INTEGRATED VENTURES, INC. (Form: 10-Q, Received: 05/15/2018 09:07:45)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2018

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

For the transition period from __________ to __________

Commission file number: 333-174759

INTEGRATED VENTURES, INC.

(formerly EMS Find, Inc.)

(Exact Name of Registrant as Specified in Its charter)

Nevada

82-1725385

(State or Other Jurisdiction of Incorporation or

Organization)

(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

(215) 613-1111

(Registrant’s Telephone Number, Including Area Code)

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ¨

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

The number of shares outstanding of the issuer’s common stock, $0.001 par value per share, was 8,964,103 as of May 15, 2018.

INTEGRATED VENTURES, INC.

(FORMERLY EMS FIND, INC.)

FORM 10-Q

MARCH 31, 2018

TABLE OF CONTENTS

PART I: FINANCIAL INFORMATION		Page No.

Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	30
Item 4.	Controls and Procedures	30

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32

SIGNATURES		33

PART I – FINANCIAL INFORMATION

TABLE OF CONTENTS

Index to Financial Statements				Page

Condensed Balance Sheets as of March 31, 2018 (unaudited) and June 30, 2017				4

Condensed Statements of Operations for the Three Months and Nine Months Ended March 31, 2018 and 2017 (unaudited)				5

Condensed Statements of Cash Flows for the Nine Months Ended March 31, 2018 and 2017 (unaudited)				6

Notes to Condensed Financial Statements (unaudited)				8

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Balance Sheets

	March 31, 2018			June 30, 2017
	(Unaudited)
ASSETS
Current assets:
Cash	$	151,951		$	15,691
Digital currencies		2			-
Prepaid expenses and other current assets		17,083			7,500
Inventories		556,050			-
Equipment deposits		46,417			-
Marketable securities		1,720			253,998
Note receivable		-			16,872
Accrued interest receivable		-			1,519
Total current assets		773,223			295,580

Non-current assets:
Property and equipment, net		362,715			-
Deposits		3,200			700
Total assets	$	1,139,138		$	296,280

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	21,258		$	27,417
Accrued expenses		29,349			57,032
Deferred revenue		2,524			-
Note payable		125,000			125,000
Due to related party		826			20,216
Convertible notes payable, net of discounts		-			47,814
Derivative liabilities		-			226,731
Total current liabilities		178,957			504,210
Total liabilities		178,957			504,210

Commitments and contingencies

Stockholders’ equity (deficit):
Series A preferred stock, $0.001 par value, (20,000,000 shares authorized,
500,000 shares issued and outstanding)		500			500
Series B preferred stock, $0.001 par value, (500,000 shares authorized,
232,500 and 150,000 shares issued and outstanding as of
March 31, 2018 and June 30, 2017, respectively)		233			150
Common stock, $0.001 par value, (2,000,000,000 shares authorized,
8,388,337 and 5,212,564 shares issued and outstanding as of
March 31, 2018 and June 30, 2017, respectively)		8,964			5,213
Additional paid-in capital		6,302,013			4,613,089
Stock subscriptions payable		35,000			-
Accumulated deficit		(5,386,529	)		(4,826,882	)
Total stockholders’ equity (deficit)		960,181			(207,930	)
Total liabilities and stockholders’ equity (deficit)	$	1,139,138		$	296,280

See notes to condensed financial statements

4

Table of Contents

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Operations
(Unaudited)

	Three Months Ended March 31,						Nine Months Ended March 31,
	2018			2017			2018			2017

Revenues:
Crypto-currency mining	$	77,500		$	-		$	136,998		$	-
Sales of crypto-currency mining equipment		60,046			-			105,636			-
Total revenues		137,546			-			242,634			-

Cost of revenues		91,734			-			138,552			-

Gross margin		45,812			-			104,082			-

Operating expenses:
General and administrative		102,017			103,754			736,141			956,104

Total operating expenses		102,017			103,754			736,141			956,104

Loss from operations		(56,205	)		(103,754	)		(632,059	)		(956,104	)

Other income (expense):
Interest and other income		3			-			1,405			-
Realized gain (loss) on sale of investments		(32,198	)		-			331,060			-
Interest expense		(9,913	)		(166,929	)		(130,232	)		(384,261	)
Change in fair value of derivative liabilities		1,223			929,850			202,420			2,087,579
Gain (loss) on extinguishment of debt		-			(344,935	)		(268,476	)		(694,419	)
Loss on settlement of warrants		-			-			(63,765	)		-

Total other income (expense)		(40,885	)		417,986			72,412			1,008,899

Income (loss) before income taxes		(97,090	)		314,232			(559,647	)		52,795

Provision for income taxes		-			-			-			-

Net income (loss)	$	(97,090	)	$	314,232		$	(559,647	)	$	52,795

Net income (loss) per common share, basic and diluted	$	(0.01	)	$	0.00		$	(0.07	)	$	0.00

Weighted average number of common shares outstanding:
Basic		8,858,733			1,437,683			8,088,209			958,231
Diluted		8,858,733			3,913,254			8,088,209			3,433,802

See notes to condensed financial statements

5

Table of Contents

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Cash Flows
(Unaudited)

	Nine Months Ended March 31,
	2018			2017
Cash flows from operating activities:
Net income (loss)	$	(559,647	)	$	52,795
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		17,429			-
Stock-based compensation		409,000			721,810
Amortization of debt discount		87,232			301,618
Amortization of original issue discount		1,347			24,969
Change in fair value of derivative liability		(202,420	)		(2,087,579	)
Loss on extinguishment of debt		268,476			694,419
Financing fees related to notes payable		32,858			40,993
Realized (gain) loss on sale of investments		(331,020	)		-
Loss on settlement of warrants		63,765			-
Changes in assets and liabilities:
Digital currencies		(145,663	)		-
Accounts receivable		15,000			-
Prepaid expenses and other current assets		(9,583	)		-
Inventories		(556,050	)		-
Equipment deposits		(46,417	)		-
Accrued interest receivable		(98	)		-
Deposits		(2,500	)		-
Accounts payable		(2,900	)		32,769
Accrued expenses		(825	)		9,626
Deferred revenue		2,524			-
Due to related party		(19,390	)		42,782
Checks written in excess of cash balance		-			(11,695	)
Net cash used in operating activities		(978,882	)		(177,493	)

Cash flows from investing activities:
Net proceeds from the sale of investments		674,817			-
Purchase of investments		(9,651	)		-
Increase in notes receivable		(49,880	)		-
Purchase of property and equipment		(380,144	)		-
Net cash provided by investing activities		235,142			-

Cash flows from financing activities:
Proceeds from convertible notes payable		-			206,600
Proceeds from sale of common stock		720,000			-
Proceeds from sale of preferred stock		125,000			-
Proceeds from stock subscriptions payable		35,000			-
Net cash provided by financing activities		880,000			206,600

Net increase in cash		136,260			29,107
Cash, beginning of period		15,691			1,975

Cash, end of period	$	151,951		$	31,082

(Continued)

See notes to condensed financial statements

6

Table of Contents

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Condensed Statements of Cash Flows (Continued)
(Unaudited)

	Nine Months Ended March 31,
	2018			2017

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

Non-cash investing and financing activities:
Common shares issued for convertible notes payable	$	423,133		$	808,452
Common shares issued for due to related party		15,625			68,716
Common shares issued for accounts payble		-			16,546
Common shares issued for cashless exercise of options		188			-
Debt discount for derivative liability		47,617			1,458,270
Accrued interest for notes payable		1,116			462
Marketable securities for conversion of notes receivable		66,850			-
Marketable securities exchanged for note payable		(37,074	)		-
Marketable securities exchanged for accrued expenses		(1,370	)		-
Marketable securities exchanged for derivative liabilities		(78,718	)		-
Marketable securities exchanged for accounts receivable		(15,000	)		-
Note payable issued in settlement of warrants		25,000			-
Derivative liabilities extinguished in settlement of warrants		67,064			-

See notes to condensed financial statements

7

Table of Contents

Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

Organization

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

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

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

On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s common shares, which through approval of FINRA was effective September 21, 2017. The reverse split has been given retroactive effect in the condensed financial statements for all periods presented.

Basis of Presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles ("US GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. The results of operations for the interim periods ended March 31, 2018 shown in this report are not necessarily indicative of results to be expected for the full fiscal year ending June 30, 2018. In the opinion of the Company's management, the information contained herein reflects all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the Company's results of operations, financial position and cash flows. The unaudited interim financial statements should be read in conjunction with the audited financial statements in the Company's Annual Report on Form 10-K for the year ended June 30, 2017 filed on September 14, 2017 and Management's Discussion and Analysis of Financial Condition and Results of Operations.

8

Table of Contents

Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Use of Estimates

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

Digital Currencies

Digital currencies, generally received as compensation for crypto-currency mining services, are stated at fair value based on quoted market prices. The digital currencies are revalued at every reporting period with changes in the fair value during the period recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of digital currencies are included in other income (expense) in the statements of operations.

Inventories

Inventories at March 31, 2018 consist of crypto-currency mining units held for sale or deployment in mining operatons, and are stated at the lower of cost or estimated realizable value. Payments to equipment suppliers prior to shipment of the equipment are recorded as equipment deposits.

Marketable Securities

Marketable securities included in current assets in the balance sheet, are classified as trading securities, and reported at fair value based on quoted market prices. Changes in the fair value of the investments during the period are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations.

Property and Equipment

Property and equipment, consisting primarily of computer and other crypto-currency mining equipment, is stated at cost and is depreciated when placed into service using the straight-line method over a five-year estimated service life. 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.

Accounting for 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.

We estimate the fair value of the derivatives associated with our convertible notes payable and warrants using the Black-Scholes pricing model and multinomial lattice models that value the derivative liability based on a probability weighted discounted cash flow model using future projections of the various potential outcomes. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material. As of March 31, 2018, the Company had no convertible notes outstanding and no related derivative liabilities.

9

Table of Contents

Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

Stock-Based Compensation

The Company accounts for all equity based payments in accordance with ASC Topic 718, “Compensation – Stock Compensation.” ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of stock awards, stock options, warrants and other equity based compensation issued to employees. The value of the portion of an award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line attribution method. The fair value of a stock award is recorded at the fair market value of a share of the Company’s stock on the grant date. The Company estimates the fair value of stock options and warrants at the grant date by using an appropriate fair value model such as the Black-Scholes option pricing model or multinomial lattice models.

Revenue Recognition

Our revenues currently consist of crypto currency mining revenues and revenues from the sale of crypto-currency mining equipment.Revenue is recognized when: (i) persuasive evidence of a sales arrangement exists, (ii) the sales terms are fixed or determinable, (iii) title and risk of loss have transferred, and (iv) collectability is reasonably assured — generally when products are shipped to the customer and services are rendered. Amounts collected from customers prior to shipment of products are recorded as deferred revenue.

The Company earns its crypto-currency mining revenues by providing transaction verification services within the digital currency networks of crypto-currencies, such as Bitcoin, Litecoin and Ethereum. In consideration for these services, the Company receives digital currency Coins. The Coins are recorded as revenue, using the spot price of the currencies on the date of receipt. Expenses associated with running the crypto-currency mining operations, such as equipment depreciation, rent, operating supplies, rent, utilities and monitoring services are recorded as cost of revenues.

Income (Loss) Per Share

Basic net income or loss per share is calculated by dividing net income or loss by the weighted average number of common shares outstanding for the period. Diluted income or loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as “in-the-money” stock options and warrants, convertible debt and convertible preferred stock, were exercised or converted into common stock. Equivalent shares are not utilized when the effect is anti-dilutive.

The common shares used in the computation of basic and diluted net income (loss) per share are reconciled as follows:

	Three Months Ended March 31,				Nine Months Ended March 31,
	2018		2017		2018		2017

Weighted average number of shares outstanding – basic		8,858,733		1,437,683		8,088,209		958,231
Dilutive effect of convertible debt		-		2,475,571		-		2,475,571

Weighted average number of shares outstanding – diluted		8,858,733		3,913,254		8,088,209		3,433,802

As of March 31, 2018, common stock equivalent shares which may dilute future earnings per share include 348,375 common shares issuable upon exercise of warrants, and 23,250,000 common shares issuable upon conversion of Series B Preferred Stock. For all periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share; therefore, basic net loss per share is the same as diluted net loss per share.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

Fair Value of Financial Instruments

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

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

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

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

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

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

	Total		Level 1		Level 2		Level 3
March 31, 2018:
Digital currencies	$	2	$	2
Marketable securities		1,720		1,720	$	-	$	-

Total assets measured at fair value	$	1,722	$	1,722	$	-	$	-

June 30, 2017:
Marketable securities	$	253,998	$	253,998	$	-	$	-

Total assets measured at fair value	$	253,998	$	253,998	$	-	$	-

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

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

	Total		Level 1		Level 2		Level 3
March 31, 2018:
Derivative liabilities	$	-	$	-	$	-	$	-

Total liabilities measured at fair value	$	-	$	-	$	-	$	-

June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731

Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731

During the nine months ended March 31, 2018, the Company had the following activity in its derivative liabilities:

	Convertible Notes			Warrants			Total

Derivative liabilities at June 30, 2017	$	226,731		$	-		$	226,731
Addition to liability for new debt issued		47,617			-			47,617
Decrease due to conversions of debt		(43,629	)		-			(43,629	)
Decrease due to exchange of warrants		-			(28,299	)		(28,299	)
Change in fair value		(230,719	)		28,299			(202,420	)

Derivative liabilities at March 31, 2018	$	-		$	-		$	-

Recently Issued Accounting Pronouncements

In July 2017, the FASB issued Accounting Standards Update ("ASU") 2017-11, "Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope Exception." Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigating Topic 480, "Distinguishing Liabilities from Equity," because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemable non-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company is currently unable to determine the impact on its consolidated financial statements of the adoption of this new accounting pronouncement.

Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, the Company does not believe any of these accounting pronouncements has had or will have a material impact on its financial position or results of operations.

Reclassifications

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

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

3. GOING CONCERN

The Company has reported recurring net losses since its inception and used net cash in operating activities of $978,882 in the nine months ended March 31, 2018. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to reach a successful level of operations is dependent on the execution of management's plans, which include the raising of capital through the debt and/or equity markets, until such time that funds provided by operations are sufficient to fund working capital requirements. If the Company were not to continue as a going concern, it would likely not be able to realize its assets at values comparable to the carrying value or the fair value estimates reflected in the balances set out in the preparation of the financial statements.

There can be no assurances that the Company will be successful in attaining a profitable level of operations or in generating additional cash from the equity/debt markets or other sources fund its operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Should the Company not be successful in its business plan or in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

4. NOTE RECEIVABLE AND MARKETABLE SECURITIES

On April 6, 2016, the Company completed the sale of its subsidiary, 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% (15% default rate) promissory note in the principal amount of $100,000, due December 31, 2016 (the “Viva Note”). The Company gave no effect to the Viva Note in its 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.

On February 27, 2017, the Viva Note was in default and no repayments to the Company had been made. On that date, the parties entered into an addendum to the Viva Note, establishing the principal amount at $100,000 and accrued interest at $6,000. Terms of the Viva Note were also amended to allow the Company to convert the unpaid principal and interest into common shares of Viva Entertainment using a Variable Conversion Price equal to 50% of the lowest one day Trading Price for the Viva Entertainment common stock during the twenty Trading Day period ending on the last complete Trading Day prior to the Conversion Date. Effective February 27, 2017, the Company recognized a gain of $106,000 on the April 6, 2016 sale of its investment in Viva Entertainment and recorded a note receivable of $100,000 and accrued interest receivable of $3,000.

On April 4, 2017, the Company and Global Opportunity Group LLC (“Global”), a lender, entered into a Purchase, Exchange and Escrow Agreement whereby the Company assigned $50,000 principal and $3,000 accrued interest of the Viva Note to Global in extinguishment of a convertible promissory note payable to Global dated March 28, 2017 with a principal balance of $18,150 and accrued interest payable of $35. The Company recognized a gain on extinguishment of debt of $34,815.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

These common shares of Viva Entertainment were initially recorded at their cost basis, as determined by the principal balance of the Viva Note and accrued interest converted, and are classified as trading securities in the Company’s financial statements, and subsequently reported at fair value based on quoted market prices. Changes in the fair value of the marketable securities are recorded as unrealized gains or losses in other income (expense) in the statements of operations. Realized gains on the sale of marketable securities are included in other income (expense) in the statements of operations.

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 payable into a total of 173,809,000 common shares of Viva Entertainment. As of June 30, 2017, the Viva Note had a principal balance of $16,872 and accrued interest of $1,519 outstanding. 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.

On July 20, 2017, the Company converted $16,850 principal of the Viva Note into a total of 84,250,000 common shares of Viva Entertainment.

During July 2017, the Company sold a total of 170,250,000 common shares of Viva Entertainment, with net proceeds of $551,800, and recorded a realized gain on sale of marketable securities of $281,223 for the three months ended September 30, 2017.

In July and August 2017, the Company advanced a total of $49,880 cash to Viva Entertainment pursuant to a new convertible note receivable dated July 5, 2017 (the “July 2017 Viva Note”). On August 1, 2017, the Company converted the remaining principal balance of the Viva Note of $22, the principal balance of the July 2017 Viva Note of $49,880 and accrued interest receivable of $98, for a total of $50,000, into 55,555,555 common shares of Viva Entertainment.

On December 31, 2017, the Company and Global entered into a Purchase and Escrow Agreement whereby the Company sold 55,555,555 common shares of Viva to Global for the following consideration:

Extinguishment of debt to Global:
Convertible note payable dated December 30, 2017	$	25,000
Convertible note payable dated July 31, 2017		12,074
Accrued interest payable		1,370
Accounts receivable		15,000

Total	$	53,444

Derivative liabilities of $78,718 related to the convertible notes payable were also extinguished The Company recognized a realized gain on sale of investments of $82,162 in the transaction.

The accounts receivable of $15,000 was collected in January 2018.

At March 31, 2018, marketable securities consisted of funds held in a brokerage account of $1,720.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

5. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at March 31, 2018:

Crypto-currency mining equipment	$	306,921
Furniture and equipment		12,250
Leasehold improvements		60,973

Total		380,144
Less accumulated depreciation		(17,429	)

Net	$	362,715

6. RELATED PARTY TRANSACTIONS

On July 29, 2017, the Board of Directors of the Company established annual compensation for Steve Rubakh of $125,000 per year, effective July 1, 2017. In addition, Steve Rubakh receives shares of Series B Preferred Stock on a quarterly basis when authorized by the Board of Directors of the Company. For the three months ended March 31, 2018, the Board of Directors did not authorize the issuance of any shares of Series B preferred stock. For the nine months ended March 31, 2018, the Company authorized the issuance of a total of 70,000 shares of Series B preferred stock, and total stock-based compensation valued at $409,000 was recorded.

