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 ¨☐    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 ¨☐    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 x☒    No ¨☐.

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 x☒    No ¨☐.

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. ¨☐

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 ¨ ☐    No x☒.

On December 31, 2016,2019, 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,$602,158 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.$0.0098 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, 2017,23, 2020, the registrant had 387,114,262116,506,895 shares of its common stock, $0.001 par value, issued and outstanding.

INTEGRATED VENTURES, INC.

(FORMERLY EMS FIND, INC.)

TABLE OF CONTENTS

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.1.BUSINESS.

We were incorporated in the State of Nevada on March 22, 2013 under the name Lightcollar, Inc. OnInc.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. Thecompany.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. On April 6, 2016, we completed the sale of our subsidiary Viva Entertainment Group, Inc. to Black River Petroleum Corp.

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.

In November 2017, we discontinued our prior operations and changed our business focus to acquiring, launching and operating companies in the technology 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 acquired the digital currency mining operations of digiMine LLC through two Asset Purchase Agreements. In addition, in August 2018, the Company acquired the digital currency mining operations of Secure Hosting, LLC through an Asset Purchase Agreement.

Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.Business

On April 6, 2016,November 22, 2017, we completed the salesuccessfully launched our cryptocurrency operations, and revenues commenced from cryptocurrency mining operations and from sales 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 salecryptocurrency mining equipment. As of all of the outstanding shares of Viva Entertainment, Black River issued toJune 30, 2020, the Company its 10% promissory note in the principal amount of $100,000, due December 31, 2016.owned and operated approximately 925 miners that mine Bitcoin (BTC), Litecoin (LTC) and Ethereum (ETH).

Overview

Initially,In the next 90 days, the Company was only focused on development of on-demand mobile transportation platform, designedplans to connect health care providers(1) raise capital to purchase new mining equipment and consumers to a network of medical transport companies throughout the United States(2) retire older and Canada and, on the internet and through mobile applications, and to provide specialized online marketing solutions for these businesses that boost customer awareness and merchant visibility on the internet and through mobile applications. Our mobile and internet platform designed to facilitate and speed up connection of health care providers and the public with medical transportation providers for the benefit of the patients.

The Company has recently determined to expand its mobile technology operations to acquisitions of or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets that have 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.longer profitable models.

On Demand Mobile Transportation Platform for Health Care IndustryMay 8, 2019, the Company had consolidated all of its mining operations by signing a three-year power supply and purchase agreement with PetaWatt Properties, LLC, located in Carhage, NY and moved all of cryptocurrency operations to a new location.

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.

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In early 2017, we expanded our platform by offering on-demand taxi-like services by integrating our application with transportation providers like UBER and LYFTCryptocurrency Mining

On February 21, 2017, the CompanyDigital tokens are built on a distributed ledger infrastructure often referred to as a “blockchain”. These tokens can provide various rights, and Epic MD Technologies, LLC, Doral, Florida (“EpicMD”), executedcryptocurrency is a Licensing Agreement,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 run on a blockchain platform, which provided foris a partnership withdecentralized, immutable ledger of transactions, and essentially function as 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 clientsdigital form of money.Cryptocurrencies such as major healthcare plansBitcoin 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 transportation companies.transmitted through, an open source, math-based protocol platform using cryptographic security (the “Bitcoin Network”). The target markets identifiedBitcoin Network, for example, 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. 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 US Dollar, at rates determined on bitcoin exchanges or in individual end-user-to-end-user transactions under a barter system.

Bitcoins are “stored” or reflected on the Licensing Agreement, withindigital transaction ledger known as the defined geographic region,“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 the digital wallet that owns them. The network and software 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.

Mining is the process by which bitcoins, for example, are as follows:created resulting in new blocks being added to the blockchain and new bitcoins being issued to the miners. Miners engage in a 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 turns 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 healthcare facilities (hospitals, hospital clinics, free-standing clinics, hospices,of the most recent transactions that are not memorialized in prior blocks, a reference to the most recent prior block, and hospital systems)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 medical transport companies (private medical transport and/or state or county medical transport).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 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 moved to a price around $20,000 in December 2017, and is being developedtrading in the range of $10,000 currently. 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 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 approximately 1,800 Bitmain S9 miners to usemine one Bitcoin per day, using approximately 2.5 MegaWatt of power supply. Meanwhile, demand from miners also drove up hardware and marketpower prices, the new platform independently, throughout alllargest costs of North America. EpicMD has agreed to pay a 3% commissionproduction. This deliberately controlled rate of gross EpicMD software revenuebitcoin creation means that the number of bitcoins in existence will never exceed 21 million and partnership fees tothat bitcoins cannot be devalued through excessive production unless the CompanyBitcoin Network’s source code (and the underlying protocol for any business acquired by the EpicMD thatbitcoin issuance) is a direct outcome of the Company’s introduction of a new client to EpicMD.altered.

