10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2017
o	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)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.001 par value per share

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

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

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo ¨

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

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

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)
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. Yes ¨No ¨

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

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

As of September 14, 2017, the registrant had 387,114,262 shares of its common stock, $0.001 par value, issued and outstanding.

INTEGRATED VENTURES, INC.

(FORMERLY EMS FIND, INC.)

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	15
Item 2.	Properties	15
Item 3.	Legal Proceedings	15
Item 4.	Mine Safety Disclosures	15
PART II
Item 5.	Market for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	16
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B.	Other Information	25
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29
Item 13.	Certain Relationship and Related Transactions, and Director Independence	30
Item 14.	Principal Accountant Fees and Services	31
PART IV
Item 15.	Exhibits and Financial Statement Schedules	32
SIGNATURES		35

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Forward-Looking Statements

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

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

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

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PART I

ITEM 1. BUSINESS.

We were incorporated in the State of Nevada on March 22, 2013 under the name Lightcollar, Inc. On March 22, 2015, we changed our name to EMS Find, Inc. (“EMS Find”). Effective March 31, 2015, we entered into a Share Exchange Agreement with the sole shareholder of EMS Factory, Inc., a Pennsylvania corporation (“EMS Factory”), and following the closing under the Share Exchange Agreement, EMS Factory became a wholly-owned subsidiary of the Company, with the former stockholder of EMS Factory owning approximately 35% of the outstanding shares of common stock of the combined company. The Company developed and is marketing a B2B & B2C on-demand mobile platform, designed to connect health care providers and consumers to a network of medical transport companies. Effective July 27, 2017, we changed our name to Integrated Ventures, Inc. to reflect our plan to expand our operations by the acquisition of additional operating companies. Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.

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

Overview

Initially, the Company was only focused on development of on-demand mobile transportation platform, designed to connect health care providers and consumers to a network of medical transport companies throughout the United States and Canada and, on the internet and through mobile applications, and to provide specialized online marketing solutions for these businesses that boost customer awareness and merchant visibility on the internet and through mobile applications. Our mobile and internet platform designed to facilitate and speed up connection of health care providers and the public with medical transportation providers for the benefit of the patients.

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

On Demand Mobile Transportation Platform for Health Care Industry

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

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

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

On February 21, 2017, the Company and Epic MD Technologies, LLC, Doral, Florida (“EpicMD”), executed a Licensing Agreement, which provided for a partnership with a goal to integrate and jointly develop a mobile and web-based software application designed to provide claims adjudication, insurance verification, scheduling, dispatching and management services mainly to B2B clients such as major healthcare plans and transportation companies. The target markets identified under the Licensing Agreement, within the defined geographic region, are as follows: all healthcare facilities (hospitals, hospital clinics, free-standing clinics, hospices, and hospital systems) and all medical transport companies (private medical transport and/or state or county medical transport).

The new platform that is being developed is to be jointly owned and marketed under the name of EpicMD. According to the terms of the Licensing Agreement, both companies retain rights to use and market the new platform independently, throughout all of North America. EpicMD has agreed to pay a 3% commission of gross EpicMD software revenue and partnership fees to the Company for any business acquired by the EpicMD that is a direct outcome of the Company’s introduction of a new client to EpicMD.

Emergency Medical Transportation

Ambulances help rescue injured or medically ill patients by transporting them to medical treatment centers with adequate medical services, such as monitoring of health condition and administration of drugs. This service is provided with the help of healthcare professionals and medical equipment installed in the ambulance. The global ambulance services market based on the mode of transport has been segmented into: ground ambulance services, air ambulance services and water ambulance services. On the basis of emergency type, the global market has been segmented as: emergency ambulance services and non-emergency ambulance services.

Ambulance services, emergency and non-emergency, are provided to patients based on the medical condition and emergency of transportation. Ambulances are equipped with various types of medical equipment to cater to the need of patients by providing first-line treatment. Based on the type of equipment installed in ambulances, the ambulance services market is segmented into advanced life support (“ALS”) ambulance services and basic life support (“BLS”) ambulance services.

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

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

Non-Emergency Medical Transportation

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

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According to data provided by Community Transportation Association, about 3.6 million Americans miss or delay medical care services simply because they lack appropriate means of transportation to get to their medical appointments. Medicaid provides a non – emergency medical transportation benefit that pays for the least expensive and suitable way of conveying people to their appointments whether by taxi, van, public transport or mileage reimbursement.