On March 18, 2018, the Board of Directors of the Company modified the annual compensation for Steve Rubakh, effective April 1, 2018 to include annual salary of $150,000 per year and the issuance on a quarterly basis of 5,000 shares of Series B preferred stock.

On August 31, 2017, Steve Rubakh converted accrued compensation of $15,625 into 347,222 common shares of the Company.

As of March 31, 2018 and June 30, 2017, amounts due to related party totaled $826 and $20,216, respectively.

7. NOTES PAYABLE

Notes payable, all classified as current, consist of the following:

March 31, 2018									June 30, 2017
					Original									Original
			Debt		Issue						Debt			Issue
	Principal		Discount		Discount		Net		Principal		Discount			Discount			Net

Note Payable
LG Capital Funding, LLC	$	125,000	$	-	$	-	$	125,000	$	125,000	$	-		$	-		$	125,000

Convertible Notes Payable
Global Opportunity Group, LLC	$	-	$	-	$	-	$	-	$	-	$	-		$	-		$	-
A1 Solar Corp.		-		-				-		-		-			-			-
River North Equity, LLC		-		-		-		-		4,660		-			-			4,660
Global Opportunity Group, LLC		-		-		-		-		18,700		(2,878	)		(722	)		15,100
EMA Financial, LLC		-		-		-		-		8,916		(2,394	)		-			6,522
GPL Ventures, LLC		-		-		-		-		10,000		(613	)		-			9,387
Global Opportunity Group, LLC		-		-		-		-		10,000		(6,247	)		(625	)		3,128
Howard Schraub		-		-		-		-		16,500		(12,250	)		-			4,250
Howard Schraub		-		-		-		-		20,000		(15,233	)		-			4,767

Total	$	-	$	-	$	-	$	-	$	88,776	$	(39,615	)	$	(1,347	)	$	47,814

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

Note Payable

On October 22, 2015, the Company entered into a Securities Purchase Agreement ("Purchase Agreement"), dated as of October 22, 2015, with LG Capital Funding, LLC ("LG"), pursuant to which the Company sold LG a convertible note in the principal amount of $125,000 (the first of four such Convertible Notes each in the principal amount of $125,000 provided for under the Purchase Agreement), bearing interest at the rate of 8% per annum (the "Convertible Note"). Each of the Convertible Notes issuable under the Purchase Agreement provides for a 15% original issue discount ("OID"), such that the purchase price for each Convertible Note is $106,250, and at each closing LG is entitled to be paid $6,000 for legal and other expenses. The Convertible Note provides LG the right to convert the outstanding balance, including accrued and unpaid interest, of such Convertible Note into shares of the Company's common stock at a price ("Conversion Price") for each share of common stock equal to 80% of the lowest trading price of the common stock as reported on the National Quotations Bureau for the OTCQB exchange on which the Company's shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent. The Convertible Note was payable, along with interest thereon, on October 22, 2016 and was in default. The convertible note had an OID of 15%, which was recorded at $18,750 and which has been fully amortized. The Company recorded a debt discount of $44,643, which has also been fully amortized.

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 a result of the judgment, the conversion feature of the note was eliminated and therefore, the associated derivative liability was extinguished. As of March 31, the debt has been recorded as a note payable of $125,000, a current liability in the balance sheet, and $28,553 of interest has been accrued.

On May 4, 2018, the Company and LG Capital entered into a settlement regarding the note payable and the judgment – see Note 11.

Convertible Notes Payable

On July 25, 2016, the Company entered into an equity purchase agreement with River North Equity, LLC (“River North”) for up to $2,000,000. On July 25, 2016, the Company entered into a convertible promissory note with River North for $33,333. The convertible promissory note had a maturity date of March 29, 2017 and bears interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $4,000 for River North’s legal fees, and a debt discount of $33,333. The conversion price is the lower of 65% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On February 1, 2017, River North converted $2,036 principal and $1,744 accrued interest into 52,878 common shares of the Company. On April 20, 2017, the Company and River North entered into a Settlement Agreement & Mutual Release with respect to this note, resulting in penalties of $17,955 added to the note principal to bring the principal balance to $49,252 and requiring a principal payment of $30,000, which payment was financed by the issuance of a new convertible promissory to Global. On June 2, 2017, River North converted $14,592 principal into 172,685 common shares of the Company, resulting in a principal balance of $4,660 as of June 30, 2017. As of June 30, 2017, the OID and the debt discount had been fully amortized and there was accrued interest payable of $1,236. The Company recorded a derivative liability of $12,535 as of June 30, 2017. On July 5, 2017, River North converted the remaining principal of $4,660 into 183,068 common shares of the Company and the accrued interest payable balance of $1,236 was written off. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

On October 6, 2016, the Company entered into a convertible promissory note with EMA for $33,000. The note matures on October 6, 2017 and bears interest at 12%. A debt discount of $33,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. Pursuant to multiple conversions in May and June 2017, EMA converted principal of $24,084 into 976,000 shares of the Company’s common stock, resulting in a principal balance of $8,916 as of June 30, 2017. As of June 30, 2017, $30,606 of the debt discount had been amortized, and there was accrued interest of $2,677. The Company recorded a derivative liability of $25,368 as of June 30, 2017. On July 5, 2017, July 7, 2017 and July 12, 2017, EMA converted the remaining principal of $8,916, accrued interest payable of $2,715 and penalties totaling $29,908 into a total of 830,776 common shares of the Company. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On December 2, 2016, the Company entered into a convertible promissory note with Global for $18,700. The note matures on December 2, 2017 and bears interest at 12%. The convertible promissory note provided for an OID of $1,700; therefore, the net proceeds to the Company was $17,000. A debt discount of $18,700 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of June 30, 2017, $978 of the OID had been amortized, $15,822 of the debt discount had been amortized and there was accrued interest of $1,297. The Company recorded a derivative liability of $47,634 as of June 30, 2017. Additionally, the Company issued 1,650 five-year warrants for common stock with an exercise price of $7.50 per share, subject to certain adjustments, and a cashless exercise option. On July 13, 2017 and August 15, 2017, Global converted the entire principal of $18,700 and fees totaling $1,250 into a total of 567,867 common shares of the Company and the accrued interest payable balance of $1,541 was written off. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On December 13, 2016, the Company entered into a convertible promissory note with GPL for $10,000. The note matures on July 13, 2017 and bears interest at 12%. A debt discount of $10,000 was recorded. The conversion price is the lower of 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date or the closing bid price on the original issue date. As of June 30, 2017, $9,387 of the debt discount had been amortized, and there was accrued interest of $658. The Company recorded a derivative liability of $24,876 as of June 30, 2017. On July 6, 2017 and July 12, 2017, GPL converted the entire principal of $10,000 into a total of 400,000 common shares of the Company and the accrued interest payable balance of $687 was written off. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On February 13, 2017, the Company entered into a convertible promissory note with Global for $10,000. The note matures on February 13, 2018 and bears interest at 2%. The convertible promissory note provides for an OID of $1,000. Therefore, the net proceeds to the Company was $9,000. A debt discount of $10,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. As of June 30, 2017, $375 of the OID had been amortized, $3,753 of the debt discount had been amortized and there was accrued interest of $75. The Company has recorded a derivative liability of $22,661 as of June 30, 2017. Additionally, the Company issued 6,667 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. On September 15, 2017, Global sold the $10,000 note and $1,117 accrued interest payable to A1Solar. The OID and the debt discount have been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

On September 15, 2017, A1 Solar Corp (“A1 Solar”) purchased $10,000 principal and $1,117 accrued interest payable of the February 13, 2017 Global convertible promissory note. The $11,117 convertible replacement note matures on September 29, 2018 and bears interest at an annual rate of 12%. A debt discount of $11,117 and a derivative liability of $26,209 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On October 5, 2017 and January 10, 2018, A1 Solar converted $11,117 principal and accrued interest of $77 into 322,018 total common shares of the Company. The debt discount has been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On March 28, 2017, the Company entered into a convertible promissory note with Schraub for $16,500. The note matures on March 28, 2018 and bears interest at 10%. A debt discount of $16,500 and a derivative liability of $40,982 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 12,100 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $16,500 note to Global. The debt discount has been fully amortized and $565 of accrued interest payable was written off. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On July 31, 2017, Global was assigned the $16,500 principal of the March 28, 2017 Schraub convertible promissory note. The note matures on March 28, 2018 and bears interest at 10%. A debt discount of $16,500 and a derivative liability of $114,489 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On January 5, 2018, Global converted principal of $16,500 and accrued interest of $1,279 into into 88,093 common shares of the Company. The debt discount has been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On April 4, 2017, the Company entered into a convertible promissory note with Schraub for $20,000. The note matures on April 4, 2018 and bears interest at 10%. A debt discount of $20,000 and a derivative liability of $75,295 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Additionally, the Company issued 15,000 seven-year warrants for common stock with an exercise price of $0.50 per share, subject to certain adjustments, and a cashless exercise option. These warrants were surrendered to the Company and cancelled on May 8, 2017. On July 31, 2017, Schraub assigned the $20,000 note to Global. The debt discount has been fully amortized and $647 of accrued interest payable was written off. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On July 31, 2017, Global was assigned the $20,000 principal of the April 4, 2017 Schraub convertible promissory note. The note matures on April 4, 2018 and bears interest at 10%. A debt discount of $20,000 and a derivative liability of $140,711 were recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. On October 18, 2017 Global converted $4,651 principal into 248,691 common shares of the Company, and on December 4, 2017, Global converted $3,275 principal into 100,000 common shares of the Company. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 (Note 4), the remaining principal of $12,074 and accrued interest payable of $1,367 were extinguished. The debt discount has been fully amortized and $647 of accrued interest payable was written off. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

On December 30, 2017, the Company and Global entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Company’s common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000. The note matures on December 30, 2018 and bears interest at an annual rate of 5%, compounded monthly. A derivative liability of $67,064 was recorded. Pursuant to a Purchase and Escrow Agreement dated December 31, 2017 (Note 4), the $25,000 principal and accrued interest payable of $3 were extinguished. The note has been repaid in full and no related derivative liability was recorded as of March 31, 2018.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

On July 6, 2017, Schraub converted fees of $600 into 12,370 common shares of the Company.

As detailed above, during the nine months ended March 31, 2018, a total of 2,752,883 shares of the Company’s common stock were issued in conversion of $77,818 note principal, $4,072 accrued interest payable, $31,975 derivative liabilities, $2,950 in fees, $29,908 in penalties and $276,410 loss on conversion of debt into common stock.

8. STOCKHOLDERS’ DEFICIT

Preferred Stock

Series A Preferred Stock

On March 10, 2015, the Company, with the approval of a majority vote of its Board of Directors, approved the filing of a Certificate of Designation establishing the designations, preferences, limitations and relative rights of the Company's Series A preferred stock (the "Series A Designation" and the "Series A Preferred Stock"). The terms of the Certificate of Designation of the Series A Preferred Stock, which was filed with the State of Nevada on March 12, 2015, include the right to vote in aggregate, on all shareholder matters equal to 1,000 votes per share of Series A Preferred Stock. The shares of Series A Preferred Stock are not convertible into shares of common stock.

The Company has 20,000,000 shares of Series A Preferred Stock authorized, with 500,000 shares issued and outstanding as of March 31, 2018, which were issued in March 2015 in consideration for services on the Company’s Board of Directors.

Series B Preferred Stock

On December 21, 2015, the Company filed a Certificate of Designation for its new Series B Convertible Preferred Stock with the State of Nevada following approval by the board of directors of the Company. Five Hundred (500,000) Thousand shares of the Company's authorized preferred stock are designated as the Series B Convertible Preferred Stock (the "Series B Preferred Stock"), par value of $0.001 per share and with a stated value of $0.001 per share (the "Stated Value"). Holders of Series B Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors out of funds legally available therefor. At any time and from time to time after the issuance of shares of the Series B Preferred Stock, each issued share of Series B Preferred Stock is convertible into One (100) Hundred shares of Common Stock ("Conversion Ratio"). The holders of the Series B Preferred Stock shall have the right to vote together with holders of Common Stock, on an as "converted basis", on any matter that the Company's shareholders may be entitled to vote on, either by written consent or by proxy. Upon any liquidation, dissolution or winding-up of the Company, the holders of the Series B Preferred Stock shall be entitled to receive out of the assets of the Company, whether such assets are capital or surplus, for each share of Series B Preferred Stock an amount equal to the Stated Value, and all other amounts in respect thereof then due and payable prior to any distribution or payment shall be made to the holders of any junior securities.

As of March 31, 2018, the Company had 232,500 shares of Series B Preferred Stock issued and outstanding.

On July 1, 2016, the Board of Directors of the Company agreed to compensate Steve Rubakh on a quarterly basis through the issuance of shares of Series B Preferred Stock when approved by the Board of Directors. For the three months ended March 31, 2018, the Board of Directors did not authorize the issuance of any shares of Series B preferred stock. For the three months ended September 30, 2017, the Company issued 30,000 shares of Series B preferred stock to Steve Rubakh valued at $9,000. For the three months ended December 31, 2017, the Company issued 40,000 shares of Series B preferred stock to Steve Rubakh valued at $400,000, based on the cash price paid by non-related parties as discussed below.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

On October 25, 2017, four investors entered into subscription agreements for the purchase of a total of 16,000 shares of Series B Preferred stock for cash at $10 per share. Through March 31, 2018, 12,500 of the shares had been issued for an investment of $125,000. As of March 31, 2018, a stock subscription payable of $35,000 was recorded for unissued shares.

Common Stock

On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s common shares. The reverse split has been given retroactive effect in the condensed financial statements for all periods presented.

During the nine months ended March 31, 2018, the Company issued a total of 3,751,539 shares of its common stock.

On July 6, 2017, 188,240 shares of common stock were issued to Global in the cashless exercise of warrants recorded at par value of $188. See Note 9.

On August 31, 2017, 347,222 shares of common stock valued at $15,625 were issued to Steve Rubakh for accrued compensation. See Note 6.

On January 19, 2018, the Company and St. George Investments LLC (“St. George”) entered into a Securities Purchase Agreement, pursuant to which St. George purchased 462,900 restricted common shares of the Company for $750,000. The Company received net proceeds of $720,000. The Company also issued to St. George a three-year warrant for the purchase of 347,175 shares of the Company’s common stock at an exercise price of $2.16 per share. The warrant was valued using the Black-Sholes option pricing model at $1.75 per share, or $607,556.

As detailed in Note 7, during the nine months ended March 31, 2018, a total of 2,752,883 shares of the Company’s common stock were issued in conversion of $77,818 note principal, $4,072 accrued interest payable, $31,975 derivative liabilities, $2,950 in fees, $29,908 in penalties and $276,410 loss on conversion of debt into common stock.

On September 30, 2017, the Company increased the number of outstanding common shares by 114 shares due to rounding of shares in the reverse stock split.

During the nine months ended March 31, 2017, the Company issued a total of 1,606,198 shares of its common stock.

On July 1, 2015, 6,000 shares of common stock and 1,200 issuable shares of common stock valued at $37,500 were issued to Steve Rubakh for accrued compensation.

On February 14, 2017, 249,728 shares of common stock valued at $31,216 were issued to Steve Rubakh for accrued compensation.

On February 14, 2017, 132,368 shares of common stock valued at $16,546 were issued to Steve Rubakh to reimburse him for payments of $16,546 made by him to a vendor.

During the nine months ended March 31, 2017, a total of 1,218,102 shares of the Company’s common stock, valued at $808,452, were issued in conversion of $130,579 convertible note principal, $1,845 accrued interest payable, $7,400 in fees, $5,709 adjustment to debt discount and $662,919 loss on conversion of debt into common stock.

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

9. WARRANTS

The Company has granted warrants to non-employee lenders in connection with the issuance of certain convertible promissory notes and to an investor in connection with the purchase of common shares of the Company. Certain of the warrants have been subsequently surrendered to the Company and cancelled. See Note 7.

Warrant activity for these warrants for the nine months ended March 31, 2018 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value

Outstanding at June 30, 2017		12,817		$	4.33		5.25	$	-
Granted		347,175		$	2.81
Exercised		(502	)	$	7.50
Cancelled or expired		(11,115	)	$	3.30

Outstanding and exercisable at March 31, 2018		348,375		$	2.20		2.80	$	-

The warrants issued in connection with debt were valued at the grant date using a Black-Scholes calculation. No stock-based compensation was recorded for warrants during the nine months ended March 31, 2018.

As discussed in Note 7, on December 30, 2017, the Company and Global entered into an Exchange Agreement pursuant to which warrants held by Global to purchase a total of 11,115 shares of the Company’s common stock were cancelled in exchange for a convertible promissory note payable to Global in the principal amount of $25,000. Derivative liabilities related to the warrants of $28,299 were also extinguished in this transaction and the Company recorded a loss on settlement of warrants of $63,765.

10. COMMITMENTS AND CONTINGENCIES

Legal Matters

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

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 March 31, 2018, the Company has recorded a promissory note payable of $125,000 and accrued interest payable of $28,553 – see Note 7. On May 4, 2018, the Company and LG Capital entered into a settlement regarding the note payable and the judgment – see Note 11.

11. SUBSEQUENT EVENTS

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

April 16, 2018 Asset Purchase Agreement

On April 16, 2018, the Company entered into an Asset Purchase Agreement (the “Agreement”) with digiMine LLC (the “Seller”) for the purchase of Seller’s Mining Equipment located in Marlboro, New Jersey, the principal assets of the Seller’s business consisting of: 150 Bitmain Mining Machines (“Equipment”); all of Seller's or its Affiliates' right, title and interest in, the lease for the premises on which Seller’s business operates; all obligations under which the Company assumed at the closing on April 18, 2018; all books and records pertaining to ownership of the Equipment and Seller’s business as applicable; and cash of $175,000. The Company issued 16,666 shares of its Series B preferred stock (the “Shares”) to the Seller.