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 with the help of healthcare professionals and medical equipment installed in the ambulance. The global ambulance services market based on the mode of transport has been segmented into: ground ambulance services, air ambulance services and water ambulance services. On the basis of emergency type, the global market has been segmented as: emergency ambulance services and non-emergency ambulance services.

Ambulance services, emergency and non-emergency, are provided to patients based 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 devices such as automatic external defibrillator oxygen delivery devices, pulse oximetry and blood pressure monitoring equipment. Medical services are provided by emergency medical practitioners and partially-trained personnel in a BLS ambulance. BLS ambulance services are usually provided to patients with complex fractures, medical or surgical patients, discharge for home or some sub-acute care facilities and psychiatrist patients.

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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AccordingMining pools have developed in which multiple miners act cohesively and combine their processing power to data provided by Community Transportation Association, about 3.6 million Americans miss or delay medical care services simply becausesolve blocks. When a pool solves a new block, the participating mining pool members split the resulting reward based on the processing power they lack appropriate means of transportationeach contributed to get to their medical appointments. Medicaidsolve for such block. The mining pool operator provides a non – emergency medical transportation benefitservice that payscoordinates the workers. Fees are paid to the mining pool operator to cover the costs of maintaining 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 assigns block rewards in-proportion to the 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 the least expensive and suitable way of conveying people to their appointments whether by taxi, van, public transport or mileage reimbursement.our mining business.

People with chronic health conditions, such as arthritis, asthma, cancer, cardiovascular disease, chronic obstructive pulmonary diseaseOur Cryptocurrency Operations

We utilize and diabetes et al, in many cases need medical care services on a regular basis. Statistics show that the treatment of chronic conditions account for three-quarters of all United States healthcare expenses. For instance, 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. In addition, it was projected that states will add more than a half a million adults who have serious behavioral health issues that impair their everyday functioning to the Medicaid population. These people of course will need 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 transportationcryptocurrency pools to their appointments, only 8 percent depend on public transportationmine cryptocurrencies and generate a mixed selection of digital cryptocurrencies, including BTC, LTC and ETH. Cryptocurrency payouts are paid to us by the pool operator, and the digital currency produced is either stored in a wallet (Coinbase) or taxi services, and 25.3 percent drove or walked to the clinic themselves.

On-Demand Transportationsold in open market. Payout proceeds are automatically deposited in our corporate bank accounts.

In our digital currency mining operations, various models of miners are owned and deployed by the last five years, technology has radically transformed ground non-emergency transportationCompany.

When funds are available and market conditions allow, we also invest in certain denominations of cryptocurrencies to complement our mining operations.We consider these investments similar to marketable securities where we purchase and hold the cryptocurrencies for sale.We report realized gains and losses on the sales of cryptocurrencies and mark our portfolio of cryptocurrencies to market at the end of each quarterly reporting period, reporting unrealized gains or losses on the investments. As of June 30, 2020, our investments at market value totaled $82,855 and were comprised primarily of LINK (Chainlink), with a smaller portfolio of BTC, LTC and ETH.

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 Bitcoin Network. Third party service providers such as crypto currency exchanges and bitcoin third party payment processing services may charge significant fees for processing transactions and for converting, or facilitating the conversion of, bitcoins to or from fiat currency.

Under the peer-to-peer framework of the Bitcoin Network, transferors and recipients of bitcoins are able to determine the value of the bitcoins transferred by mutual agreement, the most common means of determining 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 site the valuation of each transaction and bid and ask prices for the better. Cloud technologies, big data analytics, GPS-tracking and mobile appspurchase or sale of bitcoins. Market participants can choose the Bitcoin Exchange on which to buy or 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 prices 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.

Although the cryptocurrency markets have been connectedhistorically 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 to the applicability of digital currencies in commercial applications and 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 the range of $18,000, and as of November 30, 2018 had declined to a virtual, scalable$4,000 trading range. The trading range has recently increased to approximately $10,200.Other cryptocurrencies have experienced more substantial declines, than Bitcoin’s recent decline.Our revenues are directly affected by the Bitcoin market price specifically, which is the market leader for prices of all cryptocurrencies. In recent weeks, regulatory crackdowns have also weighed on prices. The Securities and cost-effective fleetExchange Commission recently announced its first civil penalties against cryptocurrency founders as part of driversa wide regulatory and their vehicles. UBERlegal crackdown on fraud and LYFTabuses in the industry. In addition, Bloomberg News recently reported that regulators are investigating whether bitcoin's rally to almost $20,000 last year was the result of market leaders within this new model of transportationmanipulation. The U.S. Justice Department is investigating whether tether, a controversial cryptocurrency that founders say is backed 1:1 by the U.S. dollar, was used by traders to prop up bitcoin, according to the report, which allows for tracking, insights, efficiencies, and increased levels of service as never before possible.cited three unnamed sources familiar with the matter.