People with chronic health conditions, such as arthritis, asthma, cancer, cardiovascular disease, chronic obstructive pulmonary disease and diabetes et al, in many cases need medical care services on a regular basis. Statistics show that the treatment of chronic conditions account for three-quarters of all United States healthcare expenses. For instance, in 2009, the Center for Disease Control estimated that 78% of the adult population age 55 and older has at least one of these chronic conditions. In addition, it was projected that states will add more than a half a million adults who have serious behavioral health issues that impair their everyday functioning to the Medicaid population. These people of course will need the services of non–emergency medical transportation to access life sustaining treatments and health care services. According to National Institutes Of Health, for the large percentage of the 20 million adults with chronic kidney disease who are undergoing dialysis three times a week, use of non – emergency transportation services providers is a reliable way to transport them to their appointments. Statistics available from Department of Health and Human Services show that 66 percent of dialysis patients rely on others for transportation to their appointments, only 8 percent depend on public transportation or taxi services, and 25.3 percent drove or walked to the clinic themselves.

On-Demand Transportation

In the last five years, technology has radically transformed ground non-emergency transportation for the better. Cloud technologies, big data analytics, GPS-tracking and mobile apps have been connected to a virtual, scalable and cost-effective fleet of drivers and their vehicles. UBER and LYFT are market leaders within this new model of transportation which allows for tracking, insights, efficiencies, and increased levels of service as never before possible.

Quality of service in the non-emergency medical transportation (NEMT) field in the Company’s view has been hindered by inadequate technology, outdated business models, inconsistent and unprofessional medical transportation providers, and virtually non-existent transparency for the customer. The Ems Find App supports a full array of NEMT management services to our customers. Services include, but are not limited to:

o member eligibility verification,

o call center services,

o member appointment reminders and surveys,

o third-party transportation provider credentialing,

o trip dispatching and monitoring,

o customer complaint management,

o installation of and training for customers and healthcare providers for trip management portals and

o mileage reimbursement.

Planned Acquisition Strategy

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

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

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

We have, and will continue to have, limited capital with which to provide the owners of business opportunities with any significant cash or other assets. However, we believe we will be able to offer owners of certain acquisition candidates the opportunity to acquire an interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering, subject to compliance

Our officer and consultants will analyze new business opportunities. We intend to concentrate on identifying preliminary prospective business opportunities which may be brought to our attention through present affiliations and relationships of our officers and directors, or by our shareholders. In analyzing prospective business opportunities, we will consider such matters as:

o available technical, financial and managerial resources;

o working capital and other financial requirements;

o history of operations, if any;

o prospects for the future, and the nature of present and expected competition;

o quality and experience of management services which may be available and the depth of that management;

o potential for further research, development, or exploration;

o potential for growth, expansion and profit; and

o perceived public recognition of name identification, products and services.

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

Acquisition Structure

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

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

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Competition

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

Government Regulation

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

Research and Development

We have not spent any amounts on research and development activities during the year ended June 30, 2017. We anticipate that we will not incur any expenses on research and development over the next 12 months. Our planned expenditures on our operations or a acquisition are summarized under the section of this annual report entitled “Management’s Discussion and Analysis of Financial Position and Results of Operations.”

Environmental Regulations

We do not believe that we are or will become subject to any environmental laws or regulations of the United States. While our products and business activities do not currently violate any laws, any regulatory changes that impose additional restrictions or requirements on us or on our products or potential customers could adversely affect us by increasing our operating costs or decreasing demand for our products or services, which could have a material adverse effect on our results of operations.

Employees and Employment Agreements

At present, we have no employees other than our sole officer who devotes approximately 40 hours a week to our business. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any officers, directors or employees.

Property

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

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Available Information

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

ITEM 1A. RISK FACTORS.

Risks Relating to Our Business

AN INVESTMENT IN THE COMPANY MUST BE CONSIDERED SPECULATIVE.

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

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

We will have to obtain significant additional capital, in addition to the capital proposed to be raised in this offering, to continue with development of our proposed business. There is no assurance that we will be able to obtain sufficient capital to implement our proposed business plan. The Company may not have sufficient resources to fully develop any new products unless it is able to raise additional financing. The Company can make no assurances these required funds will be available on favorable terms, if at all. The failure to raise capital when needed, will adversely affect our business, financial condition and results of operations, and could force the Company to reduce or cease operations.

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

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

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

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

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

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

WE FACE COMPETITION FROM NUMEROUS SOURCES AND COMPETITION MAY INCREASE.