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

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Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Condensed Financial Statements

Nine Months Ended March 31, 2018

(Unaudited)

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

April 30, 2018 Asset Purchase Agreement

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

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

Forbearance Agreement

On May 4, 2018, the Company and LG Capital entered into a Forbearance Agreement related to a September 29, 2016 judgment for amounts due on a $125,000 promissory note payable to LG Capital – see Notes 7 and 10. The Company agreed to immediately pay LG Capital $135,427, which amount has been paid, and to pay LG Capital an additional $29,257 on July 1, 2018. If the Company does not timely make the second payment of $29,257, LG Capital will be entitled to a payment of $60,000.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the "Risk Factors" section of and elsewhere in our Annual Report on Form 10-K for the fiscal year ended June 30, 2017 and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

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

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

Financial

Through March 31, 2018, the Company has purchased in excess of $900,000 of mining rigs and the number of our installed mining rigs had reached 136 at that date. This number is directly related to the availability of the electric power, which is currently at maximum utilization capacity at our of our locations. In addition, at March 31, 2018, we had 208 mining rigs in storage available for sale or deployment in cryptocurrency operations.

In transactions on April 16 and April 30, 2018, the Company purchased 150 and 97 Bitmain mining machines, respectively, together with associated assets, and cash of $175,000 and $200,000 in these transactions. As of April 16, 2018, we have assumed lease obligations in all of Seller's or its Affiliates' right, title and interest in the lease for the premises on which the business of the Seller in these two transactions operates in Marlboro, New Jersey, where we plan to operate the equipment purchased in these transactions.

On November 22, 2017, we successfully launched our cryptocurrency operations. From that date through March 31, 2018, we had total revenues of $242,634, consisting of: (1) revenues from mining operations of $136,998 received primarily in digital currencies and (2) equipment retail sales of $105,636. We currently conduct our mining operations from three locations in New Jersey.

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In January 2018, two lenders completed the conversions of convertible promissory notes, resulting in the elimination of all convertible debt and related derivative liabilities.

On January 19, 2018 the Company closed an equity financing through a Securities Purchase Agreement with St. George Investments LLC for the purchase from the Company, for an aggregate purchase price of $750,000 of: (a) 462,900 shares of restricted Common Stock of the Company; and (b) a three-year common stock purchase warrant to purchase 347,175 shares of common stock of the Company at an exercise price of $2.16 per share. Net proceeds to the Company from the equity financing were $720,000.

Collaborative Agreements

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

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

The Digital Asset Market

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

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

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

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FINANCIAL OPERATIONS REVIEW

Since our inception through March 31, 2018, we have generated approximately $1.2 million in revenues. Revenues to date have been generated substantially from the now discontinued Ambulance services, which we have discontinued to focus on new revenue sources. However, in November 30, 2017 revenues commenced from our crypto-currency mining operations and from sales of crypto-currency mining equipment.

We are incurring increased costs as a result of being a publicly-traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. We also have paid compensation through the issuance of shares of our common stock and warrants, the valuation of which has resulted in significant stock-based compensation. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies and will require us to comply with these rules. These new rules and regulations have will increase our legal and financial compliance costs and have made some activities more time-consuming and costly. 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 complete and successfully launch our planned digital currency mining facilities and to fund future operations, we will need to raise additional capital. The amount and timing of future funding requirements will depend on many factors, including the timing and results of our ongoing development efforts, the potential expansion of our current development programs, potential new development programs and related general and administrative support. We anticipate that we will seek to fund our operations through further liquidation of our marketable securities, public or private equity or debt financings or other sources, such as potential collaboration agreements. We cannot be certain that anticipated additional financing will be available to us on favorable terms, or at all.

RESULTS OF OPERATIONS

THREE AND NINE MONTHS ENDED MARCH 31, 2018 COMPARED TO THE THREE AND NINE MONTHS ENDED MARCH 31, 2017

Revenues

In November 2017 we commenced operations in our first crypto-currency mining location opened our second mining location in January 2018. Our crypto-currency mining revenues were $77,500 and $136,998 for the three months and nine months ended March 31, 2018, respectively.

We also had revenues from the sale of crypto-currency mining units that we purchased or assembled for resale of $60,046 and $105,636 for the three months and nine months ended March 31, 2018, respectively.

We did not have any revenues for the three months and nine months ended March 31, 2017.

Cost of Revenues

Cost of revenues were $91,734 and $138,552 for the three months and nine months ended March 31, 2018, respectively. Expenses associated with running the crypto-currency 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 or assembling the crypto-currency mining units sold.

We did not have any cost of revenues for the three months and nine months ended March 31, 2017.

Operating Expenses

For the three months ended March 31, 2018 and 2017, general and administrative expenses were relatively constant at $102,017 and $103,754, respectively. Generaly and administrative expenses decreased $219,963 to $736,141 for the nine months ended March 31, 2018 from $956,104 for the nine months ended March 31, 2017. The decrease on a year-to-date basis was due primarily from significant stock-based compensation in fiscal year 2017 from warrants issued to officers and directors, partially offset by increases in payroll and professional fees in the current fiscal year.

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Other Income (Expense)

For the three months ended March 31, 2018, our total other expense was $40,885, comprised of interest and other income of $3, realized loss on sale of investments of $32,198 and interest expense of $9,913, partially offset by gain on change in fair value of derivative liabilities of $1,223. By comparison, for the three months ended March 31, 2017, our total other income was $417,986, comprised of interest expense of $166,929, gain on change in fair value of derivative liabilities of $929,850 and loss on extinguishment of debt of $344,935.

For the nine months ended March 31, 2018, our total other income was $75,412, comprised of interest and other income of $1,405, realized gain on sale of investments of $331,060, interest expense of $130,232, gain on change in fair value of derivative liabilities of $202,420, loss on extinguishment of debt of $268,476 and loss on settlement of warrants of $63,765. By comparison, for the nine months ended March 31, 2017, our total other income was $1,008,899, comprised of interest expense of $384,261, gain on change in fair value of derivative liabilities of $2,087,579 and loss on extinguishment of debt of $694,419.

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

During the three months ended March 31, 2018, we reported a total realized loss on sale of investments of $32,198, primarily from sales of digital currencies. During the nine months ended March 31, 2018, we reported total net realized gains on sale of investments of $331,060, $363,355 from the sales of common shares of Viva Entertainment, partially offset by a loss from sales of digital currencies of $32,295. We reported no realized gain on sale of marketable securities in the three months or nine months ended March 31, 2017.

Pursuant to multiple conversions of convertible promissory notes from Viva Entertainment during May, July and August 2017, the Company converted total principal of $79,652 into a total of 225,805,555 common shares of Viva Entertainment. We exchanged 55,555,555 common shares of Viva Entertainment for convertible notes principal of $37,074, accrued interest payable of $1,370 and accounts receivable of $15,000, and reduced related derivative liabilities by $78,718. In addition, we sold a total of 170,250,000 shares of Viva Entertainment stock, receiving net proceeds of $551,800. We have also incurred investment related fees. As a result, we reported a total realized gain on sale of the Viva Entertainment shares of $363,355 in the nine months ended March 31, 2018.

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

The 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.

Net Loss

As a result, our net loss for the three months and nine months ended March 31, 2018 was $97,090 and $559,647, respectively. Our net income for the three months and nine months ended March 31, 2017 was $314,232 and $52,795, respectively.

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LIQUIDITY AND CAPITAL RESOURCES

Overview

We have substantially improved our financial condition as of March 31, 2018 as a result of the conversion of all convertible debt into shares of our common stock, the associated elimination of all derivative liabilities and the equity financing completed in January 2018 when we netted proceeds of $720,000. As of March 31, 2018, the Company had $151,951 in cash and positive working capital and stockholders’ equity. In addition, in April 2018, we completed two asset purchase agreements pursuant to which we received cash totaling $375,000. As discussed above, we have converted two notes receivable from Viva Entertainment into shares of Viva Entertainment common stock and have sold a significant portion of the shares into the market to raise capital for our operations. During the nine months ended March 31, 2018, we received net proceeds from the sale of investments of $674,817, which we have used to fund our operations and to purchase property and equipment for our crypto-currencies mining operations. During the nine months ended March 31, 2018, we also received proceeds of $160,000 from subscriptions to purchase shares of our Series B Preferred Stock.

Sources and Uses of Cash

We used net cash in operations of $978,882 in the nine months ended March 31, 2018 as a result of our net loss of $559,647, non-cash gains totaling $533,440, increases in digital currencies of $145,663, prepaid expenses and other current assets of $9,583, inventories of $556,050, purchase deposits of $46,417, accrued interest receivable of $98 and deposits of $2,500, and decreases in accounts payable of $2,900, accrued expenses of $825 and due to related party of $19,390, partially offset by non-cash expenses totaling $880,107, decrease in accounts receivable of $15,000, and an increase in deferred revenue of $2,524.

By comparison, we used net cash in operations of $177,493 in the nine months ended March 31, 2018 as a result of our net income of $52,795, non-cash expenses totaling $1,783,809, increases in accounts payable of $32,769, accrued expenses of $9,626 and due to related party of $42,782, offset by non-cash gain of $2,087,579 and decrease in checks written in excess of cash balance of $11,695.

During the nine months ended March 31, 2018, we had net cash provided by investing activities of $235,142, comprised of net proceeds from the sale of investments of $674,817, partially offset by purchase of investments of $9,651, increase in notes receivable of $49,880 and purchase of property and equipment of $380,144. During the nine months ended March 31, 2017, we had no net cash used in or provided by investing activities.

During the nine months ended March 31, 2018, we had net cash provided by financing activities of $880,000, comprised of proceeds from sale of common stock of $720,000, proceeds from the sale of preferred stock of $125,000 and proceeds from stock subscriptions payable of $35,000. We had net cash provided by financing activities of $206,600 for the nine months ended March 31, 2017, comprised of proceeds from convertible notes payable.

We will have to raise funds to complete 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.

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Going Concern

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 2 to our condensed financial statements and in the notes to our audited financial statements included in our Annual Report on Form 10-K for the year ended June 30, 2017. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

Use of Estimates

Accounting for Derivatives

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Fair Value of Financial Instruments

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

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

	Total		Level 1		Level 2		Level 3
March 31, 2018:
Digital currencies	$	2	$	2
Marketable securities		1,720		1,720	$	-	$	-

Total assets measured at fair value	$	1,722	$	1,722	$	-	$	-

June 30, 2017:
Marketable securities	$	253,998	$	253,998	$	-	$	-

Total assets measured at fair value	$	253,998	$	253,998	$	-	$	-

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

	Total		Level 1		Level 2		Level 3
March 31, 2018:
Derivative liabilities	$	-	$	-	$	-	$	-

Total liabilities measured at fair value	$	-	$	-	$	-	$	-

June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731

Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731

Off Balance Sheet Arrangements

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

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

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

	1.	The Company intends to appoint additional independent directors;
	2.	Lack of in-house personnel with the technical knowledge to identify and address some of the reporting issues surrounding certain complex or non-routine transactions. With material, complex and non-routine transactions, management has and will continue to seek guidance from third-party experts and/or consultants to gain a thorough understanding of these transactions;
	3.	Insufficient personnel resources within the accounting function to segregate the duties over financial transaction processing and reporting;
	4.	Insufficient written policies and procedures over accounting transaction processing and period end financial disclosure and reporting processes.

To remediate our internal control weaknesses, management intends to implement the following measures:

	·	The Company will add sufficient number of independent directors to the board and appoint additional member(s) to the Audit Committee.
	·	The Company will add sufficient accounting personnel or outside consultants to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
	·	The Company will hire staff or outside consultants technically proficient at applying U.S. GAAP to financial transactions and reporting.
	·	Upon the hiring of additional accounting personnel or outside consultants, the Company will develop and maintain adequate written accounting policies and procedures.

The additional hiring is contingent upon the Company's efforts to obtain additional funding through equity or debt and the results of its operations. Management expects to secure funds in the coming fiscal year but provides no assurances that it will be able to do so.

Changes in Internal Control Over Financial Reporting

Except as set forth above, there was no change to our internal controls or in other factors that could affect these controls during the three month period ended March 31, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

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

During the three months ended March 31, 2018, the Company issued a total of 575,766 shares of its common stock: 112,866 shares in conversion of $22,059 note principal, accrued interest payable of $1,357 and $500 in fees; and 462,900 shares in the sale of common shares for net cash proceeds of $720,000.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

Asset Purchase Agreement

On April 30, 2018, the Company entered into an Asset Purchase Agreement (the “Agreement”) with digiMine LLC (the “Seller”) for the purchase of Seller’s Mining Equipment located in Marlboro, New Jersey, the principal assets of the Seller’s business consisting of 97 Bitmain Mining Machines and ancillary equipment (collectively “Equipment”); all of Seller's or its Affiliates' right, title and interest in, the lease for the premises on which Seller’s business operates, all obligations under which we assumed at the closing on April 30, 2018; a digital currency portfolio of 559,089 altcoins; all books and records pertaining to ownership of the Equipment and Seller’s business as applicable; and cash assets of $200,000. The purchase price for the Equipment, lease assignment and other assets under the Agreement was 20,000 shares of the Company’s Series B Preferred Stock issued to the Seller.

We also entered into a separate Security and Pledge Agreement, dated as of April 30, 2018, securing our obligations to the Seller under the Agreement.

The Seller has the right under the Agreement (the “ Put-Back Right ”), at any time commencing May 1, 2019, to require that the Company redeem for cash any of Seller’s then-outstanding Preferred Shares at a redemption price equal to 72% of the Shares’ Put-Back Price. The Conversion Amount on execution is equal to $1,440,000 (the “ Put-Back Price ”) of such Series B Preferred Shares; provided , that the Put Back Right expires with respect to any share of Series B Preferred stock at such time as the Shares for such Series B Preferred Shares are registered for resale. Each Series B Preferred Share for purposes of the Put-Back Price is equal to a fixed price of One Hundred Dollars ($100.00) per share.

THE FOREGOING DESCRIPTIONS OF THE AGREEMENT AND SECURITY AND PLEDGE AGREEMENT DO NOT PURPORT TO BE COMPLETE AND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE FORMS OF THESE AGREEMENTS THAT ARE FILED AS EXHIBITS 10.23 AND 10.24, RESPECTIVELY, TO THIS QUARTERLY REPORT ON FORM 10-Q AND ARE INCORPORATED HEREIN BY REFERENCE. DEFINED TERMS USED IN THE DESCRIPTIONS IN THIS REPORT SHALL HAVE THE MEANINGS PROVIDED IN THE RESPECTIVE AGREEMENTS, AS APPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.

Forbearance Agreement

THE FOREGOING DESCRIPTION OF THE FORBEARANCE AGREEMENT DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FORM OF THIS AGREEMENT THAT IS FILED AS EXHIBIT 10.25 TO THIS QUARTERLY REPORT ON FORM 10-Q AND IS INCORPORATED HEREIN BY REFERENCE. DEFINED TERMS USED IN THE DESCRIPTIONS IN THIS REPORT SHALL HAVE THE MEANINGS PROVIDED IN THE RESPECTIVE AGREEMENT, AS APPLICABLE, UNLESS SPECIFICALLY DEFINED ABOVE IN THIS REPORT.

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ITEM 6. EXHIBITS.

(a) Exhibits.

Exhibit

Number

Exhibit

Description

10.23

Asset Purchase Agreement, dated April 30, 2018, between the Company and digiMine, LLC.

10.24

Security and Pledge Agreement, dated as of April 30, 2018, between the Company and digiMine LLC.

10.25

Forbearance Agreement, dated as of May 4, 2018, between the Company and LG Capital Funding, LLC

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.

32.1

Section 1350 Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.

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

______________

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

	INTEGRATED VENTURES, INC.

Dated: May 15, 2018	By:	/s/ Steve Rubakh
		President and Chief Executive Officer and Principal Financial Officer

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EXHIBIT INDEX

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

______________

EXHIBIT 10.23

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this " Agreement "), dated as of April 30, 2018, is entered into by and between DIGIMINE LLC, a Delaware limited liability company (the “ Seller ”), and Integrated Ventures Inc., a Nevada corporation (the “ Buyer ”). Seller and Buyer are sometimes referred to individually as a “ Party ” and collectively as the “ Parties .”

WHEREAS , Seller owns certain assets, as more fully described herein, used in operating the business of Seller (the “ Business ”); and

WHEREAS , Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, the rights and obligations of Seller to the Purchased Assets (as defined herein), subject to the conditions set forth herein.

NOW, THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, the Parties hereto agree as follows:

Article I.

DEFINITIONS

SECTION 1.01 Certain Defined Terms .

For purposes of this Agreement:

" Action " means any action, suit, litigation, arbitration, inquiry, audit, hearing, investigation or other proceeding, whether civil or criminal, administrative, judicial or investigative, formal or informal, public or private, in Law or in equity, by or before or otherwise involving any Governmental Authority or any other Person.

" Affiliate " means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such specified Person.

" Affiliated Group " means any affiliated group within the meaning of Section 1504(a) of the Code or any similar group defined under a similar provision of Law.

" Ancillary Agreements " means the Bill of Sale, and the Security Agreement.

“ Business ” shall have the meaning set forth in the recitals.

" Business Day " means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in the State of New York.

“ Cash Assets ” means an aggregate of $200,000 cash owned by Seller.

" Claims ” means any and all disputes, controversies, Actions, causes of action, choices in action, petitions, appeals, demands, demand letters, claims, liens, notices of noncompliance or violation, consent orders or consent agreements of any kind.

" Closing " has the meaning ascribed to the term in Section 2.04.

" Closing Date " has the meaning ascribed to the term in Section 2.04.

" Code " means the Internal Revenue Code of 1986, as amended through the date hereof.

" Contract " means any written, oral, implied or other agreement, contract, understanding, arrangement, joint venture, lease, sublease, license, sublicense, indenture, instrument, note, bond, guaranty, indemnity, representation, warranty, deed, assignment, power of attorney, purchase order, work order, insurance policy, benefit plan, commitment, covenant, assurance or undertaking of any nature.

" Control " (including the terms "Controlled by" and "under common Control with"), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise.

" Conveyance Taxes " means all sales, use, value added, transfer, stamp, stock transfer, real property transfer or gains and similar Taxes.

" Encumbrance " means any security interest, pledge, hypothecation, mortgage, lien (including environmental and tax liens), violation, charge, lease, license, encumbrance, servient easement, adverse claim, reversion, reverter, preferential arrangement, preemptive right, option, right of first refusal, conditional sale, community property interest, equitable interest, restrictive covenant, condition or restriction of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership.

“ Equipment ” refers to the Bitmain bitcoin mining machines as more fully described in Section 2.01.

