MedWellAI, Inc 10-Q for FY2024 Q1

MedWellAI, Inc. (MWAI)

10-Q 2023-11-14 For: 2023-09-30

Added on April 06, 2026

About this 10-Q

MedWellAI, Inc filed this 10-Q on November 14, 2023, covering the quarter ended September 30, 2023 (FY2024 Q1).

Headline figures

Quarter ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $1.06M; up 90.7% from $555.37K a year earlier
Net loss: $9.04M; compared with a net loss of $786.38K a year earlier

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☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

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

For the transition period from __________ to __________

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

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

		Page
PART I: FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	10
Item 4.	Controls and Procedures	10

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	12
Item 1A.	Risk Factors	12
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	12
Item 3.	Defaults upon Senior Securities	12
Item 4.	Mine Safety Disclosures	12
Item 5.	Other Information	12
Item 6.	Exhibits	13

SIGNATURES		14

		Page

Balance Sheets as of September 30, 2023 (unaudited) and June 30, 2023		F-2

Statements of Operations for the Three Months Ended September 30, 2023 and 2022 (unaudited)		F-3

Statement of Stockholders’ Equity (Deficit) for the Three Months Ended September 30, 2023 and 2022 (unaudited)		F-4

Statements of Cash Flows for Three Months Ended September 30, 2023 and 2022 (unaudited)		F-5

Notes to Financial Statements (unaudited)		F-6

INTEGRATED VENTURES, INC.
BALANCE SHEETS

	September 30,			June 30,
	2023			2023
	(Unaudited)

ASSETS
Current assets:
Cash	$	57,672		$	257,998
Prepaid expenses and other current assets		10,930			7,165
Total current assets		68,602			265,163

Non-current assets:
Property and equipment, net of accumulated depreciation and amortization of $4,341,766 and $3,608,202 as of September 30, 2023 and June 30 2023, respectively		4,603,020			5,299,834
Digital currencies		477,930			447,425
Deposits		578,147			578,147
Total non-current assets		5,659,097			6,325,406

Total assets	$	5,727,699		$	6,590,569

LIABILITIES, MEZZANINE AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	338,236		$	293,711
Accrued preferred stock dividends		1,853,007			1,645,210
Accrued expenses		144,243			121,243
Due to related party		220,070			415,288
Notes payable in default, net of debt discount		500,000			500,000
Total current liabilities		3,055,556			2,975,452

Mezzanine:
Series C preferred stock, $0.01 par value, (3,000 shares authorized, 1,125 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively.		1,125,000			1,125,000
Series D preferred stock, $0.01 par value, (4,000 shares authorized, 3,000 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively.		3,000,000			3,000,000

Commitments and contingencies		-			-

Stockholders' equity:
Series A preferred stock, $0.001 par value, (1,000,000 shares authorized, 500,000 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively)		500			500
Series B preferred stock, $0.001 par value, (1,000,000 shares authorized, 138,645 and 100,000 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively)		139			100
Common stock, $0.001 par value; 750,000,000 shares authorized; 3,999,992 and 2,864,492 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively		4,000			2,864
Additional paid in capital		80,887,345			72,588,520
Accumulated deficit		(82,344,841	)		(73,101,867	)
Total stockholders' equity		(1,452,857	)		(509,883	)

Total liabilities, mezzanine and stockholders' equity	$	5,727,699		$	6,590,569

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

INTEGRATED VENTURES, INC.
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended			Three Months Ended
	September 30, 2023			September 30, 2022

Revenue:
Cryptocurrency mining	$	1,059,064		$	555,365

Cost of revenues		1,573,374			768,892

Gross profit (loss)		(514,310	)		(213,527	)

Operating expenses:
General and administrative		8,477,382			393,273
Total operating expenses		8,477,382			393,273

Income (loss) from operations		(8,991,692	)		(606,800	)

Other income (expense):
Interest expense		(23,030	)		(108,852	)
Realized gain (loss) on sale of digital currencies		(20,455	)		(24,015	)
Loss on settlement		-			(46,715	)
Total other income (expense)		(43,485	)		(179,582	)

Income (loss) before income taxes		(9,035,177	)		(786,382	)
Provision for income taxes		-			-

Net income (loss)	$	(9,035,177	)	$	(786,382	)

Dividends on Preferred Stock		(207,797	)		(153,255	)

Deemed dividend		-			(162,037	)

Net income (loss) attributable to shareholders	$	(9,242,974	)	$	(1,101,674	)

Net income (loss) per common share attributable to shareholders, basic and diluted	$	(2.79	)	$	(0.61	)

Weighted average number of common shares outstanding, basic and diluted	$	3,308,818		$	1,795,295

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

INTEGRATED VENTURES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(Unaudited)