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

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

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

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

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

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

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· the criminal healthcare fraud provisions of HIPAA and related rules that prohibit knowingly and willfully executing a scheme or artifice to defraud any healthcare benefit program or falsifying, concealing or covering up a material fact or making any material false, fictitious or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items or services. Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;

· the federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits;

· reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs;

· similar state law provisions pertaining to anti-kickback, self-referral and false claims issues, some of which may apply to items or services reimbursed by any third-party payor, including commercial insurers; and

· state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians' medical decisions or engaging in some practices such as splitting fees with physicians.

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

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

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

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

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

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

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

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

Risks Relating Generally to Commercial Applications of Our Technology

AT THIS TIME THERE IS NO UNIVERSAL MARKET ACCEPTANCE OF OUR PROPOSED PRODUCTS.

We cannot assure you that we will be successful in commercializing one or more of the potential applications of our B2B & B2C on-demand mobile platform technology, or that, if commercial acceptance is obtained by us, our operations will be profitable. The telehealth market is relatively new and unproven, and it is uncertain whether it will achieve and sustain high levels of demand, consumer acceptance and market adoption. We are seeking strategic alliances, government contracts and other distribution and marketing channels; however, we cannot assure you that any significant degree of market acceptance will result, and that acceptance, if achieved, will be sustained for any significant period or that product life cycles will be sufficient (or substitute products developed) to permit the Company to recover start-up and other associated costs. Our goal is to achieve or sustain market acceptance would have a material adverse effect on our business, financial conditions, and results of operations.

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

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our planned products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. We cannot provide assurance that we will be able to achieve the technological advances that may be necessary for us to remain competitive or that certain of our products will not become obsolete. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly.

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

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

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

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

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

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

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

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

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

Risks Related to Our Common Stock and its Market

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

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

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

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

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

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

· fluctuations in stock market prices and trading volumes of similar companies;

· general market conditions and overall fluctuations in U.S. equity markets;

· sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;

· discussion of us or our stock price by the press and by online investor communities; and

· other risks and uncertainties described in these risk factors.

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

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

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

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

· With a price of less than $5.00 per share;

· That are not traded on a “recognized” national exchange;

· Whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ listed stock must still have a price of not less than $5.00 per share); or

· In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million.

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

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ITEM 1B. UNRESOLVED STAFF COMMENTS.

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

ITEM 2. PROPERTIES.

Our business offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006. Our telephone number is (215) 350-2255. Our lease is currently on a month-to-month basis and requires a monthly rental of $700. We believe that our existing facilities are suitable and adequate and that we have sufficient capacity to meet our current anticipated needs.

ITEM 3. LEGAL PROCEEDINGS.

Except as stated below, 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.

On October 14, 2016, the Supreme Court of the State of New York County of Kings, in regards to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

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

Market Information

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

Period	High		Low
Fiscal Year Ended June 30, 2015
April 24 through June 30, 2015	$	2.53	$	1.05
Fiscal Year Ended June 30, 2016
Quarter ended September 30, 2015	$	1.38	$	1.09
Quarter ended December 31, 2015	$	1.50	$	0.42
Quarter ended March 31, 2016	$	0.57	$	0.33
Quarter ended June 30, 2016	$	0.39	$	0.03
Fiscal Year Ended June 30, 2017
Quarter Ended September 30, 2016	$	0.197	$	0.0142
Quarter Ended December 31, 2016	$	0.03	$	0.0078
Quarter Ended March 31, 2017	$	0.029	$	0.0022
Quarter Ended June 30, 2017	$	0.013	$	0.0008

Holders

As of September 1, 2017, there were 12 holders of record of our common stock. This number does not include stockholders for whom shares were held in “nominee” or “street” name.

Dividend Distributions

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

Securities Authorized for Issuance under Equity Compensation Plans

Not applicable.

Recent Sales of Unregistered Securities

On July 1, 2016, the Board of Directors of the Company approved compensation for the Company’s CEO, Steve Rubakh, on a quarterly basis through the issuance of 30,000 shares of Series B Preferred Stock. For the year ended June 30, 2017, the Company issued 150,000 shares of Series B preferred stock to Steve Rubakh valued at $725,400.

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Penny Stock

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

· contains a description of the nature and level of risks in the market for penny stocks in both public offerings and secondary trading;

· contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;

· contains a toll-free telephone number for inquiries on disciplinary actions;

· defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and

· contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

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

· bid and offer quotations for the penny stock;

· the compensation of the broker-dealer and its salesperson in the transaction;

· the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the marker for such stock; and

· monthly account statements showing the market value of each penny stock held in the customer's account.

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

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

Related Stockholder Matters

None.

Issuer Purchases of Equity Securities

None.