" Excluded Taxes " means (a) all Income Taxes owed by Seller or any of its Affiliates for any period; (b) all Taxes relating to the Excluded Liabilities for any period; (c) all Taxes relating to the Purchased Assets or the Equipment for any Pre-Closing Period; (d) all Taxes of Seller or any other Person by reason of being a member of a consolidated, combined, unitary or Affiliated Group that includes Seller or any of its present or past Affiliates prior to the Closing, by reason of a tax sharing, tax indemnity or similar agreement entered into by Seller or any of its present or past Affiliates prior to the Closing (other than this Agreement) or by reason of transferee or successor liability arising in respect of a transaction undertaken by Seller or any of its present or past Affiliates prior to the Closing; or (e) Taxes imposed on Buyer as a result of any breach of any warranty or representation under Section 3.22, or breach by Seller of any covenant relating to Taxes.

" GAAP " means United States generally accepted accounting principles and practices in effect from time to time applied consistently throughout the periods involved.

" Bill of Sale " means that certain General Assignment, Bill of Sale and Assumption Agreement, selling and otherwise transferring the Purchased Assets, to be executed by Seller at the Closing, substantially in the form attached hereto as Exhibit A

" Governmental Authority " means any: (a) nation, principality, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) federal, state, local, municipal, foreign or other government; (c) governmental or quasi-governmental authority of any nature (including any governmental division, subdivision, department, agency, bureau, branch, office, commission, council, board, instrumentality, officer, official, representative, organization, unit, body or entity and any court, tribunal or judicial or arbitral body); (d) multi-national or supranational organization or body; or (e) individual, entity or body exercising, or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power of any nature.

" Governmental Authorization " means any: (a) permit, license, certificate, franchise, concession, approval, consent, ratification, permission, clearance, confirmation, endorsement, waiver, certification, designation, rating, registration, qualification or authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Law; or (b) right under any Contract with any Governmental Authority.

" Governmental Order " means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

" Income Taxes " means Taxes imposed on or measured by reference to gross or net income or receipts, and franchise, net worth, capital or other doing business Taxes, including any interest, penalty, or addition thereto, whether disputed or not.

" Indebtedness " means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases, (f) all obligations, contingent or otherwise, of such Person under acceptance, letter of credit or similar facilities, (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of such Person or any warrants, rights or options to acquire such capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (i) to pay or purchase such Indebtedness or to advance or supply funds for the payment or purchase of such Indebtedness, (ii) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (iv) otherwise to assure a creditor against loss, and (i) all Indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

" Intellectual Property " means (a) patents, patent applications, and statutory invention registrations, (b) trademarks, service marks, domain names, trade dress, logos, trade names, corporate names and other identifiers of source or goodwill, including registrations and applications for registration thereof, and including the goodwill of the business symbolized by the foregoing or associated therewith, (c) mask works and copyrights, including copyrights in computer software, and registrations and applications for registration thereof, (d) confidential and proprietary information, including trade secrets, know-how, and invention rights (regardless of whether patentable or not) and (e) all other intellectual property rights.

" IRS " means the Internal Revenue Service of the United States.

" Knowledge " (or similar phrases) when referred to Seller means the actual knowledge, after due inquiry, of any officer or director of Seller.

" Law " means any federal, state, national, supranational, local, municipal, foreign or other law, statute, legislation, constitution, requirement or rule of law (including common law), resolution, ordinance, code, edict, decree, order, proclamation, treaty, convention, rule, regulation, ruling, directive, pronouncement, requirement, specification, determination, decision, opinion or interpretation issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Authority.

" Liabilities " means any and all debts, liabilities and obligations, whether known or unknown, direct or indirect, vested or unvested, disputed or undisputed, accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental Order and those arising under any Contract.

" Losses " means any and all Liabilities, losses, diminution in value, damages, lost opportunity, Claims, costs and expenses, interest, awards, Actions, judgments and penalties (including attorneys' and consultants' fees); provided , however , that Losses shall not include punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.

" Material Adverse Effect " means any circumstance, change in or effect on the Equipment, the Purchased Assets or Seller that, individually or in the aggregate with all other circumstances, changes in or effects on the Equipment, the Purchased Assets or Seller: (a) is or is reasonably likely to be materially adverse to the business, operations, assets or liabilities (including contingent liabilities), employee relationships, customer or supplier relationships, results of operations or the condition (financial or otherwise) of Seller, the Equipment or to the Purchased Assets; or (b) is reasonably likely to materially adversely affect the ability of Buyer to operate or operate the Equipment or the Purchased Assets in the manner in which it is currently conducted by Seller; provided , however , that none of the following shall be considered in determining whether a "Material Adverse Effect" has occurred: (w) any changes, conditions or effects in the United States economy; (x) changes, conditions or effects that generally affect the industry in which the Equipment operates; or (y) conditions caused by acts of terrorism or war (whether or not declared); provided , further , however , that any change, condition or effect referred to in clauses (w), (x) or (y) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred only to the extent that such change, condition or effect has a disproportionate effect on the Equipment compared to other participants in the industry in which the Equipment operates.

" Owned Intellectual Property " means Intellectual Property owned or purported to be owned by Seller and used in connection with the Equipment.

" Person " means any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

" Regulations " means the Treasury Regulations (including Temporary Regulations) promulgated by the United States Department of Treasury with respect to the Code or other federal tax statutes.

“ Security Agreement ” shall have the meaning set forth in Section 2.01.

" Taxes " means any and all: (a) taxes, fees, levies, duties, tariffs, imposts, and other charges of any kind (whether computed on a separate or consolidated, unitary or combined basis or in any other manner, and together with any and all interest, penalties, additions to tax and additional amounts imposed with respect thereto), whether disputed or not, and including any obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person, and imposed by any government or taxing authority, including taxes or other charges on or with respect to income, franchises, severance, occupation, premium, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security (or similar), workers' compensation, unemployment compensation, or net worth; and (b) customs' duties, tariffs, and similar charges.

" Tax Returns " means any return, declaration, report, election, claim for refund or information return or other statement or form filed or required to be filed with any Tax authority relating to Taxes, including any schedule or attachment thereto or any amendment thereof.

" Termination Date " means April ____, 2018.

SECTION 1.02 Interpretation and Rules of Construction .

In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

(a) when a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated;

(b) the table of contents and headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

(c) whenever the words "include," "includes" or "including" are used in this Agreement, they are deemed to be followed by the words "without limitation";

(d) the words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

(e) all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

(f) the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

(g) any Law defined or referred to herein and any agreement, instrument or other document that is defined or referred to herein means such Law and (to the extent permitted by the provisions hereof and thereof) such agreement, instrument or other document, respectively, as from time to time amended, modified or supplemented, including in the case of any Law by succession of comparable successor Laws;

(h) references to a Person are also to its successors and permitted assigns; and

(i) the use of "or" is not intended to be exclusive unless expressly indicated otherwise.

This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Schedules and the Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Article II.

PURCHASE AND SALE

SECTION 2.01 Purchase and Sale of Assets .

Upon the execution of this Agreement and subject to the terms and conditions set forth herein, Buyer shall purchase and assume from Seller, and Seller shall (and shall cause its Affiliates to) sell, convey, assign, transfer and deliver to Buyer, free and clear of all liens, mortgages, pledges, charges, security interests or other encumbrances of any natures (collectively, “ Encumbrances ”), all right, title and interest in and to all of the assets and properties of Seller (and its Affiliates), wherever located, whether tangible or intangible, and whether now existing or hereafter acquired, directly or indirectly owned by Seller (or any of its Affiliates), or to which Seller (or any of its Affiliates) is directly or indirectly entitled, and, in any case, belonging to, or used or intended to be used, as described below, and any goodwill related to any of the foregoing, including, without limitation (collectively, the “ Purchased Assets ”):

(i) a total of Ninety Seven (97) Bitmain bitcoin mining machines (the “Equipment”) as more fully described in Schedule II attached hereto, which shall be subject to that certain Security and Pledge Agreement in the form attached hereto as Exhibit D (the “ Security Agreement ”), for so long as the Purchase Price (as defined herein) remains outstanding;

(ii) Seller’s Workstation which includes it’s contents at the time of execution, including but not limited to its Siacoin UI.

(iii) all books and records pertaining to ownership of the Equipment as applicable, including all books of account, general, financial, Tax, invoices, shipping records, supplier lists, machinery and equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of Seller or its Affiliates;

(iv) Seller’s Cash Assets;

(v) all Claims and rights to any Actions of any nature available or being pursued by Seller or any of its Affiliates, related to the Equipment, whether arising by way of counterclaim or otherwise;

(vi) all rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof or by any other Person, related to the Equipment, as applicable; and

(vii) all of Seller's or its Affiliates' right, title and interest at the Closing in, to and under all other assets, rights and claims of every kind and nature used or intended to be used in the operation of, or residing with, the Equipment.

SECTION 2.02 Assumption and Exclusion of Liabilities .

(a) Except as set forth herein, at the Closing, Buyer shall not assume any liabilities of Seller.

(b) Notwithstanding Section 2.02(a), Seller shall retain, and shall be responsible for paying, performing and discharging when due (and, as applicable, shall cause its Affiliates to pay, perform and discharge when due) all, and Buyer shall not assume or have any responsibility for any, Liabilities of or relating to Seller or any of its Affiliates (the " Excluded Liabilities") .

SECTION 2.03 Purchase Price; Allocation of Purchase Price; Put Back Right .

(a) The aggregate purchase price for the Purchased Assets and the covenants contained in this Agreement and the Ancillary Agreements shall be equal to Twenty Thousand (20,000) shares (the “ Purchase Price ”) of Buyer’s Series B Preferred stock (the " Series B Preferred Shares ") as more fully described and stated in the Series B Preferred Stock Certificate of Designations (the “ Certificate of Designation ”) attached hereto as Exhibit B .

Seller shall have the right (the “ Put-Back Right ”), at any time commencing May 1, 2019, to require that Buyer redeem for cash any of Seller’s then-outstanding Preferred Shares at a redemption price equal to 72% of the Shares, Conversion Amount on execution is equal to One Million Four Hundred and Forty Thousand Dollars ($1,440,000) (the “ Put-Back Price ”) of such Series B Preferred Shares; provided , however , that the Put Back Right will expire with respect to any share of Series B Preferred stock at such time as the Shares for such Series B Preferred Shares are registered for resale. Each Series B Preferred Share for purposes of the Put-Back Price shall be equal to a fixed price of One Hundred Dollars ($100.00) per share. Seller may exercise its Put-Back Right by providing written notice of such exercise to Buyer (the “ Put-Back Right Redemption Notice ”). Buyer shall pay to Seller the Put-Back Right Redemption Price within five Business Days of its receipt of such Put-Back Right Redemption Notice.

(b) The Purchased Assets shall be subject to the Security Agreement for so long as the shares of Series B Preferred stock held by Seller or its Affiliates remain outstanding .

(c) Until the Purchase Price is fully paid, the Buyer shall not encumber any of the Assets being purchased with any lien or security. Any Encumbrance of the assets shall be deemed a default of this Agreement and a default under the Security Agreement.

SECTION 2.04 Closing.

Subject to the terms and conditions of this Agreement, the sale and purchase of the Purchased Assets contemplated by this Agreement shall take place at a closing (the " Closing ") on or before the Termination Date to be held at the offices of Buyer on the Closing Date following the satisfaction or waiver of all conditions to the obligations of the parties set forth in Article VII (other than those conditions that by their nature are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions) or at such other place or at such other time or on such other date as Seller and Buyer may mutually agree upon in writing, The date on which the Closing is to occur is referred to herein as the " Closing Date ."

SECTION 2.05 Closing Deliverables by Seller .

At the Closing, Seller shall deliver to Buyer the following:

(a) this Agreement, duly executed by Seller;

(b) the Bill of Sale in the form of Exhibit A hereto and duly executed by Seller, effecting the assignment and transferring the Purchased Assets to Buyer;

(c); the Cash Assets to the Buyer pursuant to wiring instructions provided by Buyer.

(d); Seller’s Workstation including its contents which contains a Siacoin UI.

(d) such other documents and instruments as may be reasonably be requested by Buyer to effect or evidence the transfer of the Purchased Assets and the Equipment and the other transactions contemplated hereby, in form and substance reasonably satisfactory to Buyer.

SECTION 2.06 Closing Deliverables by Buyer .

At the Closing, Buyer shall deliver to Seller the following:

(a) this Agreement, duly executed by Buyer;

(b) the Purchase Price; and

SECTION 2.07 Delivery; Title; Risk of Loss .

Seller shall deliver the Equipment FOB the following delivery location: 190 Boundary Road, Marlboro New Jersey, 07746 (the " Delivery Location "). Buyer acknowledges and agrees that Seller shall deliver to Buyer the Equipment as follows: (i) Ninety Seven (97) Bitmain bitcoin mining machines at Closing. Buyer acknowledges that there can be no assurance that the third-party supplier will be able to deliver such Equipment by the time closing is scheduled to occur to the Business. Buyer further acknowledges and agrees that such delay shall not constitute a breach by Seller of its obligations to perform under this Agreement.

(ii) Buyer further acknowledges that the Workstation is delivered “as is”, no representations or warranties are made by the Seller with regards to the Workstation or its contents. Buyer represents that it has inspected, or been given the opportunity to inspect the Workstation and is satisfied with its condition and contents and forever discharges and indemnifies the Seller from any and all claims or liabilities relating to or arising out of the Workstation.

Until both: (i) delivery of the Equipment, and (ii) the Closing, any loss of or damage to the Equipment from fire, flood, casualty or any other occurrence shall be the sole responsibility of Seller. Upon occurrence of both (i) delivery of the Equipment, (ii) the Closing, title to the Purchased Assets shall be transferred to Buyer pursuant hereto, and, after such delivery and the Closing, Buyer shall bear all risk of loss associated with the Purchased Assets and shall be solely responsible for procuring adequate insurance to protect the Purchased Assets against any such loss.

SECTION 2.08 RESERVED.

SECTION 2.09 Cash Assets Delivery.

Cash shall be delivered by Seller to Buyer at closing pursuant to the wiring instructions provided by Buyer.

Article III.

REPRESENTATIONS AND WARRANTIESOF SELLER

Seller represents and warrants to Buyer that the statements contained in this Article III are true and correct as of the date hereof. For the purposes of this Article III, “Seller’s Knowledge,” “Knowledge of Seller” and any similar phrases shall mean the actual or constructive knowledge of any member of Seller that each such person would have reasonably obtained in the performance of each such person’s duties as a member of Seller.

SECTION 3.01 Organization, Authority and Qualification of Seller .

Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has all necessary power and authority to enter into this Agreement and the Ancillary Agreements, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) adversely affect the ability of Seller to carry out its obligations under, and to consummate the transactions contemplated by, this Agreement and the Ancillary Agreements or (b) adversely affect the ability of Seller to operate the Equipment. The execution and delivery of this Agreement and the Ancillary Agreements by Seller, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller and its stockholders. This Agreement and the Ancillary Agreements to be delivered hereunder have been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement and the Ancillary Agreements constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.

SECTION 3.02 No Conflicts; Consents .

The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate or conflict with the certification of formation, operating agreement or similar organizational documents of Seller; (b) conflict with or violate in any material respect (or cause an event which could have a Material Adverse Effect as a result thereof) any Law or Governmental Order applicable to Seller, or any of its assets, properties or businesses, including the Equipment, or (c) conflict in any material respect with, result in any material breach of, constitute a material default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, or result in the creation of any Encumbrance on any of the Purchased Assets pursuant to, any Contract, permit, franchise or other instrument or arrangement to which Seller or any of its Affiliates is a party or by which any of the Purchased Assets is bound or affected. To the best of Seller’s knowledge, no consent, approval, waiver or authorization is required to be obtained by Seller from any other person or entity (including any governmental authority) in connection with the execution, delivery and performance by Seller of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 3.03 Title to and Condition of Purchased Assets .

Seller is the true and lawful owner, and has good title to, all of the Purchased Assets owned by Seller, free and clear of all Encumbrances. The Purchased Assets owned by Seller are in good operating condition and repair and are adequate for the uses to which they are being put, ordinary wear and tear excepted.

SECTION 3.04 Warranties Regarding the Equipment.

Seller warrants that the Equipment delivered pursuant to this Agreement shall be of merchantable quality as defined by Section 2-314 of the Uniform Commercial Code, fit for the purposes for which it is sold, and in conformance with all applicable manufacturers’ specifications. In addition, Seller shall pass on to Buyer the benefit of any guarantee or warranty granted by the manufacturer in relation to such Equipment.

SECTION 3.05 Intentionally Omitted.

SECTION 3.06 Litigation .

There are no Actions by or against Seller or any Affiliate thereof and relating to the Equipment or affecting (or that would reasonably be expected to affect) any of the Purchased Assets or the Equipment pending before any Governmental Authority (or, to Seller's Knowledge, threatened to be brought by or before any Governmental Authority); nor, to Seller's Knowledge, there is any basis for the foregoing. None of the matters set forth in has or has had a Material Adverse Effect or could affect the legality, validity or enforceability of this Agreement, any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby. Neither the Equipment nor any of the Purchased Assets is subject to any Governmental Order (nor, to Seller's Knowledge, are there any such Governmental Orders threatened to be imposed by any Governmental Authority).

SECTION 3. 07 Compliance with Laws.

Except as set forth in any disclosure schedule, (i) Seller has conducted and continues to conduct the Equipment in accordance with all Laws and Governmental Orders applicable to Seller or any of its properties or assets, including the Purchased Assets, or the Equipment in all material respects, (ii) Seller is not in violation of any such Law or Governmental Order, (iii) to Seller's Knowledge, no event has occurred, and no condition or circumstance exists, that might (with or without notice or lapse of time) constitute or result in a violation by Seller of, or a failure on the part of Seller to comply with, any such Law or Governmental Order and (iv) neither Seller nor any of its Affiliates has received, at any time, any notice or other communication (in writing or otherwise) from any Governmental Authority or any other Person regarding any actual or alleged violation of, or failure to comply with, any such Law or Governmental Order.

SECTION 3.08 Material Contracts .

There is no contract, agreement or other arrangement granting any Person any preferential right to purchase, other than in the ordinary course of business consistent with past practice, any of the Purchased Assets.

SECTION 3.09 Taxes .