Quality of service in the non-emergency medical transportation (NEMT) field in the Company’s view has been hindered by inadequate technology, outdated business models, inconsistent 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:

	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 businessesCompetition

In cryptocurrency mining, companies, individuals and groups generate units of cryptocurrency through mining. Miners can range from individual enthusiasts to acquire will be complex 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 complianceprofessional mining operations 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,dedicated data centers, with all of which will makewe 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 taskinformation concerning the activities of comparative investigation and analysisthese enterprises is not readily available as the vast majority of such business opportunities extremely difficult and complex.the participants in this sector do not publish information publicly or the information may be unreliable.

WeGovernment Regulation

Government regulation of blockchain 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 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 interest in a publicly registered company without incurringregulating or investigating companies engaged in the costblockchain or cryptocurrency business include the national securities exchanges and time required to conduct an initial public offering,the Financial Industry Regulatory Authority. As the regulatory and legal environment evolves, the Company may in its mining activities become subject to compliancenew laws, and further regulation by the SEC and other agencies..On November 16, 2018, the SEC issued a Statement on Digital Asset Securities Issuance and Trading, in which it emphasized that market participants must still adhere to the SEC’s well-established and well-functioning federal securities law framework when dealing with technological innovations, regardless of whether the securities are issued in certificated form or using new technologies, such as blockchain.

Our officerBlockchain and consultants will analyze newcryptocurrency regulations are in a nascent state with agencies investigating businesses and their practices, gathering information, and generally trying to understand the risks and uncertainties in order to protect investors in these businesses and in cryptocurrencies generally.   Various bills have also been proposed in Congress for adoption related to our 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 officersthe SEC’s enforcement division (Wall Street Journal, November 17-18, 2018).  An annual report by the SEC shows that digital currency scams are among the agency’s top enforcement priorities.  The SEC is focused in particular on Initial Coin Offerings (ICOs), which involve the sale of digital tokens related to blockchain projects. Many such projects have failed to deliver on their promises or turned out to be outright scams. In the past year, the enforcement division has opened dozens of investigations involving ICOs and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as:digital assets, many of which were ongoing at the close of FY 2018,” the SEC states in a section of the report titled “ICOs and Digital Assets.”

	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 expectsFor the year ended June 30, 2020, we recognized revenues totaling $454,170 from cryptocurrency operations (consisting of both mining and equipment sales transactions).We increased our investment activities as further discussed above, and at June 30, 2020, we held cryptocurrencies with a total market value of $82,855.

At June 30, 2020, the Company owned approximately 925 mining rigs, with a net book value of $453,229.This number is directly related to meet personally with management and key personnelthe availability of the acquisition as partelectric power for the mining rigs, which is currently at maximum utilization capacity.For financial accounting purposes, we record our mining rigs at the lower 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 consultantscost 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.estimated net realizable value.

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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CompetitionOn 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 digiMine for these assets.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.

The healthcare industry, in whichOn May 21, 2019, the Company isand DigiMine, LLC entered into an Exchange Agreement, pursuant to which, DigiMine had agreed to surrender the remaining 20,000 shares of the Company’s Series B Preferred Stock held by it and terminate its Put-Back-Rights under the April 2018 Security and Pledge Agreements, in exchange for 10,000,000 shares of the Company’s common stock, which issued in ten tranches of 1,000,000 shares each. Ten trading days after the Initial Closing date and each ten trading days thereafter, the Company agreed to deliver a very small factor, is highly competitive,tranche of 1,000,000 shares of common stock to the Holder. Through June 30, 2019, closings were held and competition among service and healthcare providers has intensified2,000,000 shares of the common stock exchange shares were issued. The remaining 8,000,000 shares of common stock were issued 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 during the year ended June 30, 2017.2020.

On August 2, 2018, the Company entered into an Asset Purchase Agreement with Secure Hosting, LLC ("Secure Hosting") for the purchase of 182 Ethereum mining machines. As consideration for the purchase of the machines, the Company issued 38,018 shares of its Series B convertible preferred stock.

We have also purchased mining machines directly from the manufacturers and funded our operations with proceeds provided primarily from the issuance of convertible notes payable.During the year ended June 30, 2020, we received net proceeds from convertible notes payable totaling $534,000

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.”private equity or debt financings or other sources, such as potential collaboration agreements.If additional financing is required, we cannot be certain that it will be available to us on favorable terms, or at all.

Environmental Regulations

We do not believe that we are 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.

