

We believe that barriers to entry are not significant and start-up costs are relatively low, so that we expect significant competition in the future. New competitors may be able to launch new businesses similar to ours, and current competitors may replicate our business model, at a relatively low cost. If competitors with significantly greater resources than ours decide to replicate our business model, they may be able to quickly gain recognition and acceptance of their business methods and products through marketing and promotion. We may not have the resources to compete effectively with current or future competitors.

WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY IN WHICH WE ARE A SMALL ENTERPRISE COMPARED TO OUR COMPETITORS.

Our revenue is indirectly dependent on the healthcare industry and could be affected by changes in healthcare spending and policy. The healthcare industry is subject to changing political, regulatory and other influences. The PPACA made major changes in how healthcare is delivered and reimbursed, and increased access to health insurance benefits to the uninsured and underinsured population of the United States. The healthcare industry, in which the Company is a very small factor, is highly competitive, and competition among service and healthcare providers has intensified in recent years. Substantially all of our competitors and potential are much larger and better financed companies.

WE CONDUCT BUSINESS IN A HEAVILY REGULATED INDUSTRY AND IF WE FAIL TO COMPLY WITH THESE LAWS AND GOVERNMENT REGULATIONS, WE COULD INCUR PENALTIES OR BE REQUIRED TO MAKE SIGNIFICANT CHANGES TO OUR OPERATIONS OR EXPERIENCE ADVERSE PUBLICITY, WHICH COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION, AND RESULTS OF OPERATIONS.

The healthcare industry is heavily regulated and closely scrutinized by federal, state and local governments. Comprehensive statutes and regulations govern the manner in which we may provide and bill for services and our payors may collect reimbursement from governmental programs and private payors, our contractual relationships with our clients and vendors, our marketing activities and other aspects of our operations. Of particular importance are:

·

the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

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	·	the criminal healthcare fraud provisions of HIPAA and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
	·	the federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits;
	·	reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;
	·	similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers; and
	·	state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians' medical decisions or engaging in some practices such as splitting fees with physicians.

Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our operations could be indirectly affected through our clients’ activities. The laws, regulations and standards governing the provision of healthcare services may change significantly in the future, and any new or changed healthcare laws, regulations or standards could materially adversely affect our business.

WE ARE INCREASINGLY DEPENDENT ON WIRELESS SERVICE AND INFRASTRUCTURE AND INFORMATION TECHNOLOGY SYSTEMS AND INFRASTRUCTURE (CYBER SECURITY).

As a provider of a mobile application, we rely upon technology systems and infrastructure. In particular, we are heavily dependent and reliant on availability of technology from Apple (iOS phones) and Google (Android phones and geo locating services). Our operations are potentially vulnerable to breakdown or other interruption by fire, power loss, system malfunction, unauthorized access and other events such as computer hackings, cyber-attacks, computer viruses, worms or other destructive or disruptive software. Likewise, data privacy breaches by employees and others with permitted access to our systems may pose a risk that sensitive data may be exposed to unauthorized persons or to the public. It is critical that our systems provide a continued and uninterrupted performance for our business to generate revenues. There can be no assurance that our efforts will prevent significant breakdowns, breaches in our systems or other cyber incidents that could have a material adverse effect upon our reputation, business, operations or financial condition of the Company. In addition, significant implementation issues may arise if we consolidate and outsource certain computer operations and application support activities.

Our systems are an integral part of our customers’ business operations. It is critical for our customers, that our systems provide a continued and uninterrupted performance. Customers may be dissatisfied by any system failure that interrupts our ability to provide services to them. Sustained or repeated system failures would reduce the attractiveness of our services significantly and could result in decreased demand for our services.

WE DEPEND HEAVILY ON OUR CHIEF EXECUTIVE OFFICER, AND HIS DEPARTURE COULD HARM OUR BUSINESS.

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

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THE REVENUES AND RESULTS OF OUR OPERATIONS MAY BE SIGNIFICANTLY AFFECTED BY PAYMENTS RECEIVED BY OUR HEALTH CARE CLIENTS’ MANAGED FACILITIES FROM THE GOVERNMENT AND THIRD-PARTY PAYORS.

A significant source of revenues for health care industry companies for which we would provide services is from government healthcare programs, principally Medicare and Medicaid. Changes in these government programs in recent years have resulted in limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services. Payments from federal and state government healthcare programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, and federal and state funding restrictions, all of which could materially increase or decrease program payments, as well as affect the cost of providing service to patients and the timing of payments to facilities. If the rates paid or the scope of services covered by government payors are reduced, there could be a material adverse effect on our business, financial condition and results of operations.