(a) there are no Tax liens on any of the Purchased Assets and no enforceable lien for unpaid sales and withholding taxes has been filed against the Equipment by any Governmental Authority;

(b) Seller has properly and timely withheld, collected or deposited all amounts required to be withheld, collected or deposited in respect of Taxes;

(c) to the Knowledge of Seller, there are no Tax investigations, inquiries or audits by any Tax authority in progress relating to the Purchased Assets or the Equipment, nor has Seller received any written notice indicating that a Governmental Authority intends to conduct such an audit or investigation.

SECTION 3.10 Full Disclosure .

To the best of Seller's Knowledge, neither this Agreement (including any statement or certificate furnished or to be furnished to Buyer pursuant hereto) contains or will contain any untrue statement of fact; and this Agreement (including any such statement or certificate) omits or will omit to state any fact necessary to make any of the representations, warranties or other statements or information contained therein not misleading.

Article IV.

REPRESENTATIONS AND WARRANTIES

OF THE BUYER

Buyer represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof.

SECTION 4.01 Organization and Authority of Buyer.

Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and (if applicable) its stockholders. This Agreement has been, and upon their execution the Ancillary Agreements to which Buyer is a party shall have been, duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which Buyer is a party shall constitute, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms.

SECTION 4.02 No Conflict .

The execution, delivery and performance by Buyer of this Agreement and the Ancillary Agreements to which it is a party do not and will not (a) violate, conflict with, or result in the breach of any provision of the Articles of Incorporation or By-laws of Buyer, (b) conflict with or violate any Law or Governmental Order applicable to Buyer or (c) conflict with, or result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any Contract, permit, franchise or other instrument or arrangement to which Buyer is a party, which would adversely affect the ability of Buyer to carry out its obligations under, and to consummate the transactions contemplated by this Agreement and the Ancillary Agreements.

SECTION 4.03 Use of Cash Assets .

Buyer represents and warrants that it will use all currently held Bitmain discounts, together with the Cash Assets being purchased herein, solely to purchase additional Bitmain Miners.

SECTION 4.04 Prohibition on Variable Rate Transactions .

So long as Seller owns any Preferred Shares as a result of this transaction, Buyer shall not, without written consent of Seller, issue any Variable Security. As used herein, “Variable Security” shall mean any security issued by Buyer that (i) has or may have conversion rights of any kind, contingent, conditional or otherwise in which the number of shares that may be issued pursuant to such conversion right varies with the market price of Buyer’s common stock; (ii) is or may become convertible into Buyer’s common stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion or exercise price that varies with the market price of the common stock, even if such security only becomes convertible or exercisable following an event of default, the passage of time, or another trigger event or condition; or (iii) was issued or may be issued in the future in exchange for or in connection with any contract, security, or instrument, whether convertible or not, where the number of shares of common stock issued or to be issued is based upon or related in any way to the market price of the common stock, including, but not limited to, common stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

SECTION 4.05 Miscellaneous Covenants.

a) So long as any shares of Series B Preferred stock remains outstanding, Buyer shall not have the authority to engage a new transfer agent for Buyer without the express consent of Seller.

b) So long as any shares of Series B Preferred Stock remains outstanding, Buyer shall not adjust any term, condition, right, or covenant in the Certificate of Designation being allocated to Seller as consideration for Purchased Assets.

SECTION 4.06 Piggyback Registration Right .

If at any time while Seller owns the Series B Preferred Shares, Buyer shall notify Seller in writing at least fifteen (15) days prior to the filing of any registration statement under the Securities Act of 1933, as amended (the “ Securities Act ”), in connection with a public offering of shares of Buyer’s common stock (including, but not limited to, registration statements relating to secondary offerings of securities of Buyer but excluding any registration statements (i) on Form S-4 or S-8 (or any successor or substantially similar form), or of any employee stock option, stock purchase or compensation plan or of securities issued or issuable pursuant to such plan, or a dividend reinvestment plan, (ii) otherwise relating to any employee, benefit plan or corporate reorganization or other transactions covered by Rule 145 promulgated under the Securities Act, or (iii) on any registration form that does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the resale of the shares of common stock issuable upon conversation of the Series B Preferred Shares held by Seller or its Affiliates) and will afford Seller an opportunity to include in such registration statement all or part of the Series B Preferred Shares held by Seller or any of its Affiliates. In the event that Seller desires to include in any such registration statement all or any part of the Series B Preferred Shares held by Seller, Seller shall within ten (10) days after the above-described notice from Buyer, so notify Buyer in writing, including the number of shares of such Series B Shares that Seller wishes to include in such registration statement. In furtherance and not in limitation of the foregoing, Seller or its Affiliates shall have no rights pursuant to this Section 4.06 at such time as all shares of common stock issuable upon conversion of such Series B Preferred Shares held by Seller or its Affiliates may be sold without limitation pursuant to Rule 144.

Article V.

ADDITIONAL AGREEMENTS

SECTION 5.01 Confidentiality .

(a) Seller agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat and hold as confidential (and not disclose or provide access to any Person to) all information relating to trade secrets, processes, patent applications, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Purchased Assets, (ii) in the event that Seller or any such agent, representative, Affiliate, employee, officer or director becomes legally compelled to disclose any such information, provide Buyer with prompt written notice of such requirement so that Buyer may seek a protective order or other remedy or waive compliance with this Section 5.01, (iii) in the event that such protective order or other remedy is not obtained, or Buyer waives compliance with this Section 5.01, furnish only that portion of such confidential information which is legally required to be provided and exercise its best efforts to obtain assurances that confidential treatment will be accorded such information, and (iv) promptly furnish (prior to, at, or as soon as practicable following, the Closing) to Buyer any and all copies (in whatever form or medium) of all such confidential information then in the possession of Seller or any of its agents, representatives, Affiliates, employees, officers and directors and, except as otherwise required herein, destroy any and all additional copies then in the possession of Seller or any of its agents, representatives, Affiliates, employees, officers and directors of such information and of any analyses, compilations, studies or other documents prepared, in whole or in part, on the basis thereof; provided , however , that this sentence shall not apply to any information that, at the time of disclosure, is available publicly and was not disclosed in breach of this Agreement by Seller, its agents, representatives, Affiliates, employees, officers or directors; and provided, further, that, with respect to Intellectual Property, specific information shall not be deemed to be within the foregoing exception merely because it is embraced in general disclosures in the public domain. In addition, with respect to Intellectual Property, any combination of features or elements shall not be deemed to be within the foregoing exception merely because the individual features are in the public domain unless the combination itself and its principle of operation are in the public domain.

(b) Notwithstanding anything herein to the contrary, each party hereto (and its representatives, agents and employees) may consult any tax advisor regarding the tax treatment and tax structure of the transactions contemplated hereby, and may disclose to any person, without limitation of any kind, the tax treatment and tax structure of such transactions and all materials (including opinions and other tax analyses) that are provided relating to such treatment or structure.

SECTION 5.02 Conveyance Taxes .

Seller shall be liable for and shall hold Buyer harmless against any Conveyance Taxes which become payable in connection with the transactions contemplated by this Agreement. Seller, after the review and consent by Buyer, shall file such applications and documents as shall permit any such Conveyance Tax to be assessed and paid on or prior to the Closing in accordance with any available pre-sale filing procedure. Buyer shall execute and deliver all instruments and certificates necessary to enable Seller to comply with the foregoing. Buyer shall complete and execute a resale or other exemption certificate with respect to the inventory items sold hereunder, and shall provide Seller with an executed copy thereof.

SECTION 5.03 Further Action .

(a) Each of the parties hereto shall (and, as applicable, shall cause its Affiliates to) use all reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and the Ancillary Agreements to which it is a party and consummate and make effective the transactions contemplated hereby and thereby.

(b) After the Closing, if Seller or any of its Affiliates receives any payment, refund or other amount that is a Purchased Asset or is otherwise properly due and owing to Buyer, Seller shall promptly remit or shall cause to be remitted, such amount to Buyer. After the Closing, if Buyer or any of its Affiliates receives any payment, refund or other amount that is properly due and owing to Seller, Buyer shall promptly remit or shall cause to be remitted, such amount to Seller.

(c) Seller hereby irrevocably nominates, constitutes and appoints Buyer as the true and lawful attorney-in-fact of Seller (with full power of substitution) effective as of the Closing, and hereby authorizes Buyer, in the name of and on behalf of Seller, to execute, deliver, acknowledge, certify, file and record any document, to institute and prosecute any Action and to take any other action (on or at any time after the Closing) that Buyer may deem appropriate for the purpose of: (i) collecting, asserting, enforcing or perfecting any Claim, right or interest of any kind that is included in or relates to any of the Purchased Assets; or (ii) defending or compromising any Claim or Action relating to any of the Purchased Assets. The power of attorney referred to in the preceding sentence is and shall be coupled with an interest and shall be irrevocable, and shall survive the dissolution or insolvency of Seller.

Article VI.

Intentionally Omitted.

Article VII.

CONDITIONS TO CLOSING

SECTION 7.01 Conditions to Obligations of Seller .

The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants . The representations and warranties of Buyer contained in this Agreement and in any statement or certificate furnished to Seller pursuant to this Agreement shall be true and correct in all material respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties are made as of a specific date, in which case, the accuracy of such representations and warranties shall be determined as of that specific date; and the covenants and agreements contained in this Agreement to be complied with by Buyer on or before the Closing shall have been complied with in all material respects;

(b) No Prohibition . No temporary restraining order, preliminary or permanent injunction or other Governmental Order preventing the consummation of the transactions contemplated hereby shall have been issued by any court of competent jurisdiction and remain in effect, and there shall not be any Law enacted or deemed applicable to such transactions that makes consummation of such transactions illegal;

(c) No Proceeding or Litigation . No Action shall have been commenced by any Governmental Authority against Seller or Buyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement, which is reasonably likely to restrain, prevent or render unlawful the consummation of such transactions or to result in a Material Adverse Effect; and

(d) Closing Deliverables . Buyer shall have made the deliveries described in Section 2.06.

SECTION 7.02 Conditions to Obligations of Buyer .

The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or written waiver, at or prior to the Closing, of each of the following conditions:

(a) Representations, Warranties and Covenants . The representations and warranties of Seller contained in this Agreement and in any statement or certificate furnished to Buyer pursuant to this Agreement (i) that are not qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all material respects and (ii) that are qualified by "materiality" or "Material Adverse Effect" shall be true and correct in all respects, in each case, on and as of the date hereof and on and as of the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties are made as of a specific date, in which case, the accuracy of such representations and warranties shall be determined as of that specific date; and the covenants and agreements contained in this Agreement to be complied with by Seller on or before the Closing shall have been complied with in all material respects (but without regard to any "materiality" qualifiers contained therein); and

SECTION 7.03 No Proceeding or Litigation .

No Action shall have been commenced or threatened by or before any Governmental Authority against either Seller or Buyer, seeking to restrain or materially and adversely alter the transactions contemplated by this Agreement which, in the reasonable, good faith determination of Buyer, is likely to restrain, prevent or render unlawful the consummation of such transactions or to result in a Material Adverse Effect; and there shall not be pending or threatened any Action in which a Person (other than a Governmental Authority) is or is threatened to become a party in which there is a reasonable possibility of an outcome that would result in any damages or other relief that may be material to Buyer;

SECTION 7.04 Consents and Approvals .

Buyer and Seller shall have received, each in form and substance reasonably satisfactory to Buyer, all Governmental Authorizations and all third-party consents and estoppel certificates, if any, including, without limitation, the listing of the Shares on OTCQB and the approval of a Listing of Additional Shares application related thereto.

SECTION 7.05 No Material Adverse Effect .

No event or events shall have occurred, or be reasonably likely to occur, which, individually or in the aggregate, have, or could have, a Material Adverse Effect;

SECTION 7.06 Encumbrances .

All Encumbrances relating to the Purchased Assets shall have been released in full (and all filings with respect thereto terminated or amended to reflect and give full effect to such release).

SECTION 7.07 Closing Deliverables .

Seller shall have made the deliverables described in Section 2.05.

Article VIII.

INDEMNIFICATION

SECTION 8.01 Survival of Representations and Warranties .

(a) Intentionally Omitted.

(b) The representations and warranties of Buyer contained in this Agreement and the Ancillary Agreements shall survive the Closing and indefinitely. Neither the period of survival nor the liability of Buyer with respect to Buyer's representations and warranties shall be reduced by any investigation made at any time by or on behalf of Seller or by reason of any knowledge of Seller or any of its Affiliates or representatives with respect thereto or of any waiver by Seller of any condition hereunder. If written notice of a claim has been given by Seller to Buyer prior to the expiration of the expiration of the representations and warranties' applicable survival period, then, notwithstanding anything to the contrary contained in this Section 8.01(b), the relevant representations and warranties shall survive as to such claim (including any indemnification claim asserted by any Seller Indemnified Party under Section 8.02), until such claim has been finally resolved.

(c) For purposes of this Agreement, each statement or other item of information set forth in the Disclosure Schedule shall be deemed to be a representation and warranty made by Seller in this Agreement.

(d) All covenants and agreements of the parties contained in this Agreement shall survive the Closing indefinitely or for the period expressly specified therein.

SECTION 8.02 Indemnification by Buyer

(a) Provided that Seller is in compliance with the terms of Section 8.03 below, Seller and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a " Seller Indemnified Party ") shall be indemnified and held harmless by Buyer for and against any and all Losses suffered or incurred by them or to which they may otherwise become subject at any time (regardless of whether or not such Losses are related to any Third Party Claim), arising out of or resulting from:

(i) any breach of, or inaccuracy in, any representation or warranty made by Buyer. contained in this Agreement and the Ancillary Agreements, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(ii) any breach of any covenant or agreement by Buyer contained in this Agreement and the Ancillary Agreements;

(iii) any Action relating to any breach, Liability or matter of the types referred to in clauses "(i)" through "(ii)" above (including any Action commenced by a Seller Indemnified Party of the purpose of enforcing any of its rights under this Section 8.02).

(b) To the extent that Buyer's undertakings set forth in this Section 8.02 may be unenforceable, Buyer shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by Seller Indemnified Parties. To the extent that a claim for indemnification may be made by a Seller Indemnified Party under more than one provision of this Section 8.02, such Seller Indemnified Party may, in its sole discretion, make such claim pursuant to any, or all, of such provisions.

SECTION 8.03 Notice of Loss; Third Party Claims

(a) An Indemnified Party shall give the Indemnifying Party notice of any matter which an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (a " Notice of Claim "), within 60 days of such determination, stating the amount of the Loss, if known, and method of computation thereof. The Indemnifying Party shall have 10 Business Days after its receipt of a Notice of Claim to respond to the claim(s) described therein in a written notice to the Indemnified Party (a " Dispute Notice ") setting forth, in reasonable detail, the Indemnifying Party's objection(s) to the claim(s) and its bases for such objection(s). If the Indemnifying Party fails to provide a Dispute Notice with such time period, the Indemnifying Party will be deemed to have conceded the claim(s) set forth in the Notice of Claim. If the Indemnifying Party does not dispute, in its Dispute Notice, all of the claims set forth in the corresponding Notice of Claim, the Indemnifying Party shall be deemed to have conceded any claims to which it has not disputed in such Dispute Notice. If the Indemnifying Party provides a Dispute Notice within the required time period, the Indemnified Party and the Indemnifying Party shall negotiate in good faith resolution of the disputed claim(s) for a period of not less than 20 days after receipt by the Indemnified Party of the Dispute Notice. If the Indemnifying Party and the Indemnified Party are unable to resolve any such claim(s) within such time period, the Indemnified Party shall be entitled to pursue any remedies available to the Indemnified Party against the Indemnifying Party with respect to the unresolved claim(s).

(b) If an Indemnified Party shall receive notice of any Action, audit, demand or assessment (each, a " Third Party Claim ") against it or which may give rise to a claim for Loss under this Article VIII, within 30 days of the receipt of such notice, the Indemnified Party shall give the Indemnifying Party notice in reasonable detail of such Third Party Claim; provided , however , that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice (which shall be reasonably satisfactory to the Indemnified Party) if it gives notice of its intention to do so to the Indemnified Party within ten days of the receipt of such notice from the Indemnified Party. In such event, the Indemnified Party shall have the right to participate in the defense of the Third Party Claim with counsel selected by it, and the fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided , however , that if (i) the Indemnifying Party shall have failed to timely assume, or shall fail to diligently prosecute, the defense of the Third Party Claim, (ii) in the reasonable judgment of the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party or (B) there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the Indemnifying Party or (iii) the Third Party Claim (A) is asserted directly by or on behalf of a Person that is a supplier or customer of the Equipment or (B) seeks an injunction or other equitable relief against the Indemnified Party, then in each such case the Indemnified Party shall be entitled to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, at the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. No such Third Party Claim may be settled by the Indemnifying Party without the prior written consent of the Indemnified Party.

SECTION 8.04 Remedies Cumulative .

The indemnification rights of the parties under this Article VIII are independent of, and in addition to, such rights and remedies as the parties may have at Law or in equity or otherwise for any misrepresentation, breach of warranty or failure to fulfill any covenant, agreement or obligation hereunder on the part of any party hereto, including the right to seek specific performance, rescission or restitution, none of which rights or remedies shall be affected or diminished hereby.

Article IX.

TERMINATION, AMENDMENT AND WAIVER

SECTION 9.01 Termination .