Employees and Employment Agreements

At present time, we have no employees other thanone full time 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. Therefuture.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 forWe occupy 450 sq ft facility, at no cost to the Company. On May 8, 2019, the Company had consolidated all of its mining operations in Carthage, New York, by signing a monthly rental of $700three-year power supply and expires September 1, 2016. The lease will continue month-to-month after the expiration.purchase agreement with PetaWatt Properties, LLC. We believe that our existing facilitiesoffices and data center facility are suitable and adequate and that we have sufficient capacity to meet our current anticipatedand future needs.

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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 indirectlyincreasingly dependent on the healthcare industryinformation technology systems 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 (CYBER SECURITY)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.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 ONWe depend heavily on OUR CHIEF EXECUTIVE OFFICER, ANDand HIS DEPARTURE COULD HARM OUR BUSINESS.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.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.state agencies.

WE WILL RELYHAVE INCREASED OUR INVESTMENTS IN CRYPTOCURRENCIES, THE MARKET VALUE OF WHICH MAY BE SUBJECT TO SIGNIFICANT FLUCTUATIONS

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

Risks related to the coronavirus pandemic

THE FUTURE IMPACT OF THE COVID-19 PANDEMIC ON DATA CENTER PROVIDERS, INTERNET INFRASTRUCTURE, BANDWIDTH PROVIDERS, THIRD-PARTY COMPUTER HARDWARECOMPANIES IS EVOLVING AND SOFTWARE, OTHER THIRD PARTIES AND OUR OWN SYSTEMS FOR PROVIDING SERVICESWE ARE CURRENTLY UNABLE TO OUR CLIENTS AND USERS, AND ANY FAILURE OR INTERRUPTION INASSESS WITH CERTAINTY THE SERVICES PROVIDED BY THESE THIRD PARTIES OR OUR OWN SYSTEMS COULD NEGATIVELY IMPACT OUR RELATIONSHIPS WITH CLIENTS, ADVERSELY AFFECTING OUR BRAND ANDBROAD EFFECTS OF COVID-19 ON OUR BUSINESS.

We planThe future impact of the Covid-19 pandemic on companies is evolving and we are currently unable to serve allassess with certainty the broad effects of Covid-19 on our business, particularly on the digital currency markets. As of June 30, 2020, our investment in property and equipment of $453,342 could be subject to impairment or change in valuation due to Covid-19 if our crypocurrency mining revenues significantly decrease or we are not able to raise capital sufficient to fund our operations.In addition, current travel restrictions and social distancing requirements make it difficult for our management to access and oversee our operations in the State of New York.

As of June 30, 2020, the reported values of the Company’s material convertible debt and derivative liabilities are based on multiple factors, including the market price of our clientsstock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and usersprobabilities of certain outcomes based on management projections. We believe these inputs will be subject to even more significant changes due to the impact on capital markets of Covid-19, and the future estimated fair value of these liabilities may fluctuate materially from data centers. period to period.

The ownersCovid-19 pandemic continues to have a material negative impact on capital markets, including the market prices of data center facilities have no obligationdigital currencies.While we continue to enter into their agreements with us on commercially reasonable terms, or at all. Ifincur operating losses, we are unablecurrently dependent on debt or equity financing to negotiate favorable agreementsfund our operations and execute our business plan, including ongoing requirements to replace old and nonprofitable mining machines. We believe that the impact on commercially reasonable terms, we will be required utilize data center facilities,capital markets of Covid-19 may make it more costly 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, includingmore difficult for us could adversely affect the experienceto access these sources 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.funding.

Our technologies, when developedbusiness can potentially be impacted by the effects of the COVID-19 as follows: (1) effect our financial condition, operating results and includedreduce cash flows; (2) cause disruption to the activities of equipment suppliers; (3) negatively effect the Company's mining activities due to imposition of related public health measures and travel and business restrictions; (4) create disruptions to our core operations in commercial products, may not be ableNew York due to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming, expensivequarantines and self-isolations; (5) restrict the Company's ability and that of its employees to litigate or settleaccess facilities and could divert resourcesperform equipment maitenance, repairs, and attention.programming which will lead to inability to monitor and service miners, resulting in reduced ability to mine cryptocurrencies due to miners being offline.

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

THE CORONAVIRUS PANDEMIC IS A CONTINUING SERIOUS THREAT TO HEALTH AND ECONCOMIC WELLBEING AFFECTING OUR EMPLOYEES, INVESTORS AND OUR SOURCES OF SUPPLY.

The sweeping nature of their intellectual property rights. With respectthe novel Coronavirus (COVID-19) pandemic makes it extremely difficult to any intellectual property rights claim,predict how the Company’s business and operations will be affected in the long run. However, the likely overall economic impact of the pandemic is viewed as highly negative to the general economy.To date, we may have to pay damages or discontinuenot been classified as an essential business in the practices found to be in violation of a third party’s rights. We may have to seek a license to continue such practices, whichNew York, and we may not be available on reasonable terms and may significantly increaseallowed to access our operating expenses. A license to continuemining facilities. The duration of such practices may notimpact cannot 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.predicted.