Risks Relating Generally to Commercial Applications of Our Operations and Technology

AT THIS TIME THERE IS NO UNIVERSAL MARKET ACCEPTANCEWE ARE RELIANT ON POOLS OF OUR PROPOSED PRODUCTS.USERS OR MINERS THAT ARE THE SOLE OUTLET FOR SALES OF CRYPTOCURRENCIES THAT WE MINE.

We cannot assure youdo not have the ability to sell our cryptocurrency production directly on the exchanges or markets that are currently where cryptocurrencies are purchased and traded. Pools are operated to pool the production on a daily of companies mining cryptocurrencies, and these pools are our sole means of selling our production of cryptocurrencies. Absent access to such pools, we would be forced to seek a different method of access to the cryptocurrency markets. There is no assurance that we will be successful in commercializing one or more of the potential applicationscould arrange any alternate access to dispose of our B2B & B2C on-demand mobile platform technology, or that, if commercial acceptance is obtained by us, our operations will be profitable. The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. We are seeking strategic alliances, government contracts and other distribution and marketing channels; however, we cannot assure you that any significant degree of market acceptance will result, and that acceptance, if achieved, will be sustained for any significant period or that product life cycles will be sufficient (or substitute products developed) to permit the Company to recover start-up and other associated costs. Our goal is to achieve or sustain market acceptance would have a material adverse effect on our business, financial conditions, and results of operations.mining production.

WE MAY NOT BE ABLE TO RESPOND QUICKLY ENOUGH TO CHANGES IN TECHNOLOGY AND TECHNOLOGICAL RISKS, AND TO DEVELOP OUR INTELLECTUAL PROPERTY INTO COMMERCIALLY VIABLE PRODUCTS.

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

THE SEC IS CONTINUING ITS PROBES INTO PUBLIC COMPANIES THAT APPEAR TO INCORPORATE AND SEEK TO CAPITALIZE ON THE BLOCKCHAIN TECHNOLOGY, AND MAY INCREASE THOSE EFFORTS WITH NOVEL REGULATORY REGIMES AND DETERMINE TO ISSUE ADDITIONAL REGULATIONS APPLICABLE TO THE CONDUCT OF OUR BUSINESS OR BROADENING DISCLOSURES IN OUR FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934.

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

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

OUR GROWTH IS DEPENDENT IN LARGE PART ON THE SUCCESS OF OUR STRATEGIC RELATIONSHIPS WITH THIRD PARTIES.

In order to grow our business, we anticipate that we will continue to depend on our relationships with third parties, including our client and partner organizations and technology and content providers. Identifying potential clients, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may be effective in providing incentives to third parties to favor their products or services or to prevent or reduce subscriptions to, or utilization of, our products and services. If we are unsuccessful in establishing or maintaining our relationships with third party clients and users, our ability to compete in the marketplace or to grow our revenue could be impaired and our results of operations may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased client use of our applications or increased revenue.

WE WILL RELY ON DATA CENTER PROVIDERS, INTERNET INFRASTRUCTURE, BANDWIDTH PROVIDERS, THIRD-PARTY COMPUTER HARDWARE AND SOFTWARE, OTHER THIRD PARTIES AND OUR OWN SYSTEMS FOR PROVIDING SERVICES TO OUR CLIENTS AND USERS, AND ANY FAILURE OR INTERRUPTION IN THE SERVICES PROVIDED BY THESE THIRD PARTIES OR OUR OWN SYSTEMS COULD NEGATIVELY IMPACT OUR RELATIONSHIPS WITH CLIENTS, ADVERSELY AFFECTING OUR BRAND AND OUR BUSINESS.

We plan to serve all of our clients and users from data centers. The owners of data center facilities have no obligation to enter into their agreements with us on commercially reasonable terms, or at all. If we are unable to negotiate favorable agreements on commercially reasonable terms, we will be required utilize data center facilities, and we may incur significant costs and possible service interruption in connection with doing so. Problems faced by our third-party data center locations with the telecommunications network providers with whom we or they contract or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the experience of our clients.

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IF WE ARE UNABLE TO PROTECT OUR PATENTS AND OTHER PROPRIETARY RIGHTS, WE COULD BE FORCED TO CEASE OPERATIONS.

There can be no assurance that we will succeed in our applications for U.S. patents covering our B2B & B2C on-demand mobile platform technology we plan to use or, if granted a U.S. patents, that we will be able to prevent misappropriation or infringement of patents that may be issued to us.

WE MAY IN THE FUTURE BE SUBJECT TO INTELLECTUAL PROPERTY (e.g., PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE SECRETS) RIGHTS CLAIMS, WHICH ARE COSTLY TO DEFEND, AND COULD REQUIRE US TO PAY DAMAGES AND COULD LIMIT OUR ABILITY TO USE CERTAIN TECHNOLOGIES IN THE FUTURE.