This Agreement may be terminated at any time prior to the Closing:

(a) by Buyer if, between the date hereof and the Closing: (i) an event or condition occurs that has resulted in a Material Adverse Effect, (ii) any representations and warranties of Seller contained in this Agreement (1) that are not qualified by "materiality" or "Material Adverse Effect" shall not have been true and correct in all material respects when made or (2) that are qualified by "materiality" or "Material Adverse Effect" shall not have been true and correct when made, (iii) Seller shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it (without regard to any "materiality" qualifiers contained therein), (iv) it becomes that any of the conditions set forth in Article VII (taking into account any applicable cure period set forth in this Section 9.01(a)) will not be fulfilled by the Termination Date, unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing or (v) Seller makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against Seller seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization; provided , however , that in the case of clauses "(i)", "(ii)" and "(iii)" only, if the Material Adverse Effect, an inaccuracy in any of the representations and warranties of Seller as of a date subsequent to the date of this Agreement or a breach of a covenant by Seller, as the case may be, is curable by Seller through the use of reasonable efforts within ten days after Buyer notifies Seller in writing of the existence of such Material Adverse Effect, inaccuracy or breach, but in any event before the Termination Date (the " Seller Cure Period "), then Buyer may not terminate this Agreement under this Section 9.01(a) as a result of such inaccuracy or breach prior to the expiration of Seller Cure Period, provided Seller, during Seller Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Buyer may not terminate this Agreement pursuant to this Section 9.1(a) with respect to such inaccuracy or breach if such inaccuracy or breach is cured prior to the expiration of Seller Cure Period);

(b) by Seller if, between the date hereof and the Closing: (i) Buyer shall not have complied in all material respects with the covenants or agreements contained in this Agreement to be complied with by it (without regard to any "materiality" qualifiers contained therein), (ii) it becomes apparent to Buyer that any of the conditions set forth in Article VII (taking into account any applicable cure period set forth in this Section 9.01(b)) will not be fulfilled by the Termination Date, unless such failure shall be due to the failure of Seller to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing or (iii) Buyer makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against Buyer seeking to adjudicate any of them a bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief or composition of its debts under any Law relating to bankruptcy, insolvency or reorganization; provided , however , that in the case of clause "(i)" only, if a breach of a covenant by Buyer is curable by Buyer through the use of reasonable efforts within ten days after Seller notifies Buyer in writing of the existence of such inaccuracy or breach, but in any event before the Termination Date (the " Buyer Cure Period "), then Seller may not terminate this Agreement under this Section 9.1(b) as a result of such inaccuracy or breach prior to the expiration of the Buyer Cure Period, provided Buyer, during the Buyer Cure Period, continues to exercise reasonable efforts to cure such inaccuracy or breach (it being understood that Seller may not terminate this Agreement pursuant to this Section 9.01(b) with respect to such breach if such breach is cured prior to the expiration of the Buyer Cure Period);

(c) by either Buyer or Seller in the event that any Governmental Authority shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, ruling or other action shall have become final and no appealable; or

(d) by the mutual written consent of Seller and Buyer.

SECTION 9.02 Effect of Termination .

In the event of termination of this Agreement as provided in Section 9.01, this Agreement and the Ancillary Agreements shall forthwith become void (except for Article X hereof) and there shall be no liability on the part of either Party hereto except (a) as set forth in Sections 2.04, 5.03 and 10.01, and (b) that nothing herein shall relieve either Party from liability for any material breach of any representation or warranty, or willful breach of any covenant or obligation, contained in this Agreement.

Article X.

GENERAL PROVISIONS

SECTION 10.01 Expenses .

Except as otherwise specified in this Agreement, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 10.02 Notices .

All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service (with confirmation of receipt), by facsimile or e-mail of a PDF document (in each case, with confirmation of transmission) or registered or certified mail (postage prepaid, return receipt requested) to the respective parties hereto at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02):

(a) if to Seller:

DIGIMINE LLC

156 W Saddle River Road

Saddle River NJ, 07458

With a courtesy copy to:

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37 ^th Floor

New York, NY 10036

Attn: Darrin Ocasio, Esq.

dmocasio@srfkllp.com

(b) if to Buyer:

Integrated Ventures Inc.

73 Buck Road, Suite 2

Huntingdon Valley, PA 19006

With a courtesy copy to:

Michael Paige PLLC

1120 20 ^th Street NW

Suite 300 South Tower

Washington DC 20036

SECTION 10.03 Public Announcements .

Seller shall not, and shall not permit any of its Affiliates to, make any disclosure, to the public or otherwise, regarding this Agreement or the transactions contemplated hereby. Buyer will use reasonable efforts to provide Seller with advance notice of, and a reasonable opportunity to review and comment on, any press release or public communication Buyer intends to issue or make with respect to this Agreement or the transactions contemplated hereby; provided , however , that Buyer shall not, without Seller's prior written consent, make any disclosure regarding the Purchase Price, except to its employees, advisors, Affiliates and Affiliates' investors or as otherwise required by law rule or regulation.

SECTION 10.04 Severability .

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

SECTION 10.05 Entire Agreement .

This Agreement and the Ancillary Agreements constitute the entire agreement of the parties hereto with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between Seller and Buyer with respect to the subject matter hereof and thereof.

SECTION 10.06 Assignment .

This Agreement may not be assigned by operation of Law or otherwise without the express written consent of Seller and Buyer (which consent may be granted or withheld in the sole discretion of Seller or Buyer); provided , however , that Buyer may assign this Agreement or any of its rights and obligations hereunder to one or more Affiliates of Buyer or to a purchaser (by means of an asset or stock acquisition, merger, combination, reorganization or otherwise) of all or substantially all the assets constituting Purchased Assets, without the consent of Seller, provided that such assignment shall not relieve Buyer of its obligations under this Agreement.

SECTION 10.07 Amendment and Modification.

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.

SECTION 10.08 Waiver.

Either party to this Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered by the other party pursuant hereto or (c) waive compliance with any of the agreements of the other party or conditions to such party's obligations contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of this Agreement. The failure of either party hereto to assert any of its rights hereunder shall not constitute a waiver of any of such rights.

SECTION 10.09 No Third Party Beneficiaries .

The terms of this Agreement, the Ancillary Agreements, and all covenants, obligations, representations, and warranties contained herein and therein shall bind and inure to the benefit of the heirs, devisees, representatives, successors and assigns of the parties. Except for the provisions of Article VIII relating to indemnified parties, this Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any union or any employee or former employee of Seller, any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

SECTION 10.10 Specific Performance .

Seller acknowledges and agrees that Buyer would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by Buyer could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which Buyer may be entitled, at law or in equity, it shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of any of the provisions of this Agreement, without posting any bond or other undertaking.

SECTION 10.11 Governing Law .

(a) For purposes of clause "(b)" of this Section 10.11, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. For purposes of clause "(c)" of this Section 10.11, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State.

(b) All Actions arising out of or relating to this Agreement brought by any party hereto prior to or at the Closing shall be heard and determined exclusively in any federal court sitting in the City of New York; provided , however , that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in the City of New York City. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in New York, City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto during the Pre-Closing Period and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

(c) All Actions arising out of or relating to this Agreement brought by any party hereto after the Closing shall be heard and determined exclusively in any New York federal court sitting in the County of New York City; provided , however , that if such federal court does not have jurisdiction over such Action, such Action shall be heard and determined exclusively in any New York state court sitting in New York City. Consistent with the preceding sentence, the parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or state court sitting in the County of New York, City of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto after the Closing and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated by this Agreement may not be enforced in or by any of the above-named courts.

SECTION 10.12 Waiver of Jury Trial .

Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Party hereto hereby (a) certifies that no representative, agent or attorney of the other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 10.12.

SECTION 10.13 Currency.

Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in United States dollars.

SECTION 10.14 Intentionally Omitted.

SECTION 10.15 Counterparts .

This Agreement may be executed and delivered (including signatures sent by facsimile transmission or signatures electronically captured and emailed) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF ,Seller and Buyer have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

ON BEHALF OF SELLER :

DIGIMINE LLC

By:
/s/ Richard Fragiacomo

Print name:
Richard Fragiacomo

Title:

CTO

COMPANY:

Integrated Ventures, Inc.

By:
/s/ Steve Rubakh

Print name:
Steve Rubakh

Title:

CEO

EXHIBIT A

FORM OF

GENERAL ASSIGNMENT, BILL OF SALE AND ASSUMPTION AGREEMENT

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, DIGIMINE LLC, a Delaware limited liability company (“ Assignor ”), does hereby grant, bargain, transfer, sell, assign, convey and deliver to INTEGRATED VENTURES, INC, a Nevada corporation, or its assigns (“ Assignee ”), free and clear of any and all liens, encumbrances, charges or claims, all right, title and interest in and to the Purchased Assets, including the Equipment, Cash Assets and Lease, as such terms are defined in the Asset Purchase Agreement between the parties of even date herewith. Assignor, for itself, its successors and assigns, hereby covenants and agrees that, at any time and from time to time forthwith upon the written request of Assignee, at no additional cost to Assignor, Assignor will do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, each and all of such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may reasonably be required by Assignee in order to assign, transfer, set over, convey, assure and confirm unto and vest in Assignee, its successors and assigns, title to the assets sold, conveyed, transferred and delivered by this Assignment and Bill of Sale.

This Assignment and Bill of Sale is being executed and delivered by Assignor pursuant to the terms of the Asset Purchase Agreement executed between the parties simultaneously herewith.

Executed effective as of the 30 day of April, 2018.

	ASSIGNOR:

	DIGIMINE LLC

	/s/
	Name:
	Title:

Schedule 2

Assets

Equipment Summary:

Computer Workstation and its contents, which includes Siacoin UI.

ANTMINER S9 – Quantity: 75 *

ANTMINER A3 – Quantity: 22 *

Total Miners: 97

* - equipment is ordered and awaiting delivery from manufacturer

EXHIBIT 10.24

SECURITY AND PLEDGE AGREEMENT

This SECURITY AND PLEDGE AGREEMENT , dated as of April 30, 2018 (this “ Agreement ”), is among Integrated Ventures Inc., a Nevada corporation (the “ Company ”), all subsidiaries and affiliates of the Company that are a signatory hereto, either now or joined in the future (such subsidiaries and affiliates, the “ Guarantors ”), and DIGIMINE LLC, (the “Secured Party” or “Seller) the Seller of the Assets (“Assets”) listed in Schedule H hereto, and the Seller party to that certain Asset Purchase Agreement between the Company and the Secured Party dated April 30, 2018, (the “ APA ”) signatory hereto, their endorsees, transferees and assigns.

W I T N E S S E T H:

WHEREAS, the Secured Party has agreed to accept the Purchase Price in the APA over a period of time from the Company evidenced by the APA;

WHEREAS, in order to induce the Secured Party to transfer and sell the Assets evidenced by the APA where the full Purchase Price will be fully paid over a period of time, the Company has agreed to execute and deliver to the Secured Party this Agreement and to grant the Secured Party, and through the Agent (as defined in Section 18 hereof), a security interest in certain property of such Company to secure the prompt payment, performance and discharge in full of all of the Company’s obligations under the APA.

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

1. Certain Definitions . As used in this Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Agreement that are defined in Article 9 of the UCC (such as “account”, “chattel paper”, “commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”, “general intangibles”, “goods”, “instruments”, “inventory”, “investment property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”) shall have the respective meanings given such terms in Article 9 of the UCC.

(a) “ Collateral ” means the collateral in which the Secured Party is granted a security interest by this Agreement and which shall include the following personal property of the Company, whether presently owned or existing or hereafter acquired or coming into existence, wherever situated, and 0all additions and accessions thereto and all substitutions and replacements thereof, and all proceeds, products and accounts thereof, including, without limitation, all proceeds from the sale or transfer of the Collateral and of insurance covering the same and of any tort claims in connection therewith, and all dividends, interest, cash, notes, securities, equity interest or other property at any time and from time to time acquired, receivable or otherwise distributed in respect of, or in exchange for, any or all of the Assets (as defined below):

(i) All Assets Listed in Schedule H.

Notwithstanding the foregoing, nothing herein shall be deemed to constitute an assignment of any asset which, in the event of an assignment, becomes void by operation of applicable law or the assignment of which is otherwise prohibited by applicable law (in each case to the extent that such applicable law is not overridden by Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law); provided , however , that to the extent permitted by applicable law, this Agreement shall create a valid security interest in such asset and, to the extent permitted by applicable law, this Agreement shall create a valid security interest in the proceeds of such asset.

(a) “ Liens ” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

(b) intentionally omitted.

(e) “ Necessary Endorsement ” means undated stock powers endorsed in blank or other proper instruments of assignment duly executed and such other instruments or documents as the Agent (as that term is defined below) may reasonably request.

(f) “ Obligations ” means all of the liabilities and obligations (primary, secondary, direct, contingent, sole, joint or several) due or to become due, or that are now or may be hereafter contracted or acquired, or owing to, of the Company to the Secured Party, including, without limitation, all obligations under this Agreement, the APA, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith, in each case, whether now or hereafter existing, voluntary or involuntary, direct or indirect, absolute or contingent, liquidated or unliquidated, whether or not jointly owed with others, and whether or not from time to time decreased or extinguished and later increased, created or incurred, and all or any portion of such obligations or liabilities that are paid, to the extent all or any part of such payment is avoided or recovered directly or indirectly from any of the Secured Party as a preference, fraudulent transfer or otherwise as such obligations may be amended, supplemented, converted, extended or modified from time to time. Without limiting the generality of the foregoing, the term “Obligations” shall include, without limitation: (i) principal of, and interest on the APA and the loans extended pursuant thereto; (ii) any and all other fees, indemnities, costs, obligations and liabilities of the Company from time to time under or in connection with this Agreement, the APA, and any other instruments, agreements or other documents executed and/or delivered in connection herewith or therewith; and (iii) all amounts (including but not limited to post-petition interest) in respect of the foregoing that would be payable but for the fact that the obligations to pay such amounts are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving any Company.

(g) “ Organizational Documents ” means with respect to any Company, the documents by which such Company was organized (such as a certificate of incorporation, certificate of limited partnership or articles of organization, and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and which relate to the internal governance of such Company (such as bylaws, a partnership agreement or an operating, limited liability or members agreement).

(h) “ Permitted Liens ” means the following:

(i) Liens imposed by law for taxes that are not yet due or are being contested in good faith, which in each case, have been appropriately reserved for;

(ii) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in good faith;

(iii) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(v) Liens under this Agreement; and

(vi) any other Liens in favor of the Secured Party.

(i) “ Person ” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

(j) “ Pledged Interests ” means the ownership and other equity interests in partnerships and limited liability companies (if any) included in the Collateral.

(k) “ Assets ” shall have the meaning ascribed to such term in Section 4(i) and shall be listed in Schedule H.

(l) “ UCC ” means the Uniform Commercial Code of the State of Nevada and or any other applicable law of any state or states that have jurisdiction with respect to all, or any portion of, the Collateral or this Agreement, from time to time. It is the intent of the parties that defined terms in the UCC should be construed in their broadest sense so that the term “Collateral” will be construed in its broadest sense. Accordingly if there are, from time to time, changes to defined terms in the UCC that broaden the definitions, they are incorporated herein and if existing definitions in the UCC are broader than the amended definitions, the existing ones shall be controlling.

2. Grant of Security Interest in Collateral . As an inducement for the Secured Party to allow the Purchase Price to be fully paid over time as evidenced by the APA and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, Company hereby unconditionally and irrevocably pledges, grants and hypothecates to the Secured Party a perfected, first priority security interest in and to, a lien upon and a right of set-off against all of their respective right, title and interest of whatsoever kind and nature in and to, the Collateral (a “ Security Interest ” and, collectively, the “ Security Interests ”).

3. Delivery of Certain Collateral . Contemporaneously or prior to the execution of this Agreement, each Company shall deliver or cause to be delivered to the Agent (a) any and all certificates and other instruments representing or evidencing the Assets, and (b) any and all certificates and other instruments or documents representing any of the other Collateral, in each case, together with all Necessary Endorsements. The Company is, contemporaneously with the execution hereof, delivering to Agent, or have previously delivered to Agent, a true and correct copy of each Organizational Document governing any of the Assets. Each Guarantor has, pursuant to Section 8-103(c) of the UCC, elected in its Organizational Documents that the Pledged Interests shall be treated as securities governed by Article 8 of the UCC.

4. Representations, Warranties, Covenants and Agreements of the Company . Except as set forth under the corresponding section of the disclosure schedules delivered to the Secured Party concurrently herewith (the “ Disclosure Schedules ”), which Disclosure Schedules shall be deemed a part hereof, each Company represents and warrants to, and covenants and agrees with, the Secured Party as follows:

(a) Each Company has the requisite corporate, partnership, limited liability company or other power and authority to enter into this Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by each Company of this Agreement and the filings contemplated therein have been duly authorized by all necessary action on the part of such Company and no further action is required by such Company. This Agreement has been duly executed by each Company. This Agreement constitutes the legal, valid and binding obligation of each Company, enforceable against each Company in accordance with its terms except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and similar laws of general application relating to or affecting the rights and remedies of creditors and by general principles of equity.

(b) The Company has no place of business or offices where their respective books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as set forth on Schedule A attached hereto. Except as specifically set forth on Schedule A , each Company is the record owner of the real property where such Collateral is located, and there exist no mortgages or other liens on any such real property except for Liens as set forth on Schedule A . Except as disclosed on Schedule A , none of such Collateral is in the possession of any consignee, bailee, warehouseman, agent or processor.

(c) Except as set forth on Schedule B attached hereto, the Company, after execution of the APA and delivery of the Collateral the sole owners of the Collateral (except for non-exclusive licenses granted by any Company in the ordinary course of business), free and clear of any liens, security interests, encumbrances, rights or claims, and are fully authorized to grant the Security Interests. Except as set forth on Schedule C attached hereto, there is not on file in any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that will be filed in favor of the Secured Party pursuant to this Agreement) covering or affecting any of the Collateral. Except as set forth on Schedule C attached hereto and except pursuant to this Agreement, as long as this Agreement shall be in effect, the Company shall not execute and shall not knowingly permit to be on file in any such office or agency any other financing statement or other document or instrument (except to the extent filed or recorded in favor of the Secured Party pursuant to the terms of this Agreement).

(d) No written claim has been received that any Collateral or any Company’s use of any Collateral violates the rights of any third party. There has been no adverse decision to any Company’s claim of ownership rights in or exclusive rights to use the Collateral in any jurisdiction or to any Company’s right to keep and maintain such Collateral in full force and effect, and there is no proceeding involving said rights pending or, to the best knowledge of any Company, threatened before any court, judicial body, administrative or regulatory agency, arbitrator or other governmental authority.

(e) Each Company shall at all times maintain its books of account and records relating to the Collateral at its principal place of business and its Collateral at the locations set forth on Schedule A attached hereto and may not relocate such books of account and records or tangible Collateral unless it delivers to the Secured Party at least thirty (30) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the United States) and (ii) evidence that appropriate financing statements under the UCC and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interests to create in favor of the Secured Party a valid, perfected and continuing perfected first priority lien in the Collateral.