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.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. Asstock.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. Thisassets.This stockholder, who is also our sole director, may make decisions that are averse to or in conflict with your interests. See our discussion under the caption “Principal Stockholders” for more information about ownership of our outstanding shares.

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.

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. Indirectors.In evaluating our Company, our current lack of corporate governance measures should be borne in mind.

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

OUR COMMON STOCK IS DEEMED TO BE “PENNY STOCK,

Our common stock is deemed to be “penny stock,” WHICH MAY MAKE IT MORE DIFFICULT FOR INVESTORS TO SELL THEIR SHARES DUE TOwhich may make it more difficult for investors to sell their shares due to DISCLOSURE AND SUITABILITY REQUIREMENTS.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 businesscorporate offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006. Our telephone number is (215) 350-2255. Our lease is currently on613-1111. We occupy 450 sq ft facility, at no cost to the Company. On May 8, 2019, the Company had consolidated all of its mining operations in Carthage, New York, by signing a month-to-month basisthree-year power supply and requires a monthly rental of $700.purchase agreement with PetaWatt Properties, LLC. We believe that our existing facilitiesoffices and data center facility are suitable and adequate and that we have sufficient capacity to meet our current anticipatedand future 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, the Supreme Court of the State of New York County of Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished.

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.

Holders

As of September 1, 2017,8, 2020, there were 1218 holders of record of our common stock. Thisstock.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.

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 $725,400.2020.

Date		Title and Amount(1)		Purchaser		Principal Underwriter				Total Offering Price/ Underwriting Discounts
16
Table July 3, 2019		Convertible Promissory Note		Armada Investment Fund, LLC.			N/A			$137,500 / N/A
July 3, 2019		Convertible Promissory Note		BHP Capital NY, Inc.			N/A			$137,500 / N/A
November 1, 2019		Convertible Promissory Note		Armada Investment Fund, LLC			N/A			$20,000 / N/A
November 21, 2019		Convertible Promissory Note		Armada Investment Fund, LLC			N/A			$22,000 / N/A
December 2, 2019		Convertible Promissory Note		BHP Capital NY, Inc.			N/A			$66,000 / N/A
February 20, 2020		Convertible Promissory Note		BHP Capital NY, Inc.			N/A			$83,333 / N/A
March 4, 2020		Convertible Promissory Note		BHP Capital NY, Inc.			N/A			$60,500 / N/A
March 4, 2020		Convertible Promissory Note		Armada Investment Fund, LLC			N/A			$88,000 / N/A
February 25, 2020		Issuance of Contents50,000 shares of Series B Preferred Stock issued as compensation to Chief Executive Officer		Steve Rubakh			NA			$0.012 per underlying common share /NA
February 25, 2020		Issuance of 50,000 shares of Series B Preferred Stock issued as compensation to Chief Executive Officer		Steve Rubakh			NA			$0.012 per underlying common share /NA
February 27, 2020		Re-issuance of 30,000 shares of Series B Preferred Stock and cancellation of 3,000,000 common shares		Steve Rubakh			NA			$0.001 par value per share /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:

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.

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. Ourvia 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, 2020, we had total revenues of $1,039,720, consisting of: (1) revenues from mining operations of $883,806 received primarily in digital currencies and (2) equipment and parts retail sales of $155,914.Mining revenues were $435,740 and $249,819 for the years ended June 30, 2020 and 2019, respectively.Equipment and parts revenues were $18,430 and $29,324 for the years ended June 30, 2020 and 2019, respectively.

We have consolidated our cryptocurrency operations in facility, located in Carthage, New York.The power supply and purchase agreement was entered into on May 10, 2019 for an initial term of 90 days, with an option to continue for a Share Exchange Agreement with thesubsequent 36 months.The Company’s sole shareholder of EMS Factory, Inc., a Pennsylvania corporation (“EMS Factory”), and following the closingobligation under the Share Exchange Agreement EMS Factory became a wholly-owned subsidiaryis to pay the PetaWatt Properties, LLC, contractual rate per kilowatt hour of electricity, consumed by the Company.Company’s cryptocurrency mining operations.

When funds are available and market conditions allow, we also invest in certain denominations of cryptocurrencies to complement our mining operations.We consider these investments similar to marketable securities where we purchase and hold the cryptocurrencies for sale.We report realized gains and losses on the sales of cryptocurrencies and mark our portfolio of cryptocurrencies to market at the end of each quarterly reporting period, reporting unrealized gains or losses on the investments. As of the second quarterJune 30, 2020, our investments at market value totaled $82,855 and were comprised primarily of 2015, EMS Factory discontinued operations.LINK (Chainlink), with a smaller portfolio of Bitcoin (BTC), Litecoin (LTC) and Ethereum (ETH).

