| SIGNIFICANT ACCOUNTING POLICIES | NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES Fiscal
Year-End The
Company elected June 30 as its fiscal year-end date. Principles
of Consolidation The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries (1) Boring Brew LLC and (2) Bored
Coffee Lab, LLC. All significant intercompany transactions are eliminated. Use
of Estimates and Assumptions and Critical Accounting Estimates and Assumptions The
preparation of financial statements in conformity with GAAP 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 dates of the financial statements and the
reported amounts of revenues and expenses during the reporting periods. These
significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these
estimates or assumptions, and certain estimates or assumptions are difficult to measure or value. Management
bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the consolidated
financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. Management
regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes
in facts and circumstances, historical experience, and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates
are adjusted accordingly. Significant
matter requiring use of estimates and assumptions include, but may not be limited to, evaluation of impairment of digital assets, equipment,
identifiable intangible assets and goodwill, recognition and valuation of revenue, valuation allowance for deferred tax assets and fair
value used in business acquisitions.. Actual
results could differ from those estimates. Business
Acquisitions The
Company accounts for its business combinations using the acquisition method of accounting in accordance with ASC 805 “Business
Combinations.” The cost of an acquisition is measured at the aggregate of the acquisition date fair value of the assets transferred
to the sellers and liabilities incurred by the Company and equity instruments issued. Transaction costs directly attributable to the
acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values
as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition,
fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over
(ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the cost of acquisition is less than the
fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the consolidated income statements.
During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets
acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination
of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated
income statements. Cash
and cash equivalents Cash
and cash equivalents include cash and interest-bearing highly liquid investments held at consolidated financial institutions, cash on
hand that is not restricted as to withdrawal or use with an initial maturity of three months or less, and cash held in accounts at crypto
trading venues. At June 30, 2023, $ 17,086 0 250,000 Digital
Assets Digital
assets held by the Company are accounted for as intangible assets with indefinite useful lives, and are initially measured at cost. The
Company assigns costs to transactions on a first-in, first-out basis (FIFO). 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, which is measured using the quoted price of the digital assets at the time its
fair value is being measured. Tokens
are subject to impairment losses if the fair value of a token decreases below the carrying value at any time during the period. The fair
value is measured using the quoted price in the principal market of the tokens. The Company currently obtains the quoted price of tokens
from www.cryptocompare.com Liquidity
pool tokens and NFTs are subject to impairment losses if the fair value a token decreases below the carrying value at the end of each
quarterly accounting period. The fair value of liquidity pool tokens is based on the quoted price on the last day of the quarter at 4PM
Eastern Time. The fair value of NFTs is based on the average trading price on the last day of each quarter. Impairment
for liquidity pool tokens and NFTs is assessed quarterly due to each token being a unique asset and due to the illiquid markets in which
these tokens trade. The Company is continuously reviewing available markets and information and its methodology when determining the
fair value of digital assets. The
Company currently reviews quoted prices of its liquidity pool tokens, NFTs and comparable tokens at https://uniswap.org https://opensea.io The
sales of digital assets held are included within investing activities in the accompanying consolidated statements of cash flows and any
realized gains or losses from such sales are included in other income (expense) in the consolidated statements of operations. Identifiable
Intangible Assets Identifiable
intangible assets consist primarily of design and websites. These assets are tested for impairment using undiscounted cash flow methodology
annually and whenever there is an indicator of impairment. Estimating future cash flows requires significant judgment and projections
may vary from cash flows eventually realized. Several impairment indicators are beyond the Company’s control, and determining whether
or not they will occur cannot be predicted with any certainty. Design and websites are amortized on a straight-line basis over an estimated
life of three years. The
website development costs of the Company are accounted for in accordance with ASC 350-50, Website Development Costs. These costs are
included in intangible assets in the accompanying consolidated financial statements. Upgrades or enhancements that add functionality
are capitalized while other costs during the operating stage are expensed as incurred. The Company amortizes the capitalized website
development costs over an estimated useful life of three years. Goodwill Goodwill
represents the premium paid over the fair value of the net tangible and identifiable intangible assets acquired in the Company’s