(f) This Agreement creates in favor of the Secured Party a valid first priority security interest in the Collateral, securing the payment and performance of the Obligations. Upon making the filings described in the immediately following paragraph, all security interests created hereunder in any Collateral which may be perfected by filing Uniform Commercial Code financing statements shall have been duly perfected. Except for (i) the filing of the Uniform Commercial Code financing statements referred to in the immediately following paragraph, (ii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to copyrights and copyright applications in the United States Copyright Office referred to in Section 4(mm), (iii) the recordation of the Intellectual Property Security Agreement (as defined in Section 4(p) hereof) with respect to patents and trademarks of the Companys in the United States Patent and Trademark Office referred to in Section 4(oo), (iv) the execution and delivery of deposit account control agreements satisfying the requirements of Section 9-104(a)(2) of the UCC with respect to each deposit account of the Companys, (v) if there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the execution and delivery of securities account control agreements satisfying the requirements of 9-106 of the UCC with respect to each such investment property of the Companys, and (vi) the delivery of the certificates and other instruments provided in Section 3, Section 4(aa) and Section 4(cc), no action is necessary to create, perfect or protect the security interests created hereunder. Without limiting the generality of the foregoing, except for the foregoing, no consent of any third parties and no authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for (x) the execution, delivery and performance of this Agreement, (y) the creation or perfection of the Security Interests created hereunder in the Collateral or (z) the enforcement of the rights of the Agent and the Secured Party hereunder.

(g) Each Company hereby authorizes the Agent to file one or more financing statements under the UCC, with respect to the Security Interests, with the proper filing and recording agencies in any jurisdiction deemed proper by it.

(h) The execution, delivery and performance of this Agreement by the Companys does not (i) violate any of the provisions of any Organizational Documents of any Company or any judgment, decree, order or award of any court, governmental body or arbitrator or any applicable law, rule or regulation applicable to any Company or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing any Company’s debt or otherwise) or other understanding to which any Company is a party or by which any property or asset of any Company is bound or affected. If any, all required consents (including, without limitation, from stockholders or creditors of any Company) necessary for any Company to enter into and perform its obligations hereunder have been obtained.

(i) The capital stock and other equity interests listed on Schedule H hereto (the “ Assets ”) represent all of the capital stock and other equity interests of the Guarantors, and represent all capital stock and other equity interests owned, directly or indirectly, by the Company. All of the Assets are validly issued, fully paid and nonassessable, and the Company is the legal and beneficial owner of the Assets, free and clear of any lien, security interest or other encumbrance except for the security interests created by this Agreement and other Permitted Liens as set forth on Schedule A hereto.

(j) [Intentionally Omitted.]

(k) Each Company shall at all times maintain the liens and Security Interests provided for hereunder as valid and perfected, first priority liens and security interests in the Collateral in favor of the Secured Party until this Agreement and the Security Interest hereunder shall be terminated pursuant to Section 14 hereof. Each Company hereby agrees to defend the same against the claims of any and all persons and entities. Each Company shall safeguard and protect all Collateral for the account of the Secured Party. At the request of the Agent, each Company will sign and deliver to the Agent on behalf of the Secured Party at any time or from time to time one or more financing statements pursuant to the UCC in form reasonably satisfactory to the Agent and will pay the cost of filing the same in all public offices wherever filing is, or is deemed by the Agent to be, necessary or desirable to effect the rights and obligations provided for herein. Without limiting the generality of the foregoing, each Company shall pay all fees, taxes and other amounts necessary to maintain the Collateral and the Security Interests hereunder, and each Company shall obtain and furnish to the Agent from time to time, upon demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interests hereunder.

(l) The Company will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral (except for non-exclusive licenses granted by a Company in its ordinary course of business, sales of inventory by a Company in its ordinary course of business and the replacement of worn-out or obsolete equipment by a Company in its ordinary course of business) without the prior written consent of a Majority in Interest.

(m) The Company shall keep and preserve its equipment, inventory and other tangible Collateral in good condition, repair and order and shall not operate or locate any such Collateral (or cause to be operated or located) in any area excluded from insurance coverage.

(n) The Company shall maintain with financially sound and reputable insurers, insurance with respect to the Collateral, including Collateral hereafter acquired, against loss or damage of the kinds and in the amounts customarily insured against by entities of established reputation having similar properties similarly situated and in such amounts as are customarily carried under similar circumstances by other such entities and otherwise as is prudent for entities engaged in similar businesses but in any event sufficient to cover the full replacement cost thereof. Each Company shall cause each insurance policy issued in connection herewith to provide, and the insurer issuing such policy to certify to the Agent, that (a) the Agent will be named as lender loss payee and additional insured under each such insurance policy; (b) if such insurance be proposed to be cancelled or materially changed for any reason whatsoever, such insurer will promptly notify the Agent and such cancellation or change shall not be effective as to the Agent for at least thirty (30) days after receipt by the Agent of such notice, unless the effect of such change is to extend or increase coverage under the policy; and (c) the Agent will have the right (but no obligation) at its election to remedy any default in the payment of premiums within thirty (30) days of notice from the insurer of such default. If no Event of Default (as defined in the APA) exists and if the proceeds arising out of any claim or series of related claims do not exceed $100,000, loss payments in each instance will be applied by the applicable Company to the repair and/or replacement of property with respect to which the loss was incurred to the extent reasonably feasible, and any loss payments or the balance thereof remaining, to the extent not so applied, shall be payable to the applicable Company; provided , however , that payments received by any Company after an Event of Default occurs and is continuing or in excess of $100,000 for any occurrence or series of related occurrences shall be paid to the Agent on behalf of the Secured Party and, if received by such Company, shall be held in trust for the Secured Party and immediately paid over to the Agent unless otherwise directed in writing by the Agent. Copies of such policies or the related certificates, in each case, naming the Agent as lender loss payee and additional insured shall be delivered to the Agent at least annually and at the time any new policy of insurance is issued.

(o) The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any material adverse change in the Collateral, and of the occurrence of any event which would have a material adverse effect on the value of the Collateral or on the Secured Party’ security interest, through the Agent, therein.

(p) The Company shall promptly execute and deliver to the Agent such further deeds, mortgages, assignments, security agreements, financing statements or other instruments, documents, certificates and assurances and take such further action as the Agent may from time to time request and may in its sole discretion deem necessary to perfect, protect or enforce the Secured Party’ security interest in the Collateral including, without limitation, if applicable, the execution and delivery of a separate security agreement with respect to each Company’s Intellectual Property (“ Intellectual Property Security Agreement ”) in which the Secured Party have been granted a security interest hereunder, substantially in a form reasonably acceptable to the Agent, which Intellectual Property Security Agreement, other than as stated therein, shall be subject to all of the terms and conditions hereof.

(q) Upon reasonable prior notice (so long as no Event of Default has occurred or continuing, which in either such event, no prior notice is required), each Company shall permit the Agent and its representatives and agents to inspect the Collateral during normal business hours and to make copies of records pertaining to the Collateral as may be reasonably requested by the Agent from time to time.

(r) The Company shall take all steps reasonably necessary to diligently pursue and seek to preserve, enforce and collect any rights, claims, causes of action and accounts receivable in respect of the Collateral.

(s) The Company shall promptly notify the Secured Party in sufficient detail upon becoming aware of any attachment, garnishment, execution or other legal process levied against any Collateral and of any other information received by such Company that may materially affect the value of the Collateral, the Security Interest or the rights and remedies of the Secured Party hereunder.

(t) All information heretofore, herein or hereafter supplied to the Secured Party by or on behalf of any Company with respect to the Collateral is accurate and complete in all material respects as of the date furnished.

(u) The Company shall at all times preserve and keep in full force and effect their respective valid existence and good standing and any rights and franchises material to its business.

(v) The Company will change its name, type of organization, jurisdiction of organization, organizational identification number (if it has one), legal or corporate structure, or identity, or add any new fictitious name unless it provides at least thirty (30) days prior written notice to the Secured Party of such change and, at the time of such written notification, such Company provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(w) Except in the ordinary course of business, no Company may consign any of its inventory or sell any of its inventory on bill and hold, sale or return, sale on approval, or other conditional terms of sale without the consent of the Agent which shall not be unreasonably withheld.

(x) The Company may relocate its chief executive office to a new location without providing thirty (30) days prior written notification thereof to the Secured Party and so long as, at the time of such written notification, such Company provides any financing statements or fixture filings necessary to perfect and continue the perfection of the Security Interests granted and evidenced by this Agreement.

(y) The Company was organized and remains organized solely under the laws of the state set forth next to such Company’s name in Schedule D attached hereto, which Schedule D sets forth each Company’s organizational identification number or, if any Company does not have one, states that one does not exist.

(z) (i) The actual name of each Company is the name set forth in Schedule D attached hereto; (ii) no Company has any trade names except as set forth on Schedule E attached hereto; (iii) no Company has used any name other than that stated in the preamble hereto or as set forth on Schedule E for the preceding five (5) years; and (iv) no entity has merged into any Company or been acquired by any Company within the past five years except as set forth on Schedule E .

(aa) At any time and from time to time that any Collateral consists of instruments, certificated securities or other items that require or permit possession by the secured party to perfect the security interest created hereby, the applicable Company shall deliver such Collateral to the Agent.

(bb) The Company, in its capacity as issuer, hereby agrees to comply with any and all orders and instructions of Agent regarding the Pledged Interests consistent with the terms of this Agreement without the further consent of any Company as contemplated by Section 8-106 (or any successor section) of the UCC. Further, each Company agrees that it shall not enter into a similar agreement (or one that would confer “control” within the meaning of Article 8 of the UCC) with any other person or entity.

(cc) The Company shall cause all tangible chattel paper constituting Collateral to be delivered to the Agent, or, if such delivery is not possible, then to cause such tangible chattel paper to contain a legend noting that it is subject to the security interest created by this Agreement. To the extent that any Collateral consists of electronic chattel paper, the applicable Company shall cause the underlying chattel paper to be “marked” within the meaning of Section 9-105 of the UCC (or successor Section thereto).

(dd) If there is any investment property or deposit account included as Collateral that can be perfected by “control” through an account control agreement, the applicable Company shall cause such an account control agreement, in form and substance in each case satisfactory to the Agent, to be entered into and delivered to the Agent for the benefit of the Secured Party.

(ee) To the extent that any Collateral consists of letter-of-credit rights, the applicable Company shall cause the issuer of each underlying letter of credit to consent to an assignment of the proceeds thereof to the Secured Party.

(ff) To the extent that any Collateral is in the possession of any third party, the applicable Company shall join with the Agent in notifying such third party of the Secured Party’ security interest in such Collateral and shall use its best efforts to obtain an acknowledgement and agreement from such third party with respect to the Collateral, in form and substance reasonably satisfactory to the Agent.

(gg) If any Company shall at any time hold or acquire a commercial tort claim, such Company shall promptly notify the Secured Party in a writing signed by such Company of the particulars thereof and grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to the Agent.

(hh) The Company shall immediately provide written notice to the Secured Party of any and all accounts which arise out of contracts with any governmental authority and, to the extent necessary to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof, shall execute and deliver to the Agent an assignment of claims for such accounts and cooperate with the Agent in taking any other steps required, in its judgment, under the Federal Assignment of Claims Act or any similar federal, state or local statute or rule to perfect or continue the perfected status of the Security Interests in such accounts and proceeds thereof.

(ii) The Company shall cause each subsidiary of such Company to immediately become a party hereto (an “ Additional Company ”), by executing and delivering an Additional Company Joinder in substantially the form of Annex A attached hereto and comply with the provisions hereof applicable to the Company. Concurrent therewith, the Additional Company shall deliver replacement schedules for, or supplements to all other Disclosure Schedules to (or referred to in) this Agreement, as applicable, which replacement schedules shall supersede, or supplements shall modify, the Disclosure Schedules then in effect. The Additional Company shall also deliver such opinions of counsel, authorizing resolutions, good standing certificates, incumbency certificates, organizational documents, financing statements and other information and documentation as the Agent may reasonably request. Upon delivery of the foregoing to the Agent, the Additional Company shall be and become a party to this Agreement with the same rights and obligations as the Company, for all purposes hereof as fully and to the same extent as if it were an original signatory hereto and shall be deemed to have made the representations, warranties and covenants set forth herein as of the date of execution and delivery of such Additional Company Joinder, and all references herein to the “Company” shall be deemed to include each Additional Company.

(jj) intentionally omitted

(kk) intentionally omitted

(ll) In the event that, upon an occurrence of an Event of Default, Agent shall sell all or any of the Assets to another party or parties (herein called the “ Transferee ”) or shall purchase or retain all or any of the Assets, each Company shall, to the extent applicable: (i) deliver to Agent or the Transferee, as the case may be, the articles of incorporation, bylaws, minute books, stock certificate books, corporate seals, deeds, leases, indentures, agreements, evidences of indebtedness, books of account, financial records and all other Organizational Documents and records of the Company and their direct and indirect subsidiaries (but not including any items subject to the attorney-client privilege related to this Agreement or any of the transactions hereunder); (ii) use its best efforts to obtain resignations of the persons then serving as officers and directors of the Company and their direct and indirect subsidiaries, if so requested; and (iii) use its best efforts to obtain any approvals that are required by any governmental or regulatory body in order to permit the sale of the Assets to the Transferee or the purchase or retention of the Assets by Agent and allow the Transferee or Agent to continue the business of the Company and their direct and indirect subsidiaries.

(mm) Without limiting the generality of the other obligations of the Company hereunder, each Company shall promptly (i) cause to be registered at the United States Copyright Office all of its material copyrights, (ii) cause the security interest contemplated hereby with respect to all Intellectual Property registered at the United States Copyright Office or United States Patent and Trademark Office to be duly recorded at the applicable office, and (iii) give the Agent notice whenever it acquires (whether absolutely or by license) or creates any additional material Intellectual Property.

(nn) The Company will from time to time, at the joint and several expense of the Company, promptly execute and deliver all such further instruments and documents, and take all such further action as may be necessary or desirable, or as the Agent may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce their rights and remedies hereunder and with respect to any Collateral or to otherwise carry out the purposes of this Agreement.

(oo) Intentionally Omitted

(pp) Except as set forth on Schedule G attached hereto, none of the account Company or other persons or entities obligated on any of the Collateral is a governmental authority covered by the Federal Assignment of Claims Act or any similar federal, state or local statute or rule in respect of such Collateral.

5. Effect of Pledge on Certain Rights . If any of the Collateral subject to this Agreement consists of nonvoting equity or ownership interests (regardless of class, designation, preference or rights) that may be converted into voting equity or ownership interests upon the occurrence of certain events (including, without limitation, upon the transfer of all or any of the other stock or assets of the issuer), it is agreed by Companys that the pledge of such equity or ownership interests pursuant to this Agreement or the enforcement of any of Agent’s rights hereunder shall not be deemed to be the type of event which would trigger such conversion rights notwithstanding any provisions in the Organizational Documents or agreements to which any Company is subject or to which any Company is party.

6. Defaults . The following events shall be “ Events of Default ”:

(a) The occurrence of an Event of Default (as defined in the APA) under the APA;

(b) Any representation or warranty of any Company in this Agreement shall prove to have been incorrect in any material respect when made;

(c) The failure by any Company to observe or perform any of its obligations hereunder for five (5) days after delivery to such Company of notice of such failure by or on behalf of a Secured Party unless such default is capable of cure but cannot be cured within such time frame and such Company is using best efforts to cure same in a timely fashion; or

(d) If any provision of this Agreement shall at any time for any reason be declared to be null and void, or the validity or enforceability thereof shall be contested by any Company, or a proceeding shall be commenced by any Company, or by any governmental authority having jurisdiction over any Company, seeking to establish the invalidity or unenforceability thereof, or any Company shall deny that any Company has any liability or obligation purported to be created under this Agreement.

7. Duty to Hold in Trust .

(a) Upon the occurrence of any Event of Default and at any time thereafter, each Company shall, upon receipt of any revenue, income, dividend, interest or other sums subject to the Security Interests, whether payable pursuant to the APA or otherwise, or of any check, draft, APA, trade acceptance or other instrument evidencing an obligation to pay any such sum, hold the same in trust for the Secured Party and shall forthwith endorse and transfer any such sums or instruments, or both, to the Secured Party, pro-rata in proportion to their respective then-currently outstanding principal amount of the APA for application to the satisfaction of the Obligations (and if the APA is not outstanding, pro-rata in proportion to the initial purchases of the APA).

(b) If any Company shall become entitled to receive or shall receive any securities or other property (including, without limitation, shares of Assets or instruments representing Assets acquired after the date hereof, or any options, warrants, rights or other similar property or certificates representing a dividend, or any distribution in connection with any recapitalization, reclassification or increase or reduction of capital, or issued in connection with any reorganization of such Company or any of its direct or indirect subsidiaries) in respect of the Assets (whether as an addition to, in substitution of, or in exchange for, such Assets or otherwise), such Company agrees to (i) accept the same as the agent of the Secured Party; (ii) hold the same in trust on behalf of and for the benefit of the Secured Party; and (iii) to deliver any and all certificates or instruments evidencing the same to Agent on or before the close of business on the fifth (5th) business day following the receipt thereof by such Company, in the exact form received together with the Necessary Endorsements, to be held by Agent subject to the terms of this Agreement as Collateral.

8. Rights and Remedies Upon Default .

(a) Upon the occurrence of any Event of Default and at any time thereafter, the Secured Party, acting through the Agent, shall have the right to exercise all of the remedies conferred hereunder and under the APA, and the Secured Party shall have all the rights and remedies of a secured party under the UCC. Without limitation, the Agent, for the benefit of the Secured Party, shall have the following rights and powers:

(i) The Agent shall have the right to take possession of the Collateral and, for that purpose, enter, with the aid and assistance of any person, any premises where the Collateral, or any part thereof, is or may be placed and remove the same, and each Company shall assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Company’s premises or elsewhere, and make available to the Agent, without rent, all of such Company’s respective premises and facilities for the purpose of the Agent taking possession of, removing or putting the Collateral in saleable or disposable form.

(ii) Upon notice to the Company by Agent, all rights of each Company to exercise the voting and other consensual rights which it would otherwise be entitled to exercise and all rights of each Company to receive the dividends and interest which it would otherwise be authorized to receive and retain, shall cease. Upon such notice, Agent shall have the right to receive, for the benefit of the Secured Party, any interest, cash dividends or other payments on the Collateral and, at the option of Agent, to exercise in such Agent’s discretion all voting rights pertaining thereto. Without limiting the generality of the foregoing, Agent shall have the right (but not the obligation) to exercise all rights with respect to the Collateral as it were the sole and absolute owner thereof, including, without limitation, to vote and/or to exchange, at its sole discretion, any or all of the Collateral in connection with a merger, reorganization, consolidation, recapitalization or other readjustment concerning or involving the Collateral or any Company or any of its direct or indirect subsidiaries.