We have funded our operations primarily from cash generated from our digital currency mining operations and proceeds from convertible notes payable.Most recently, we received cash proceeds totaling $210,000 from three convertible notes payable issued in January and February 2020.

The Digital Asset Market

The Company develops and markets B2B & B2C on-demand mobile platform, designed to connect health care providers and consumers to a network of medical transport companies throughout the United States and Canada and,is focusing on the internetmining of digital assets, as well as blockchain applications (“blockchain”) and related technologies. A blockchain is a shared immutable ledger for recording the history of transactions of digital assets—a business blockchain provides a permissioned network with known identities. A Bitcoin is the most recognized type of a digital asset that is issued by, and transmitted through, mobile applications,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 plans to provide specialized online marketing solutionsthe source code that comprises the basis for these businesses that boost customer awarenessthe cryptography and merchant visibility onmath-based protocols governing the internet and through mobile applications. The Company has recently determined to expand its business operations to acquisitions of or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets that have a seasoned management team, solid operating histories, minimum debt, high growth potential and tangible assets, designed to mitigate investor risk. The Company intends to 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.Bitcoin Network.

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

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

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

FINANCIAL OPERATIONS REVIEW

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-tradedpublicly 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.

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 20172020 COMPARED TO THE YEAR ENDED JUNE 30, 20162019

Revenues

In November 2017 we commenced operations in our first cryptocurrency mining location. Our cryptocurrency mining revenues increased to $435,740 in the year ended June 30, 2020 from $249,819 in the year ended June 30, 2019.This increase in revenues resulted primarily from additional mining machines deployed in the current fiscal year in our new facility in Carthage, New York.

We did notalso have any operating revenues from the sale of cryptocurrency mining units that have been assembled or refurbished for resale and spare parts.Such sales totaled $18,430 and $29,324 in the years ended June 30, 20172020 and 2016.2019, respectively.Sales of equipment and parts will fluctuate from period to period depending on the market demand for cryptocurrency mining equipment and related and parts.

Cost of Revenues

Cost of revenues was $996,409 in the year ended June 30, 2020 compared to $1,005,479 in the year ended June 30, 2019.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 costs of purchasing, assembling and connecting the cryptocurrency mining units. We experienced a gross loss on revenues in both fiscal years primarily due to high utility costs, a conservative, short useful life for mining equipment depreciation, and in particular for fiscal 2019, costs of vacating and relocating operations, including abandonment of leasehold improvements.

Operating Expenses

General and administrative expenses decreased $2,318,011 to $1,035,762$472,399 in the year ended June 30, 2020 from $1,823,523 in the year ended June 30, 2019.The decrease is due primarily to a decrease in non-cash stock-based compensation to related parties, partially offset by increases in other expenses supporting our expanded cryptocurrency mining operations.Stock-based compensation – related party totaled $120,000 in the year ended June 30, 2020 and $1,312,000 in the year ended June 30, 2019.The value of the stock-based compensation is computed using the market price of our common stock.

We performed a lower of cost or market impairment analysis on the cryptocurrency machines purchased in the August 2018 Asset Purchase Agreement, including writing off the purchase price allocated to the defective machines, and recorded an impairment expense of $2,097,930 during the year ended June 30, 2019. We reported no impairment expense for the year ended June 30, 2017 from $3,353,773 for the year ended June 30, 2016. The decrease was primarily due to 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.

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2020.

Other Income (Expense)

ForOur other income (expense) was comprised of the yearfollowing for the years 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 $22,855.30:

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 recorded a realized gain on sale of marketable securities of $30,664.

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 as of June 30, 2017, the Company recorded an unrealized gain on marketable securities of $240,800.

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

The inputs usedrealized loss on investments in all periods presented resulted primarily from losses recorded on our digital currencies, as we experienced the negative impact of fluctuating market values.

The unrealized gain on investments for the year ended June 30, 2020 resulted from marking to market our investment in cryptocurrencies as of June 30, 2020.Unrealized gains or losses on investments for any date or period are dependent on the amount of cryptocurrencies on hand and the fluctuation in market values as reported by financial publications.

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

During the year ended June 30, 2020, we disposed of and wrote off non-serviceable, defective mining equipment with a net book value of $162,451.We did not report any loss on disposition of property and equipment during the year ended June 30, 2019.

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$4,592 in the year ended June 30, 2016.2020 resulted from conversion of convertible notes to common stock where the conversion terms were outside the related agreements.We did not report any gain or loss on extinguishment of debt during the year ended June 30, 2019

During the nine months ended March 31, 2020, we incurred a digital currency theft loss of $33,037 where a hacker obtained unauthorized access to our online digital currency processing service and transferred digital currencies out of our account.