business combinations. The Company performs a goodwill impairment test on at least an annual basis at the reporting unit level. Application
of the goodwill impairment test requires significant judgments, including estimation of future cash flows, which is dependent on internal
forecasts, estimation of the long-term rate of growth for the businesses, the useful life over which cash flows will occur and determination
of our weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair
value and/or conclusions on goodwill impairment for each reporting unit. The Company will conduct its annual goodwill impairment test
as of June 30 of each year or more frequently if indicators of impairment exist. The Company periodically analyzes whether any such indicators
of impairment exist. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators
may include a sustained significant decline in our stock price and market capitalization, a significant adverse change in legal factors
or in the business climate, unanticipated competition and/or slower expected growth rates, adverse actions or assessments by a regulator,
among others. The Company compares the fair value of its reporting unit to its respective carrying value, including related goodwill. A
goodwill impairment charge of $257,353 SCHEDULE
OF GOODWILL
Opening balance at June 30, 2022 $ 0
Purchase of goodwill 257,353
Impairment of goodwill (257,353 )
Closing balance at June 30, 2023 $ 0 Revenue
recognition The
Company recognizes revenue under the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Codification
(“ASC”) 606 , Revenue from Contracts with Customers
● Step
1: Identify the contract with the customer
● Step
2: Identify the performance obligations in the contract
● Step
3: Determine the transaction price
● Step
4: Allocate the transaction price to the performance obligations in the contract
● Step
5: Recognize revenue when the Company satisfies a performance obligation Revenue
is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration
the Company expects to be entitled to in exchange for those goods or services. The Company generates revenue through liquidity pools
and staking rewards. Liquidity
Pools Liquidity
pools are a collection of digital assets locked in a smart contract that provide liquidity to decentralized exchanges. Liquidity allows
digital assets to be converted to cash quickly and efficiently without drastic price swings. An important component of a liquidity pool
are automated market makers (“AMMs”). An AMM is a protocol that uses liquidity pools to allow digital assets to be traded
by a mathematical formula rather than though a traditional market of buyers and sellers. The
Company earns fees by providing liquidity on Uniswap V2 and Uniswap V3. The Company earns fees proportionate to the liquidity they have
supplied to the exchange. The fee for each trade is set at 0.05% for stable coins, 0.3% for most pairs and 1.0% for exotic pairs. The
fees earned by the Company depend on the risk characteristics of each pair of tokens selected and the price range liquidity is provided.
Uniswap V2 requires users to provide liquidity over the entire price curve, whereas Uniswap V3 provides users with liquidity over a price
range Revenue
is recognized from liquidity pools when the award is claimed and deposited in the Company wallet. The transaction consideration the Company
receives is noncash in the form of digital assets. Revenue is measured at the fair value of the digital asset awards received. Mining
Pools The
Company earns transaction fees with its crypto mining machines by validating requesting customers’ transactions to a distributing
ledger. We joined a mining pool and receive a pro-rata share of a bitcoin award for completing a blockchain. The
Company has entered into digital asset mining pools by executing an agreement with one mining pool operator The agreement is terminable
at any time by either party. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency
award the mining pool operator receives (less digital asset transaction fees to the mining pool operator which are immaterial and are
recorded as a deduction from revenue), for successfully adding a block to the blockchain. The Company’s fractional share is based
on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by
all mining pool participants in solving the current algorithm. Providing
computing power in digital asset transaction verification services is an output of the Company’s ordinary activities. The provision
of providing such computing power is the only performance obligation in the Company’s contracts with mining pool operators. The
transaction consideration the Company receives, if any, is noncash consideration, which the Company measures at fair value on the date
received, which is not materially different than the fair value at contract inception or the time the Company has earned the award from
the pools. The consideration is all variable. Because it is not probable that a significant reversal of cumulative revenue will not occur,
the consideration is constrained until the mining pool operator successfully places a block (by being the first to solve an algorithm)
and the Company receives confirmation of the consideration it will receive, at which time revenue is recognized. There is no significant
financing component in these transactions. Fair
value of the cryptocurrency award received is determined using the quoted price of the related cryptocurrency at the time of receipt. Staking
Rewards Staking
rewards are granted to holders of a crypto asset when the holders lock up that crypto asset as collateral to secure fairness when validating
transactions or other network actions. The
Company participates in networks with proof-of-stake consensus algorithms, through creating or validating blocks on the network. In exchange
for participating in the consensus mechanism of these networks, the Company earns rewards in the form of the native token of the network.