Our technologies, when developed and included in commercial products, may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming, expensive to litigate or settle and could divert resources and attention.

In addition, third parties may initiate litigation against us alleging infringement of their intellectual property rights. With respect to any intellectual property rights claim, we may have to pay damages or discontinue the practices found to be in violation of a third party’s rights. We may have to seek a license to continue such practices, which may not be available on reasonable terms and may significantly increase our operating expenses. A license to continue such practices may not be available to us at all. As a result, we may also be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices could require significant effort and expense. If we cannot obtain a license to continue such practices or develop alternative technology or practices for the infringing aspects of our business, we may be forced to limit our product and service offerings and may be unable to compete effectively. Any of these results could harm our brand, operating results or could otherwise harm our business.state agencies.

Risks Related to Our Common Stock and its Market

BECAUSE CERTAIN EXISTING STOCKHOLDERS OWN A LARGE PERCENTAGE OF OUR VOTING STOCK, OTHER STOCKHOLDERS' VOTING POWER MAY BE LIMITED.

Steve Rubakh, our Chief Executive Officer, owns and/or controls a majority of the voting power of our common stock. As a result, Mr. Rubakh will have the ability to control all matters submitted to our stockholders for approval, including the election and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets. This stockholder may make decisions that are averse to your interests. See our discussion under the caption “Principal Stockholders” for more information about ownership of our outstanding shares.

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WE DO NOT HAVE A MAJORITY OF INDEPENDENT DIRECTORS ON OUR BOARD AND THE COMPANY HAS NOT VOLUNTARILY IMPLEMENTED VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH STOCKHOLDERS MAY HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS, CONFLICTS OF INTEREST AND SIMILAR MATTERS.

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

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WE ARE INCURRING HIGH 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.

OUR SHARE PRICE IS VOLATILE AND MAY BE INFLUENCED BY NUMEROUS FACTORS THAT ARE BEYOND OUR CONTROL.

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

WE HAVE NO CURRENT PLANS TO PAY DIVIDENDS ON OUR COMMON STOCK AND INVESTORS MUST LOOK SOLELY TO STOCK APPRECIATION FOR A RETURN ON THEIR INVESTMENT IN US.

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

 

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OUR COMMON STOCK IS DEEMED TO BE “PENNY STOCK,” WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TO DISCLOSURE AND SUITABILITY REQUIREMENTS.

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

	·	With a price of less than $5.00 per share;
	·	That are not traded on a “recognized” national exchange;
	·	Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or
	·	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million.

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

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

Disclosure under Item 1B is not required of smaller reporting companies.

ITEM 2. PROPERTIES.

Our business offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006. Our telephone number is (215) 350-2255.613-1111. Our lease, is currently on a month-to-month basis and requiresincluding space added for digital currency mining operations, provides for a monthly rental of $700. $850 and is on a month-to-month basis.

In connection with the digiMine acquisition, we assumed the obligation for a lease of facilities for digital currency mining operations at 190 Boundary Road, Marlboro, New Jersey 07746. The lease provides for a monthly rental of $6,986 per month through March 3, 2019, with an automatic renewal for one year with a 5% increase in the monthly rental.

We believe that our existing facilities are suitable and adequate and that we have sufficient capacity to meet our current anticipated needs.

ITEM 3. LEGAL PROCEEDINGS.

Except as stated below, thereThere 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.

On October 14, 2016,May 4, 2018, the Supreme Court of the State of New York County of Kings, in regards toCompany and LG Capital Funding, LLC v. EMS Find, Inc., issued("LG") entered into a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as ofForbearance Agreement related to a September 29, 2016), in regards to the convertible2016 judgment for amounts due on a $125,000 promissory note dated October 22, 2015.payable to LG. The judgment includesCompany agreed to immediately pay LG $135,427 and to pay LG an Information Subpoena with Restraining Notice,additional $29,257 on July 1, 2018, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished.amounts have been paid.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock is traded over-the-counter market and has been quoted on the OTCQB, since approximately April 24, 2015, under the symbol "EMSF.” The quotations in the table below reflect inter-dealer prices, without retail mark-up, mark-down, or commission and may not represent actual transactions.

The table reflects the 1-for-50 reverse stock split of the Company’s common stock effective September 21, 2018.

Holders

As of September 1, 2017,December 18, 2018, there were 1217 holders of record of our common stock. This number does not include stockholders for whom shares were held in “nominee” or “street” name.

Dividend Distributions

We have not declared or paid any cash dividends on our common stock and do not anticipate declaring or paying any cash dividends in the foreseeable future. We currently expect to retain future earnings, if any, for the development of our business.