On June 26, 2019, the Company entered into an Exchange Agreement with St. George Investments LLC (“St. George”) pursuant to which a convertible promissory note payable to St. George in the principal amount of $500,000 was issued in consideration for the surrender by St. George of all outstanding warrants previously issued in January 2018.As a result, we reported a loss on exchange of warrants of $500,000 in the year ended June 30, 2019.

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

Net Income (Loss)Loss

As a result, our net income was $332,875loss for the year ended June 30, 20172020 was $1,081,775, compared to a net loss of $5,030,583$9,513,271 for the year ended June 30, 2016.2019.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of June 30, 2017, our2020, we had total current assets of $9,925, including cash of $6,675, and total current liabilities exceeded our current assets by $208,630 and we hadof $656,425, resulting in a total stockholders’working capital deficit of $207,930. Included$646,500.Included in our current liabilities was aas of June 30, 2020 are derivative liability of $226,731,liabilities totaling $164,834, which we do not anticipate will require the outlaypayment of cash.

Ascash to settle.In addition, we had a total stockholders’ deficit of June 30, 2017, the Company had $15,691 in cash, not sufficient to fund our operations for the next twelve months. However, 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$109,603 as of June 30, 2017. We have transferred a total of approximately $570,000 to our operating bank account, substantially all subsequent to June 30, 2017, to fund the development of our business.2020.

We have also improved our liquidity through the reduction in our convertible debt. As of June 30, 2017, we had convertible notes payable before debt discount of $88,776. Through multiple conversions of convertible notes payable subsequent to June 30, 2017, $42,276 of the convertible notes payable was extinguished.

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We have funded our operations primarily from cash generated from our digital currency mining operations and proceeds from convertible notes payable.During the year ended June 30, 2020, we received net proceeds from convertible notes payable of $403,692 (net of debt repaid in cash of $130,308) and proceeds of $7,583 from a Paycheck Protection Program loan.

Sources and Uses of Cash

We used net cash in operating activitiesoperations of $265,683$671,101 in the year ended June 30, 20172020 as a result of our net incomeloss of $332,875,$1,081,775, non-cash gains totaling $788,875 and increase in digital currencies of $451,546, partially offset by non-cash expenses totaling $2,418,165,$1,501,114 and increases in accounts payable of $18,353,$45,415, accrued expenses of $51,513 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.$53,053.

By comparison, we used net cash in operating activitiesoperations of $478,013$708,040 in the year ended June 30, 20162019 as a result of our net loss of $5,030,583, increase$9,513,271, increases in digital currencies of $251,627and equipment deposits of $700 and decrease in due to related party of $97,539,$27,971 partially offset by non-cash expenses totaling $4,609,201$8,993,776, decreases in prepaid expenses and other current assets of $5,750 and deposits of $13,973, and increases in accounts payable of $5,065 and$12,055, accrued expenses of $36,543.$10,395 and due to related party of $48,880.

During the year ended June 30, 2017,2020, we had net cash provided by investing activities was $52,800,of $218,191 comprised of net proceeds from the sale of marketable securities. We had no net cash used in or providedinvestments of $714,126, partially offset by investing activities forpurchase of investments of $372,586 and the purchase of property and equipment of $123,349.

During the year ended June 30, 2016.2019, we had net cash provided by investing activities of $189,335, comprised of net proceeds from the sale of investments of $231,782, partially offset by the purchase of property and equipment of $42,447.

WeDuring the year ended June 30, 2020, 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,$411,275 comprised of proceeds from convertible notes payable of $200,500, proceeds from related party of $178,644$534,000 and proceeds from salePPP loan payable of common$7,583, partially offset by repayment of convertible notes payable of $130,308.

During the year ended June 30, 2019, we had net cash provided by financing activities of $525,945 comprised of proceeds from convertible notes payable of $500,945 and proceeds from stock subscriptions payable of $55,000.$25,000.

We currently do not have sufficient cash to fund our operations and 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$671,101 in the yearsyear ended June 30, 2017 and 2016, respectively. In addition, as2020.As of June 30, 2017,2020, the Company had an accumulated deficit of $4,826,882. These$22,064,982 and a total stockholders’ deficit of $109,603.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. Becauseperiod.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 or losses on the sale of digital currencies are included in other income (expense) in the statements of operations.