Each block creation or validation is a performance obligation. Revenue is recognized at the point when the block creation or validation
is complete and the rewards are transferred into a digital wallet that the Company controls. Revenue is measured based on the number
of tokens received and the fair value of the token at contract inception. Airdrops
Airdrops
are the distribution of tokens without compensation generally undertaken with a view of increasing awareness of a new token, to encourage
adoption of a new token and to increase liquidity in the early stages of a token project. The
Company recognizes crypto assets received through an airdrop if the crypto asset is expected to generate a probable future benefit and
if the Company is able to support the trading, custody, or withdrawal of these assets. Airdrops
are accounted for in accordance with ASC 610-20 , Sales and Transfer of Nonfinancial Assets, Equipment Equipment
is stated at cost, less accumulated depreciation and amortization. Expenditures for maintenance and repairs are charged to expense when
incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The
costs of assets sold, retired, or otherwise disposed of, and the related allowance for depreciation, are eliminated from the accounts,
and any resulting gain or loss is recognized in the results from operations. Depreciation is provided over the estimated useful lives
of the assets, which are as follows: SCHEDULE
OF ESTIMATED USEFUL LIVES OF ASSETS
Mining equipment Straight-line over 36 Convertible
Financial Instruments The
Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments
if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative
instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument
that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable
generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument
with the same terms as the embedded derivative instrument would be considered a derivative instrument. An exception to this rule is when
the host instrument is deemed to be conventional, as that term is described under applicable GAAP. When
the Company has determined that the embedded conversion options should not be bifurcated from their host instruments, discounts are recorded
for the intrinsic value of conversion options embedded in the instruments based upon the differences between the fair value of the underlying
common stock at the commitment date of the transaction and the effective conversion price embedded in the instrument. Beneficial
conversion feature Related
Parties The
Company follows subtopic 850-10 of the ASC for the identification of related parties and disclosure of related party transactions. The
consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: (a) the nature of the
relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed,
for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of
the effects of the transactions on the consolidated financial statements; (c) the dollar amounts of transactions for each of the periods
for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the
preceding period; and, (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise
apparent, the terms and manner of settlement. Commitments
and Contingencies The
Company follows ASC 450-20 to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial
statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur
or fail to occur. Management assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In
assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result
in such proceedings, management evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived
merits of the amount of relief sought or expected to be sought therein. If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment
indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be
disclosed. Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Deferred
Tax Assets and Income Taxes Provision The
Company follows the provisions of ASC 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to
be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC 740-10-25-13, the Company may recognize
the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements
from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate
settlement. ASC 740-10-25-13 also provides guidance on de-recognition, classification, interest, and penalties on income taxes, accounting
in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income
tax benefits. The
estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying
balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred
tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. Management
makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates
of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions.
In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction
varies from estimates, additional allowances or reversals of reserves may be necessary. Tax
years that remain subject to examination by major tax jurisdictions are generally the prior three years for federal purposes, and the
prior four years for state purposes; however, as a result of the Company’s operating losses, all tax years remain subject to examination
by tax authorities Net
Income (Loss) Per Common Share The
Company computes net income or loss per share in accordance with ASC 260 Earnings Per Share. Under the provisions of ASC 260, basic net
loss per share is computed by dividing the net loss available to common stockholders for the period by the weighted average number of
shares of common stock outstanding during the period. The calculation of diluted net loss per share gives effect to common stock equivalents;
however, on June 30, 2023 and 2022, we excluded the common stock issuable upon conversion of warrants to 6,620,000 6,600,000 Fair
Value of Financial Instruments The
Company follows paragraph 825-10-50-10 of ASC for disclosures about fair value of its financial instruments and has adopted paragraph
820-10-35-37 of ASC (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37
establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. To increase consistency
and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The three levels of fair value hierarchy
defined by Paragraph 820-10-35-37 are described below:
Level
1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level
2: Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable
as of the reporting date.
Level
3: Pricing inputs that are generally unobservable inputs and not corroborated by market data. Financial
assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar
techniques and at least one significant model assumption or input is unobservable. The
fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and
the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than
one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of
the instrument. Transactions
involving related parties cannot be presumed to be carried out on an arms-length basis, as the requisite conditions of competitive, free-market
dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions
were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. Recently
Issued Accounting Pronouncements In
August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt— Debt with Conversion and Other Options
(Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Other
recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public
Accountants, and the SEC did not or are not believed by management to have a material impact on the Company’s present or future
consolidated financial statements. |