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Securities Authorized for Issuance under Equity Compensation Plans

Not applicable.

Recent Sales of Unregistered Securities

On July 1, 2016, the Board of Directors ofThe table below sets forth information as to sales by the Company approved compensation forof unregistered securities not previously reported in the Company’s CEO, Steve Rubakh, on a quarterly basis through the issuance of 30,000 shares of Series B Preferred Stock. For theperiodic filings for its fiscal year ended June 30, 2017, the Company issued 150,000 shares of Series B preferred stock to Steve Rubakh valued at $725,400.2018.

Date		Title and Amount(1)		Purchaser		Principal Underwriter		Total Offering Price/ Underwriting Discounts
16
August 1, 2017		30,000 shares of Series B Preferred Stock issued as compensation to Chief Executive Officer.		Steve Rubakh		NA		$0.30 per share
Table
November 1, 2017		40,000 shares of ContentsSeries B Preferred Stock issued as compensation to Chief Executive Officer.		Steve Rubakh		NA		$10.00 per share
October 25, 2017		Issuance of 2,150 shares of Series B Preferred Stock to consultant for cash.		Consultant		NA		$10.00 per share /NA
October 25, 2017		Issuance of 2,150 shares of Series B Preferred Stock to Consultant for cash.		Consultant		NA		$10.00 per share/NA
October 25, 2017		Issuance of 8,200 shares of Series B Preferred Stock to consultant for cash.		Consultant		NA		$10.00 per share/NA
April 12, 2018		40,000 shares of Series B Preferred Stock issued as compensation to Chief Executive Officer.		Steve Rubakh		NA		$10.00 per share
April 16, 2018		Issuance of 16,666 shares of Series B Preferred Stock in the acquisition of digiMine.		digiMine LLC		NA		$25.48/NA
April 30, 2018		Issuance of 20,000 shares of Series B Preferred stock in the acquisition of digiMine.		digiMine LLC		NA		$36.96/NA

Penny Stock

Our common stock is considered "penny stock" under the rules the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market System, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that:

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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with:

In addition, the penny stock rules that require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

Related Stockholder Matters

None.

Issuer Purchases of Equity Securities

None.

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ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in this Annual Report 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.

Effective March 31, 2015,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 June 30, 2018, we had total revenues of $306,407, consisting of: (1) revenues from mining operations of $198,247 received primarily in digital currencies and (2) equipment retail sales of $108,160.

In transactions on April 16 and April 30, 2018, the Company purchased 150 and 97 Bitmain mining machines, respectively, together with associated assets, and restricted cash of $175,000 and $200,000 pursuant to two Asset Purchase Agreements with digiMine LLC (“digiMine.”) As of April 16, 2018, we assumed the lease obligation on one of the premises on which the business of digiMine operated in Marlboro, New Jersey.

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We have consolidated our digital currency mining operations in two locations, Huntingdon Valley, Pennsylvania and Marlboro, New Jersey. In connection with this consolidation, we closed our operations in two locations in Philadelphia, Pennsylvania.

In January 2018, two lenders completed the conversions of convertible promissory notes. In addition, on May 4, 2018, the Company and LG Capital Funding, LLC ("LG") entered into a Share ExchangeForbearance Agreement related to a September 29, 2016 judgment for amounts due on a $125,000 promissory note payable to LG. The Company agreed to immediately pay LG $135,427 and to pay LG an additional $29,257 on July 1, 2018, which amounts have been paid. As a result, as of June 30, 2018, all notes payable, including convertible debt and related derivative liabilities, have been eliminated.

On January 19, 2018 the Company closed an equity financing through a Securities Purchase Agreement with St. George Investments LLC for the sole shareholderpurchase from the Company, for an aggregate purchase price of EMS Factory, Inc., a Pennsylvania corporation (“EMS Factory”), and following the closing under the Share Exchange Agreement, EMS Factory became a wholly-owned subsidiary$750,000 of: (a) 462,900 shares of restricted Common Stock of the Company. AsCompany; and (b) a three-year common stock purchase warrant to purchase 347,175 shares of common stock of the second quarterCompany at an exercise price of 2015, EMS Factory discontinued operations.$2.16 per share. Net proceeds to the Company from the equity financing were $720,000. The Company estimated the fair value of the warrant, using the Black-Scholes option pricing model, at $607,556. The net proceeds received of $720,000 were allocated $411,429 to the shares purchased and $308,571 to the warrants issued based on estimated relative fair values. No derivative liability was recorded for the warrant as the Company’s equity environment was not considered tainted on the warrant issuance date.