(iii) The Agent shall have the right to operate the business of each Company using the Collateral and shall have the right to assign, sell, lease or otherwise dispose of and deliver all or any part of the Collateral, at public or private sale or otherwise, either with or without special conditions or stipulations, for cash or on credit or for future delivery, in such parcel or parcels and at such time or times and at such place or places, and upon such terms and conditions as the Agent may deem commercially reasonable, all without (except as shall be required by applicable statute and cannot be waived) advertisement or demand upon or notice to any Company or right of redemption of a Company, which are hereby expressly waived. Upon each such sale, lease, assignment or other transfer of Collateral, the Agent, for the benefit of the Secured Party, may, unless prohibited by applicable law which cannot be waived, purchase all or any part of the Collateral being sold, free from and discharged of all trusts, claims, right of redemption and equities of any Company, which are hereby waived and released.

(iv) The Agent shall have the right (but not the obligation) to notify any account Company and any obligors under instruments or accounts to make payments directly to the Agent, on behalf of the Secured Party, and to enforce the Company’s rights against such account Company and obligors.

(v) The Agent, for the benefit of the Secured Party, may (but is not obligated to) direct any financial intermediary or any other person or entity holding any investment property to transfer the same to the Agent, on behalf of the Secured Party, or its designee.

(vi) The Agent may (but is not obligated to) transfer any or all Intellectual Property registered in the name of any Company at the United States Patent and Trademark Office and/or Copyright Office into the name of the Secured Party or any designee or any purchaser of any Collateral.

(b) The Agent shall comply with any applicable law in connection with a disposition of Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. The Agent may sell the Collateral without giving any warranties and may specifically disclaim such warranties. If the Agent sells any of the Collateral on credit, the Company will only be credited with payments actually made by the Purchaser. In addition, each Company waives (except as shall be required by applicable statute and cannot be waived) any and all rights that it may have to a judicial hearing in advance of the enforcement of any of the Agent’s rights and remedies hereunder, including, without limitation, its right following an Event of Default to take immediate possession of the Collateral and to exercise its rights and remedies with respect thereto.

(c) For the purpose of enabling the Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, each Company hereby grants to the Agent, for the benefit of the Agent and the Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Company) to use, license or sublicense following an Event of Default, any Intellectual Property now owned or hereafter acquired by such Company, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.

9. Applications of Proceeds . The proceeds of any such sale, lease or other disposition of the Collateral hereunder or from payments made on account of any insurance policy insuring any portion of the Collateral shall be applied first, to the expenses of retaking, holding, storing, processing and preparing for sale, selling, and the like (including, without limitation, any taxes, fees and other costs incurred in connection therewith) of the Collateral, to the reasonable attorneys’ fees and expenses incurred by the Agent in enforcing the Secured Party’ rights hereunder and in connection with collecting, storing and disposing of the Collateral, and then to satisfaction of the Obligations pro rata among the Secured Party (based on then-outstanding principal amounts of the APA at the time of any such determination), and to the payment of any other amounts required by applicable law, after which the Secured Party shall pay to the applicable Company any surplus proceeds. If, upon the sale, license or other disposition of the Collateral, the proceeds thereof are insufficient to pay all amounts to which the Secured Party are legally entitled, the Company will be liable for the deficiency, together with interest thereon, at the rate of 18% per annum or the lesser amount permitted by applicable law (the “ Default Rate ”), and the reasonable fees of any attorneys employed by the Secured Party to collect such deficiency. To the extent permitted by applicable law, each Company waives all claims, damages and demands against the Secured Party arising out of the repossession, removal, retention or sale of the Collateral, unless due solely to the gross negligence or willful misconduct of the Secured Party as determined by a final judgment (not subject to further appeal) of a court of competent jurisdiction.

10. Securities Law Provision . Each Company recognizes that Agent may be limited in its ability to effect a sale to the public of all or part of the Assets by reason of certain prohibitions in the Securities Act of 1933, as amended, or other federal or state securities laws (collectively, the “ Securities Laws ”), and may be compelled to resort to one or more sales to a restricted group of purchasers who may be required to agree to acquire the Assets for their own account, for investment and not with a view to the distribution or resale thereof. Each Company agrees that sales so made may be at prices and on terms less favorable than if the Assets were sold to the public, and that Agent has no obligation to delay the sale of any Assets for the period of time necessary to register the Assets for sale to the public under the Securities Laws. Each Company shall cooperate with Agent in its attempt to satisfy any requirements under the Securities Laws (including, without limitation, registration thereunder if requested by Agent) applicable to the sale of the Assets by Agent.

11. Costs and Expenses . Each Company agrees to pay all reasonable out-of-pocket fees, costs and expenses incurred in connection with any filing required hereunder, including without limitation, any financing statements pursuant to the UCC, continuation statements, partial releases and/or termination statements related thereto or any expenses of any searches reasonably required by the Agent. The Company shall also pay all other claims and charges which in the reasonable opinion of the Agent is reasonably likely to prejudice, imperil or otherwise affect the Collateral or the Security Interests therein. The Company will also, upon demand, pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the Secured Party, may incur in connection with the creation, perfection, protection, satisfaction, foreclosure, collection or enforcement of the Security Interest and the preparation, administration, continuance, amendment or enforcement of this Agreement and pay to the Agent the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Agent, for the benefit of the Secured Party, and the Secured Party may incur in connection with (i) the enforcement of this Agreement, (ii) the custody or preservation of, or the sale of, collection from, or other realization upon, any of the Collateral, or (iii) the exercise or enforcement of any of the rights of the Secured Party under the APA. Until so paid, any fees payable hereunder shall be added to the principal amount of the APA and shall bear interest at the Default Rate.

12. Responsibility for Collateral . The Company assume all liabilities and responsibility in connection with all Collateral, and the Obligations shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason. Without limiting the generality of the foregoing and except as required by applicable law, (a) neither the Agent nor any Secured Party (i) has any duty (either before or after an Event of Default) to collect any amounts in respect of the Collateral or to preserve any rights relating to the Collateral, or (ii) has any obligation to clean-up or otherwise prepare the Collateral for sale, and (b) each Company shall remain obligated and liable under each contract or agreement included in the Collateral to be observed or performed by such Company thereunder. Neither the Agent nor any Secured Party shall have any obligation or liability under any such contract or agreement by reason of or arising out of this Agreement or the receipt by the Agent or any Secured Party of any payment relating to any of the Collateral, nor shall the Agent or any Secured Party be obligated in any manner to perform any of the obligations of any Company under or pursuant to any such contract or agreement, to make inquiry as to the nature or sufficiency of any payment received by the Agent or any Secured Party in respect of the Collateral or as to the sufficiency of any performance by any party under any such contract or agreement, to present or file any claim, to take any action to enforce any performance or to collect the payment of any amounts which may have been assigned to the Agent or to which the Agent or any Secured Party may be entitled at any time or times.

13. Security Interests Absolute . All rights of the Secured Party and all obligations of each Company hereunder, shall be absolute and unconditional, irrespective of: (a) any lack of validity or enforceability of this Agreement, the APA or any agreement entered into in connection with the foregoing, or any portion hereof or thereof, against any other Company; (b) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the APA or any other agreement entered into in connection with the foregoing; (c) any exchange, release or nonperfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guarantee, or any other security, for all or any of the Obligations; (d) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (e) any other circumstance which might otherwise constitute any legal or equitable defense available to a Company, or a discharge of all or any part of the Security Interests granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations. Each Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, each Company’s obligations hereunder shall survive cancellation of this Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. Each Company waives all right to require the Secured Party to proceed against any other person or entity or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. Each Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

14. Term of Agreement . This Agreement and the Security Interests shall terminate on the date on which all payments under the APA have been indefeasibly paid in full and all other Obligations have been paid or discharged; provided, however, that all indemnities of the Company contained in this Agreement (including, without limitation, Annex B hereto) shall survive and remain operative and in full force and effect regardless of the termination of this Agreement.

15. Power of Attorney; Further Assurances .

(a) Each Company authorizes the Agent, and does hereby make, constitute and appoint the Agent and its officers, agents, successors or assigns with full power of substitution, as such Company’s true and lawful attorney-in-fact, with power, in the name of the Agent or such Company, to, after the occurrence and during the continuance of an Event of Default, (i) endorse any APA, checks, drafts, money orders or other instruments of payment (including payments payable under or in respect of any policy of insurance) in respect of the Collateral that may come into possession of the Agent; (ii) to sign and endorse any financing statement pursuant to the UCC or any invoice, freight or express bill, bill of lading, storage or warehouse receipts, drafts against Company, assignments, verifications and notices in connection with accounts, and other documents relating to the Collateral; (iii) to pay or discharge taxes, liens, security interests or other encumbrances at any time levied or placed on or threatened against the Collateral; (iv) to demand, collect, receipt for, compromise, settle and sue for monies due in respect of the Collateral; (v) to transfer any Intellectual Property or provide licenses respecting any Intellectual Property; and (vi) generally, at the option of the Agent, and at the expense of the Company, at any time, or from time to time, to execute and deliver any and all documents and instruments and to do all acts and things which the Agent deems necessary to protect, preserve and realize upon the Collateral and the Security Interests granted therein in order to effect the intent of this Agreement and the APA all as fully and effectually as the Company might or could do; and each Company hereby ratifies all that said attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding. The designation set forth herein shall be deemed to amend and supersede any inconsistent provision in the Organizational Documents or other documents or agreements to which any Company is subject or to which any Company is a party. Without limiting the generality of the foregoing, after the occurrence and during the continuance of an Event of Default, each Secured Party is specifically authorized to execute and file any applications for or instruments of transfer and assignment of any patents, trademarks, copyrights or other Intellectual Property with the United States Patent and Trademark Office and the United States Copyright Office.

(b) On a continuing basis, each Company will make, execute, acknowledge, deliver, file and record, as the case may be, with the proper filing and recording agencies in any jurisdiction, including, without limitation, the jurisdictions indicated on Schedule C attached hereto, all such instruments, and take all such action as may reasonably be deemed necessary or advisable, or as reasonably requested by the Agent, to perfect the Security Interests granted hereunder and otherwise to carry out the intent and purposes of this Agreement, or for assuring and confirming to the Agent the grant or perfection of a perfected security interest in all the Collateral under the UCC.

(c) Each Company hereby irrevocably appoints the Agent as such Company’s attorney-in-fact, with full authority in the place and instead of such Company and in the name of such Company, from time to time in the Agent’s discretion, to take any action and to execute any instrument which the Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including the filing, in its sole discretion, of one or more financing or continuation statements and amendments thereto, relative to any of the Collateral without the signature of such Company where permitted by law, which financing statements may (but need not) describe the Collateral as “all assets” or “all personal property” or words of like import, and ratifies all such actions taken by the Agent. This power of attorney is coupled with an interest and shall be irrevocable for the term of this Agreement and thereafter as long as any of the Obligations shall be outstanding.

16. Notices . All notices, requests, demands and other communications hereunder shall be subject to the notice provision of the APA.

17. Other Security . To the extent that the Obligations are now or hereafter secured by property other than the Collateral or by the guarantee, endorsement or property of any other person, firm, corporation or other entity, then the Agent shall have the right, in its sole discretion, to pursue, relinquish, subordinate, modify or take any other action with respect thereto, without in any way modifying or affecting any of the Secured Party’ rights and remedies hereunder.

18. Agent

The “Agent” shall be DIGIMINE LLC.

19. Miscellaneous .

(a) No course of dealing between the Company and the Secured Party, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the APA shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b) All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the APA or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

(c) This Agreement, together with the exhibits and schedules hereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the exhibits and schedules hereto. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and the Secured Party.

(d) If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(e) No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

(f) This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company and the Guarantors may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Secured Party (other than by merger). Any Secured Party may assign any or all of its rights under this Agreement to any Person to whom such Secured Party assigns or transfers any Obligations, provided such transferee agrees in writing to be bound, with respect to the transferred Obligations, by the provisions of this Agreement that apply to the “Secured Party.”

(g) Each party shall take such further action and execute and deliver such further documents as may be necessary or appropriate in order to carry out the provisions and purposes of this Agreement.

(h) Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, all questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflicts of law thereof. Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, each Company agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and the APA (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Monmouth County New Jersey applying Nevada Choice of Law. Except to the extent mandatorily governed by the jurisdiction or situs where the Collateral is located, each Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting Monmouth County New Jersey for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

(i) This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid binding obligation of the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature were the original thereof.

(j) The Company shall jointly and severally be liable for the obligations of each Company to the Secured Party hereunder.

(k) Each Company shall indemnify, reimburse and hold harmless the Agent and the Secured Party and their respective partners, members, shareholders, officers, directors, employees and agents (and any other persons with other titles that have similar functions) (collectively, “ Indemnitees ”) from and against any and all losses, claims, liabilities, damages, penalties, suits, costs and expenses, of any kind or nature, (including fees relating to the cost of investigating and defending any of the foregoing) imposed on, incurred by or asserted against such Indemnitee in any way related to or arising from or alleged to arise from this Agreement or the Collateral, except any such losses, claims, liabilities, damages, penalties, suits, costs and expenses which result from the gross negligence or willful misconduct of the Indemnitee as determined by a final, nonappealable decision of a court of competent jurisdiction. This indemnification provision is in addition to, and not in limitation of, any other indemnification provision in the APA, or any other agreement, instrument or other document executed or delivered in connection herewith or therewith.

(l) Nothing in this Agreement shall be construed to subject Agent or any Secured Party to liability as a partner in any Company or any if its direct or indirect subsidiaries that is a partnership or as a member in any Company or any of its direct or indirect subsidiaries that is a limited liability company, nor shall Agent or any Secured Party be deemed to have assumed any obligations under any partnership agreement or limited liability company agreement, as applicable, of any such Company or any of its direct or indirect subsidiaries or otherwise, unless and until any such Secured Party exercises its right to be substituted for such Company as a partner or member, as applicable, pursuant hereto.

(m) To the extent that the grant of the security interest in the Collateral and the enforcement of the terms hereof require the consent, approval or action of any partner or member, as applicable, of any Company or any direct or indirect subsidiary of any Company or compliance with any provisions of any of the Organizational Documents, the Company hereby represent that all such consents and approvals have been obtained.

[SIGNATURE PAGE OF COMPANY FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

	INTEGRATED VENTURES, INC.

	By:	/s/ Steve Rubakh
	Name:	Steve Rubakh
	Title:	CEO

[SIGNATURE PAGE OF SECURED PARTY FOLLOWS]

[SIGNATURE PAGE OF SECURED PARTY TO SECURITY AGREEMENT]

Name of Secured Party: DIGIMINE LLC

Signature of Authorized Signatory of Investing Entity:

/s/ Richard Fragiacomo

Name of Authorized Signatory:

/s/ Richard Fragiacomo

Title of Authorized Signatory:

Manager

DISCLOSURE SCHEDULES

Asset Purchase Agreement

The following are the Disclosure Schedules (the “ Disclosure Schedules ”) referred to in that certain Security Agreement, dated as of April 30, 2018 (the “ Agreement ”), by and between Integrated Ventures , Inc., a Nevada corporation (the “ Company ”), all subsidiaries and affiliate of the Company that is a signatory hereto either now or joined in the future (such subsidiaries and affiliates, the “ Guarantors ” and, together with the Company, the “ Company ”) and Sellers under the APA signed April 30, 2018(the “ APA ”) signatory hereto, their endorsees, transferees and assigns (collectively, the “ Secured Party ”).

Schedule A

Principal Place of Business of Company;

Locations Where Collateral is Located or Stored;

Permitted Liens

Schedule B

Intentionally omitted.

Schedule C

Filing Jurisdictions

Schedule D

Legal Names and Organizational Identification Numbers

Schedule E

Intentionally omitted

Schedule F

Intentionally omitted

Schedule G

Intentionally omitted.

Schedule H

Assets

Schedule A

Principal Place of Business of Company;

Locations Where Collateral is located or Stored;

Permitted Liens

Principal Place of Business of Company:

73 Buck Road, Suite 2

Huntingdon Valley, PA 19006

United States

Locations Where Collateral is located or Stored:

190 Boundary Road,

Marlboro, NJ 07746

United States

Schedule C

Filing Jurisdictions

Filing Jurisdictions:

Nevada

New Jersey

Schedule D

Legal Names and Organizational Identification Numbers

Legal Names:

Integrated Ventures, Inc.

Formerly:

EMS FIND, INC.

LIGHTCOLLAR, INC.

Entity Number:

E0163072011-0

Schedule H

Assets

Equipment Summary:

Computer Workstation and its contents, which includes Siacoin UI.

ANTMINER S9 – Quantity: 75 *

ANTMINER A3 – Quantity: 22 *

Total Miners: 97

* - equipment is ordered and awaiting delivery from manufacturer

EXHIBIT 10.25

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Steve Rubakh, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Integrated Ventures, Inc.;

2.	Based on my knowledge, this quarterly 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 quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

The registrant’s other certifying officers 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 small business issuer, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

[Omitted pursuant to SEC Release No. 33-8238];

(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 small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer's board of directors (or persons performing the equivalent functions):

	(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 small business issuer'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.

Date: May 15, 2018

By:

/s/ Steve Rubakh

Steve Rubakh

Chief Executive Officer and

Principal Financial Officer

EXHIBIT 32.1

CERTIFICATION OF

PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Integrated Ventures, Inc., (the "Company") on Form 10-Q for the quarterly period ended March 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Steve Rubakh, the Chief Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

	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.

Date: May 15, 2018	By:	/s/ Steve Rubakh
		Steve Rubakh
		Chief Executive Officer and Principal Financial Officer

	·	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.

Exhibit Number		Exhibit Description
10.23		Asset Purchase Agreement, dated April 30, 2018, between the Company and digiMine, LLC.
10.24		Security and Pledge Agreement, dated as of April 30, 2018, between the Company and digiMine LLC.
10.25		Forbearance Agreement, dated as of May 4, 2018, between the Company and LG Capital Funding, LLC
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.
32.1		Section 1350 Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.

By:	/s/ Richard Fragiacomo

Print name:	Richard Fragiacomo

Title:	CTO

COMPANY:

Integrated Ventures, Inc.

By:	/s/ Steve Rubakh

Print name:	Steve Rubakh

Title:	CEO

Signature of Authorized Signatory of Investing Entity:	/s/ Richard Fragiacomo

Name of Authorized Signatory:	/s/ Richard Fragiacomo

Title of Authorized Signatory:	Manager