	Series C				Series D				Series A				Series B										Additional
	Preferred Stock				Preferred Stock				Preferred Stock				Preferred Stock						Common Stock				Paid in			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance, June 30, 2022		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		902,633		$	903			1,657,973	$	1,658	$	56,781,410		$	(46,192,164	)	$	10,592,307
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(190,000	)		(190	)		152,000		152		38			-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		207,450			-			207,500
Issuance of common shares for exercise of warrants		-		-		-		-		-		-		-			-			164,061		164		(164	)		-			-
Deemed dividend for warrant modification		-		-		-		-		-		-		-			-			-		-		162,037			(162,037	)		-
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			(153,255	)		(153,255	)
Net income (loss)		-		-		-		-		-		-		-			-			-		-		-			(786,382	)		(786,382	)
Balance, September 30, 2022		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		762,633		$	763			1,974,034	$	1,974	$	57,150,771		$	(47,293,838	)	$	9,860,170

Balance, June 30, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		100,000		$	100			2,864,492	$	2,864	$	72,588,520		$	(73,101,867	)	$	(509,883	)
Issuance of common stock for conversion of Series B preferred stock		-		-		-		-		-		-		(11,355	)		(11	)		1,135,500		1,136		(1,125	)		-			-
Issuance of Series B preferred stock for related party compensation		-		-		-		-		-		-		50,000			50			-		-		8,299,950			-			8,300,000
Preferred stock dividends		-		-		-		-		-		-		-			-			-		-		-			(207,797	)		(207,797	)
Net income (loss)		-		-		-		-		-		-		-			-			-		-		-			(9,035,177	)		(9,035,177	)
Balance, September 30, 2023		1,125	$	1,125,000		3,000	$	3,000,000		500,000	$	500		138,645		$	139			3,999,992	$	4,000	$	80,887,345		$	(82,344,841	)	$	(1,452,857	)

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

INTEGRATED VENTURES, INC.
STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended			Three Month Ended
	September 30, 2023			September 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(9,035,177	)	$	(786,382	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		733,564			432,205
Stock-based compensation - related party		8,300,000			207,500
Loss on disposition of property and equipment		-			46,715
Amortization of debt discount		-			52,964
Realized loss (gain) on sale of digital currencies		20,455			24,015
Changes in operating assets and liabilities:
Digital currencies		(1,057,886	)		(557,198	)
Prepaid expenses and other current assets		(3,765	)		(7,620	)
Deposits		-			(500,000	)
Accounts payable		44,525			31,153
Accrued expenses		23,000			55,888
Due to related party		40,997			107,797
Net cash provided by (used in) operating activities		(934,287	)		(892,963	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment deposits		-			(32,514	)
Net proceeds from the sale of digital currencies		780,991			626,746
Purchase of digital currencies		-			(50,461	)
Net cash provided by (used in) investing activities		780,991			543,771

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

Net increase (decrease) in cash		(200,326	)		(349,192	)
Cash, cash equivalents, and restricted cash - beginning of period		257,998			490,280
Cash, cash equivalents, and restricted cash - end of period	$	57,672		$	141,088

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Equipment deposits transferred to property and equipment	$	-		$	2,387,681
Accrued preferred stock dividends	$	207,797		$	153,255
Conversion of Series B preferred stock for common stock	$	1,136		$	152
Purchase of property and equipment with digital currencies	$	36,750		$	-
Payment of amounts due to related party with digital currencies	$	189,185		$	-
Issuance of common shares for exercise of warrants	$	-		$	164
Deemed dividend for warrant modification	$	-		$	162,037

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

	September 30, 2023			June 30, 2023

Cryptocurrency mining equipment	$	8,704,775		$	8,668,025
Furniture and equipment		240,011			240,011

Total		8,944,786			8,908,036
Less accumulated depreciation and amortization		(4,341,766	)		(3,608,202	)

Net	$	4,603,020		$	5,299,834

	2023			2022

Interest expense	$	(23,030	)	$	(108,852	)
Realized gain (loss) on sale of digital currencies		(20,455	)		(24,015	)
Loss on disposition of property and equipment					(46,715	)

Total other income (expense)	$	(43,485	)	$	(179,582	)

	1.	As of September 30, 2023, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

	2.	As of September 30, 2023, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

	3.	As of September 30, 2023, we did not establish a written policy for the approval, identification and authorization of related party transactions. Accordingly, management has determined that this control deficiency constitutes a material weakness.

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema *

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase *

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase *

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase *

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase *

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

	INTEGRATED VENTURES, INC.

Dated: November 14, 2023	By:	/s/ Steve Rubakh
		President and Chief Executive Officer and Principal Financial Officer

1.	I have reviewed this Quarterly Report on Form 10-Q for the period ended on September 30, 2023 of Integrated Ventures, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: November 14, 2023	By:	/s/ Steve Rubakh
		Steve Rubakh
		Chief Executive Officer
		Principal Executive Officer Principal Financial Officer

	(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.