Collaborative Agreements

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

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

The Digital Asset Market

The Company developsis focusing on the mining of digital assets, as well as blockchain applications (“blockchain”) and markets B2B & B2C on-demand mobilerelated 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 connect health care providersoperate without any company or government in charge, governed by a collaboration of volunteer programmers and consumers tocomputers that maintain all the records. These blockchains are typically maintained by a network of medical transport companies throughoutparticipants 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 United Statesconversion of, bitcoins to or from fiat currency.

This market is rapidly evolving and Canada and, on the internet and through mobile applications, and plans to provide specialized online marketing solutions for these businessesthere can be no assurances that boost customer awareness and merchant visibility on the internet and through mobile applications. The Company has recently determined to expand its business operations to acquisitions of or partneringwe will remain competitive with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods marketsindustry participants that have a seasoned management team, solid operating histories, minimum debt, high growth potential and tangibleor may have greater resources or experience in in this industry than us, nor that the unproven digital assets designed to mitigate investor risk. The Company intends to work with these companies to finance and expand their operations with growth capital. Wethat we mine will require additional capital for this effort, and there is no assurance that such capital will be available to enable us to expand the scope of our operations into this new area.ever have any significant market value.

On April 6, 2016, we completed the sale of our subsidiary Viva Entertainment Group, Inc. (“Viva Entertainment”) to Black River Petroleum Corp., a Nevada publicly-traded company (“Black River”), at a closing where, in exchange for all sale of all of the outstanding shares of Viva Entertainment, Black River issued to the Company its 10% promissory note in the principal amount of $100,000, due December 31, 2016. We gave no effect to the note receivable from this transaction in our financial statements, pending collection of the note and completion of the transaction. We discontinued consolidation of the accounts of Viva Entertainment effective April 6, 2016, In connection with the sale, Viva Entertainment’s Chief Executive Officer, Johnny Falcones (“Falcones”), a member of our Board of Directors, resigned from all positions at our Company and was elected as the sole director and President and Chief Executive Officer of Black River, to manage the development and marketing of Viva Entertainment’s over the top (IPTV/OTT) application for connected TV’s, desktop computers, tablets, and smart phones.

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FINANCIAL OPERATIONS REVIEW

SinceAs discussed above, in November 2017 revenues commenced from our inception through June 30, 2017, we have generated approximately $1.1 million in revenue. Revenuescryptocurrency mining operations and from sales of cryptocurrency mining equipment. Prior to that date, have beenrevenues 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 costly.costlier. In addition, these new rules and regulations have made it more difficult and more expensive for us to obtain director and officer liability insurance, which we currently cannot afford to do. As a result of the new rules, it may become more difficult for us to attract and retain qualified persons to serve on our Board of Directors or as executive officers. We cannot predict or estimate the amount of additional costs we may incur as a result of being a public company or the timing of such costs.

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.

RESTATEMENT OF FINANCIAL STATEMENTS FOR THE YEAR ENDED JUNE 30, 2017

The Company has restated its financial statements for the year ended June 30, 2017 to correct reporting of derivative liabilities associated with its convertible notes payable and warrants, stock-based compensation, gain on sale of investments and other miscellaneous corrections. See Note 13 to the accompanying financial statements. Numbers used in the following financial analysis and discussion for the year ended June 30, 2017 are taken from the restated financial statements.

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 20172018 COMPARED TO THE YEAR ENDED JUNE 30, 20162017

Revenues

In November 2017 we commenced operations in our first cryptocurrency mining location. Our cryptocurrency mining revenues were $198,247 for the year ended June 30, 2018.

We also had revenues from the sale of cryptocurrency mining units that we purchased or assembled for resale of $108,160 for the year ended June 30, 2018.

We did not have any operating revenues for the yearsyear ended June 30, 2017 and 2016.2017.

Operating ExpensesCost of Revenues

General and administrative expenses decreased $2,318,011 to $1,035,762Cost of revenues was $237,793 for the year ended June 30, 2017 from $3,353,773 for2018. Expenses associated with running our cryptocurrency mining operations, such as equipment depreciation, rent, operating supplies, utilities and monitoring services are recorded as cost of revenues. Also included in cost of revenues are the year ended June 30, 2016. The decrease was primarily due tocosts of purchasing or assembling the reduction of stock-based compensation in fiscal year 2016 when we issued warrants to officers and directors. The decrease in general and administrative expenses in the current year was partially offset by increases in professional fees and executive compensation.

Research and development expenses decreased $98,561 to $21,636 for the year ended June 30, 2017 from $120,197 for the year ended June 30, 2016. The decrease resulted from the Company’s new strategy to expand its mobile technology operations to acquisitions of or partnering with revenue generating companies, rather than internal research and development programs.

Depreciation and amortization expense is currently not material to our operations. Depreciation and amortization expense was $0 and $47 for the years ended June 30, 2017 and 2016, respectively.cryptocurrency mining units sold.