Property and Equipment

Property and equipment, consisting primarily of computer and other cryptocurrency mining equipment (transaction verification servers) and leasehold improvements, is stated at the lower of cost or estimated realizable value and is depreciated when placed into service using the straight-line method over estimated useful lives. The Company operates in an emerging industry for which limited data is available to make estimates of the useful economic lives of specialized equipment. Management has assessed the basis of depreciation of these assets and believes they should be depreciated over a three-year period due to technological obsolescence reflecting rapid development of hardware that has faster processing capacity and other factors. Additionally, during the year ended June 30, 2019, the Company wrote down cryptocurrency mining equipment by $2,097,930 to estimated net realizable value.The Company also wrote off abandoned leasehold improvements with a net book value of $107,150 to cost of goods sold during the year ended June 30, 2019.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, put-back rights associated with two asset purchase agreements, common stock issuable pursuant to a Series B preferred stock Exchange Agreement and a stock subscription payable using, as applicable, either the Black-Scholes pricing model. Wemodel or multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes.We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Impairment of Long-Lived Assets

All assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable in accordance with ASC 350 and ASC 360. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value or net realizable value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Total impairment expense, consisting of write downs for cryptocurrency mining equipment totaled $2,097,930 for the year ended June 30, 2019.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in the balance sheet, where it is practicable to estimate that value. Asvalue.As of December 31, 2017June 30, 2020 and 2016,2019, the amounts reported for cash, note receivable,restricted cash, prepaid expenses and other current assets, equipment deposits, accounts payable, accrued interest receivable, note payable, accounts payable,expenses and due to related party and accrued expenses approximate fair value because of their short maturities.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASCdate.ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. Thevalue.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.These tiers include:

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

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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:

Off Balance Sheet Arrangements

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

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

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

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ITEM 8. 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 Firm

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

We have audited the accompanying balance sheets of Integrated Ventures, Inc. (formerly EMS Find, Inc.) as of June 30, 2017 and 2016, and the related statements of operations, stockholders’ deficit, and cash flows for the years ended June 30, 2017 and 2016. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 consideration 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 examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 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 2 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. 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

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See notes to financial statements

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See notes to financial statements

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Statements of Stockholders’ Deficit

For the Years Ended June 30, 2017 and 2016

		Series A								Series B								Common Stock												Additional
		Preferred Stock								Preferred Stock								Shares												Paid-in				Accumulated
		Shares				Amount				Shares				Amount				Issuable				Outstanding				Amount				Capital				Deficit				Total
Balance, June 30, 2015			1,000,000			$	1,000				-			$	-				120,000				28,364,535			$	28,485			$	(6,817	)		$	(129,174	)		$	(106,506	)
Issuance of common shares for cash			-				-				-				-				-				48,245				48				54,952				-				55,000
Issuance of common shares for notes payable			-				-				-				-				-				238,935				239				260,242				-				260,481
Issuance of common shares to officer for compensation			-				-				-				-				60,000				300,000				360				488,757				-				489,117
Issuance of issuable common shares			-				-				-				-				(120,000	)			120,000				-				-				-				-
Derivative liability, net			-				-				-				-				-				-				-				38,673				-				38,673
Consolidation adjustment			-				-				-				-				-				-				-				(209,672	)			-				(209,672	)
Cancel preferred stock			(500,000	)			(500	)			-				-				-				-				-				500				-				-
Issuance of common shares to officer for conversion of debt			-				-				-				-				-				2,712,133				2,712				376,986				-				379,698
Issuance of common shares to related party for services			-				-				-				-				-				242,424				242				50,667				-				50,909
Issuance of common shares for services			-				-				-				-				-				625,000				625				281,875				-				282,500
Issuance of warrants for common stock			-				-				-				-				-				-				-				2,308,320				-				2,308,320
Net loss			-				-				-				-				-				-				-				-				(5,030,583	)			(5,030,583	)
Balance, June 30, 2016			500,000				500				-				-				60,000				32,651,272				32,711				3,644,483				(5,159,757	)			(1,482,063	)
Issuance of preferred stock to officer for compensation			-				-				150,000				150				-				-				-				725,250				-				725,400
Issuance of common shares for conversion of debt			-				-				-				-				-				208,512,076				208,513				1,160,237				-				1,368,750
Issuance of common shares to officer for accrued compensation			-				-				-				-				(60,000	)			12,846,400				12,786				55,930				-				68,716
Issuance of common shares to officer for accounts payable			-				-				-				-				-				6,618,400				6,618				9,928				-				16,546
Issuance of warrants for common stock			-				-				-				-				-				-				-				20,844				-				20,844
Debt discount			-				-				-				-				-				-				-				467,215				-				467,215
Derivative liability, net			-				-				-				-				-				-				-				(1,726,213	)			-				(1,726,213	)
Net income			-				-				-				-				-				-				-				-				332,875				332,875
Balance, June 30, 2017			500,000			$	500				150,000			$	150				-				260,628,148			$	260,628			$	4,357,674			$	(4,826,882	)		$	(207,930	)