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We did not have any cost of revenues for the year ended June 30, 2017.

Operating Expenses

General and administrative expenses increased $303,783 to $1,296,155 for the year ended June 30, 2018 from $992,372 for the year ended June 30, 2017. The increase in the current fiscal year was due to increases in payroll, stock-based compensation, loss on closing operating facilities and expenses supporting our cryptocurrency mining operations.

We engaged a valuation firm to determine the value of the shares of our Series B preferred stock issued in the April 2018 transactions with digiMine, and to allocate that purchase price to the assets acquired. The excess of the cost over the fair value of net assets acquired was recorded as goodwill of $4,153,510. At June 30, 2018, the Company reviewed the goodwill recorded in the digiMine acquisition and determined that a full impairment expense of $4,153,510 was required. Our equipment inventories held for sale and equipment used in our cryptocurrency mining operations are stated at the lower of cost or estimated realizable value. As of June 30, 2018, this equipment was written down to estimated net realizable value by a total of $754,374, equipment inventories by $534,001 and equipment used in operations by $220,373. As a result, total impairment expense was $4,907,884 for the year ended June 30, 2018. We had no impairment expense for the year ended June 30, 2017.

We incurred no research and development expenses for the year ended June 30, 2018. Research and development expense was $21,636 for the year ended June 30, 2017 and related to our mobile technology operations.

Other Income (Expense)

ForOur other income (expense) was comprised of the following for the years ended June 30:

Interest and other income are not currently material to our operations.

The decrease in our interest expense, which includes the amortization of debt discount and original issue discount, resulted from the extinguishment of our note payable and convertible notes payable during the current fiscal year.

During the year ended June 30, 2018, we reported total net realized gains on sale of investments of $239,567, $284,577 from sales of common shares of Viva Entertainment, partially offset by a loss from sales of digital currencies of $45,010. By comparison, during the year ended June 30, 2017, our other income totaled $1,390,273, comprised of interest and other income of $2,408, realized gain on sale of marketable securities of $136,664, unrealized gain on marketable securities of $240,800, and change in fair value of derivative liability of $2,707,896, partially offset by interest expense of $656,421, loss on disposition of property and equipment of $4,870 and loss on extinguishment of debt of $1,036,204. By comparison, our other expense totaled $1,556,566 for the year ended June 30, 2016, comprised of amortization of interest expense of $477,566, change in fair value of derivative liability of $1,056,145 and loss on disposition of property and equipment of $22,855.

The realized gain on sale of marketable securities resulted from recognizing the gain on sale of the investment in Viva Entertainment of $106,000 in fiscal year 2017 by recording a convertible promissory note and accrued interest receivable from Viva Entertainment. Pursuant to multiple conversions during April 2017 through June 2017, the Company converted $33,128 principal of the Viva Note and $2,205 accrued interest receivable into a total of 173,809,000 common shares of Viva Entertainment. In subsequent sales of Viva Entertainment stock, the Company received net proceeds of $52,800 and recordedwe reported a realized gain on sale of marketable securitiesinvestments of $30,664.$30,664 from sales of common shares of Viva Entertainment.

In recording the $11,227 book value of digital currencies as of June 30, 2018, the Company recorded a loss of $2,821. As of June 30, 2017, the Company held a total of 86,000,000 common shares of Viva Entertainment, recorded at market value of $253,998. In recording the $253,998 market value of the Viva Entertainment common shares as of June 30, 2017, the Company recorded an unrealized gain on marketable securitiesinvestments of $240,800.

The increaseloss on disposition of property and equipment in our interest expense, which includes the amortization of debt discount and original issue discount,prior fiscal year resulted from the increasewrite off of the remaining assets of our medical transport business.

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We incurred a gain on extinguishment of debt in our convertible notes payable during the current fiscal year.year compared to a loss on extinguishment of debt in the prior fiscal year due to the overall decrease in our indebtedness.

The inputs usedIn December 2017, the Company and Global Opportunity Group LLC (“Global”), a lender, entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Company’s common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000, which amount was recorded as a loss on settlement of warrants in the year ended June 30, 2018. There was no gain or loss on settlement of warrants in the year ended June 30, 2017.

We estimate the fair value of the derivatives associated with our convertible notes payable, warrants, and put back rights associated with certain Series B preferred stock using the Black-Scholes pricing model and multinomial lattice models that value the derivative liabilities 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.

The significant increase in loss on extinguishment of debt in the current fiscal year resulted from multiple conversions of convertible notes payable into shares of our common stock where the conversion price was substantially lower than the current market price of the common shares issued in the conversions. We reported no loss on conversion of debt into common stock in the year ended June 30, 2016.

Net Income (Loss)Loss

As a result, largely due to recording impairment of assets, our net income was $332,875loss for the year ended June 30, 20172018 was $5,577,450 compared to a net loss of $5,030,583$1,764,947 for the year ended June 30, 2016.2017.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of June 30, 2017, our2018, we had total current assets of $170,517, including cash and restricted cash of $41,070, and total current liabilities exceeded our current assets by $208,630 and we hadof $2,964,340, resulting in a total stockholders’working capital deficit of $207,930.$2,793,823. Included in our current liabilities was aas of June 30, 2018 are derivative liabilityliabilities of $226,731,$2,886,965, which we do not anticipate will require the outlaypayment of cash.

Ascash to settle. Exclusive of the derivative liabilities, we have substantially improved our financial condition as of June 30, 2017,2018 as a result of the repayment of a note payable, the conversion of all convertible debt into shares of our common stock and the elimination of related derivative liabilities. With the extinguishment of these obligations, the Company will no longer have any debt requiring the payment of cash other than trade accounts payable and payroll obligations incurred in the normal course of business. In addition, we had $15,691a total stockholders’ deficit of $2,134,818 as of June 30, 2018.

We completed an equity financing in January 2018 that netted proceeds to us of $720,000 and completed two asset purchase agreements in April 2018, pursuant to which we received restricted cash not sufficient to fund our operations for the next twelve months. However,totaling $375,000. As discussed above, we have converted two notes receivable from Viva Entertainment Group into shares of Viva Entertainment Group’s common stock and have sold a significant portion of the shares into the market to raise capital for our operations, including those shares we held as trading securities as ofoperations. During the year ended June 30, 2017. We2018, we received net proceeds from the sale of investments of $714,847, which we have transferred a total of approximately $570,000used to fund our operating bank account, substantially all subsequentoperations and to purchase property and equipment for our cryptocurrency mining operations. During the year ended June 30, 2017,2018, we also received proceeds of $160,000 from subscriptions to fund the developmentpurchase shares of our business.Series B Preferred Stock.

Sources and Uses of Cash

We have also improved our liquidity throughused net cash in operations of $1,147,502 in the reduction in our convertible debt. As ofyear ended June 30, 2017, we had convertible notes2018 as a result of our net loss of $5,577,450, non-cash gains totaling $737,985, increases in digital currencies of $198,286, prepaid expenses and other current assets of $1,500, inventories of $648,853, equipment deposits of $3,896, accrued interest receivable – related party of $98 and deposits of $13,973, and a decrease in due to related party of $1,711, partially offset by non-cash expenses totaling $6,003,828, and increases in accounts payable before debt discount of $88,776. Through multiple conversions$17,815 and accrued expenses of convertible notes payable subsequent to June 30, 2017, $42,276 of the convertible notes payable was extinguished.$14,607.

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Sources and Uses of Cash

WeBy comparison, we used net cash in operating activities of $265,683 in the year ended June 30, 2017 as a result of our net incomeloss of $332,875,$1,764,947, non-cash gains totaling $271,464, increases in prepaid expenses and other current assets of $6,934 and accrued interest receivable – related party of $909, partially offset by non-cash expenses totaling $2,418,165,$1,711,384, and increases in accounts payable of $18,353, accrued expenses of $25,842 and due to related party of $16,971 and accrued expenses of $41,156, offset by non-cash gains totaling $3,085,360, increase in prepaid expenses of $6,934 and increase in accrued interest receivable of $909.$22,992.

By comparison, we used net cash in operating activities of $478,013 inDuring the year ended June 30, 2016 as a result2018, we had net cash provided by investing activities of our$417,881, comprised of restricted cash acquired in acquisition of $375,000 and net lossproceeds from the sale of $5,030,583, increase in depositsinvestments of $700 and decrease in due to related party of $97,539,$714,847, partially offset by non-cash expenses totaling $4,609,201purchase of investments of $9,651, increase in notes receivable of $49,880 and increases in accounts payablepurchase of $5,065property and accrued expensesequipment of $36,543.$612,435.

During the year ended June 30, 2017, net cash provided by investing activities was $52,800, comprised of proceeds from the sale of marketable securities. We had no net cash used in or provided by investing activities for

During the year ended June 30, 2016.2018, we had net cash provided by financing activities of $755,000, comprised of proceeds from sale of common stock of $720,000, proceeds from the sale of preferred stock of $125,000 and proceeds from stock subscriptions payable of $35,000, partially offset by repayment of note payable of $125,000.

WeDuring the year ended June 30, 2017, we had net cash provided by financing activities of $226,600, for the year ended June 30, 2017, comprised of proceeds from convertible notes payable. For the year ended June 30, 2016, net cash provided by financing activities was $434,144, comprised of proceeds from convertible notes payable of $200,500, proceeds from related party of $178,644 and proceeds from sale of common stock of $55,000.

We will have to raise funds to pay forcomplete and successfully deploy our digital mining facilities 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

The Company has not generated any operating revenues, hasreported recurring net losses from operations, a working capital deficiency as of June 30, 2017 of $208,630,since its inception and used net cash in operationsoperating activities of $265,683 and $478,013 for$1,147,502 in the yearsyear ended June 30, 2017 and 2016, respectively. In addition, as2018. As of June 30, 2017,2018, the Company had an accumulated deficit of $4,826,882.$11,469,936 a total stockholders’ deficit of $2,134,818. 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 continue itsreach a successful level of operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources to be used forfund 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. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. 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.

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 12 to our financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

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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.

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 on the sale of digital currencies are included in other income (expense) in the statements of operations.

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Property and Equipment

Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction verification servers) 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, as of June 30, 2018, the Company wrote down cryptocurrency mining equipment by $220,373 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.

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, warrants and put-back rights associated with two asset purchase agreements using, as applicable, either the Black-Scholes pricing model.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. As of June 30, 2018, the Company had no convertible notes or warrants outstanding and no related derivative liabilities.

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 equipment inventories, cryptocurrency mining equipment and goodwill, totaled $4,907,884 for the year ended June 30, 2018.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. As of December 31,June 30, 2018 and 2017, and 2016, the amounts reported for cash, note receivable,prepaid expenses and other current assets, purchase deposits, accounts payable, accrued interest receivable,expenses, note payable accounts payable,and due to related party and accrued expenses approximate fair value because of their short maturities.

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

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

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

		Total				Level 1				Level 2				Level 3
June 30, 2018:
Marketable securities		$	1,700			$	1,700				-				-
Total assets measured at fair value		$	1,700			$	1,700			$	-			$	-
June 30, 2017:
Marketable securities		$	253,998			$	253,998			$	-			$	-
Total assets measured at fair value		$	253,998			$	253,998			$	-			$	-

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

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

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.

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Revenue Recognition

Our revenues currently consist of cryptocurrency mining revenues and revenues from the sale of cryptocurrency mining equipment, recognized in accordance with ASC 605, Revenue Recognition. Revenue is recognized when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered. 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 crypto-currencies, 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 605, Revenue Recognition, including when title and risk of loss have transferred, 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.

Off Balance Sheet Arrangements

The lease for our Pennsylvania location is on a month-to-month basis at $850 per month.

The lease for our New Jersey location, which was assumed in the digiMine Acquisition, was effective April 1, 2018 for a period of one year at a monthly rental of $6,986, with an automatic one-year renewal period with a 5% increase in the monthly rent.

Future lease payments under non-cancelable operating leases as of June 30, 2018 are as follows:

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Disclosure under Item 7A is not required of smaller reporting companies.

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ITEMItem 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.Financial Statements and Supplementary Data.

INTEGRATED VENTURES, INC.

(FORMERLY EMS FIND, INC.)

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Leigh J. Kremer, CPA

Certified Public Accountant

Member NJCPA, PCAOB

Phone (732) 222-4422

27 Beach Road, Suite C05B

Monmouth Beach, NJ 07750

Report of Independent Registered Public Accounting FirmREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and ShareholdersStockholders of Integrated Ventures, Inc. (formerly EMS Find, Inc.)

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Integrated Ventures, Inc. (formerly EMS Find, Inc.)(the Company) as of June 30, 2018 and 2017 and 2016,as restated, and the related statements of operations, stockholders’ deficit, and cash flows for each of the years in the two-year period ended June 30, 2018, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017 as restated, and 2016. the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2018, in conformity with accounting principles generally accepted in the United States of America.

Restatement of the 2017 Financial Statements

As discussed in Note 13 of the footnotes to the June 30, 2018 and 2017 financial statements, the accompanying 2017 financial statements have been restated to correct a misstatement.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on thesethe Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting, as a basis for designed audit procedures, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Integrated Ventures, Inc. (formerly EMS Find, Inc.) as of June 30, 2017 and 2016, and the results of its operations and its cash flows for the two years in the period ended June 30, 2017, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 23 to the financial statements, the Company has suffered recurring losses and negative cash flowsa net loss from operations that raiseand has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to theseregarding those matters are also discusseddescribed in Note 2.3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Leigh J. Kremer, CPA                              

Monmouth Beach, N.J.

September 14, 2017/s/ M&K CPAS, PLLC

We have served as the Company’s auditor since 2018.

Houston, TX

December 27, 2018

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See notes to financial statements

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See notes to financial statements

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