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ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

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

SPECIAL NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

Important factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the “Risk Factors” section of and elsewhere in this Annual Report and in our subsequent filings with the Securities and Exchange Commission. The following discussion of our results of operations should be read together with our financial statements and related notes included elsewhere in this report.

GENERAL

We were incorporated in the State of Nevada on March 22, 2013 under the name Lightcollar, Inc. On March 22, 2015, we changed our name to EMS Find, Inc., and in May 2017, we changed our name to Integrated Ventures, Inc. Our offices are located at 73 Buck Road, Suite 2, Huntingdon Valley, Pennsylvania 19006.

Effective March 31, 2015, we entered into a Share Exchange Agreement with the sole shareholder of EMS Factory, Inc., a Pennsylvania corporation (“EMS Factory”), and following the closing under the Share Exchange Agreement, EMS Factory became a wholly-owned subsidiary of the Company. As of the second quarter of 2015, EMS Factory discontinued operations.

The Company develops and markets B2B & B2C on-demand mobile platform, designed to connect health care providers and consumers to a network of medical transport companies throughout the United States and Canada and, on the internet and through mobile applications, and plans to provide specialized online marketing solutions for these businesses that boost customer awareness and merchant visibility on the internet and through mobile applications. The Company has recently determined to expand its business operations to acquisitions of or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets that have a seasoned management team, solid operating histories, minimum debt, high growth potential and tangible assets, designed to mitigate investor risk. The Company intends to work with these companies to finance and expand their operations with growth capital. We will require additional capital for this effort, and there is no assurance that such capital will be available to enable us to expand the scope of our operations into this new area.

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

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FINANCIAL OPERATIONS REVIEW

Since our inception through June 30, 2017, we have generated approximately $1.1 million in revenue. Revenues to date have been generated substantially from the now discontinued Ambulance services, which we have discontinued to focus on new revenue sources.

We are incurring increased costs as a result of being a publicly-traded company. As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. We also have paid compensation through the issuance of shares of our common stock and warrants, the valuation of which has resulted in significant stock-based compensation. In addition, the Sarbanes-Oxley Act of 2002, as well as new rules subsequently implemented by the Securities and Exchange Commission, have required changes in corporate governance practices of public companies and will require us to comply with these rules. These new rules and regulations have will increase our legal and financial compliance costs and have made some activities more time-consuming and costly. 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 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 public or private equity or debt financings or other sources, such as potential collaboration agreements. We cannot be certain that anticipated additional financing will be available to us on favorable terms, or at all.

RESULTS OF OPERATIONS

YEAR ENDED JUNE 30, 2017 COMPARED TO YEAR ENDED JUNE 30, 2016

Revenues

We did not have any operating revenues for the years ended June 30, 2017 and 2016.

Operating Expenses

General and administrative expenses decreased $2,318,011 to $1,035,762 for the year ended June 30, 2017 from $3,353,773 for the year ended June 30, 2016. The decrease was primarily due to the reduction of stock-based compensation in fiscal year 2016 when we issued warrants to officers and directors. The decrease in general and administrative expenses in the current year was partially offset by increases in professional fees and executive compensation.

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

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

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Other Income (Expense)

For the year ended June 30, 2017, our other income totaled $1,390,273, comprised of interest and other income of $2,408, realized gain on sale of marketable securities of $136,664, unrealized gain on marketable securities of $240,800, and change in fair value of derivative liability of $2,707,896, partially offset by interest expense of $656,421, loss on disposition of property and equipment of $4,870 and loss on extinguishment of debt of $1,036,204. By comparison, our other expense totaled $1,556,566 for the year ended June 30, 2016, comprised of amortization of interest expense of $477,566, change in fair value of derivative liability of $1,056,145 and loss on disposition of property and equipment of $22,855.

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

As of June 30, 2017, the Company held a total of 86,000,000 common shares of Viva Entertainment, recorded at market value of $253,998. In recording the $253,998 market value of as of June 30, 2017, the Company recorded an unrealized gain on marketable securities of $240,800.

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

The inputs used to estimate fair value of the derivatives associated with our convertible notes payable using the Black-Scholes pricing model are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

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

Net Income (Loss)

As a result, our net income was $332,875 for the year ended June 30, 2017 compared to net loss of $5,030,583 for the year ended June 30, 2016.

LIQUIDITY AND CAPITAL RESOURCES

Overview

As of June 30, 2017, our current liabilities exceeded our current assets by $208,630 and we had a total stockholders’ deficit of $207,930. Included in our current liabilities was a derivative liability of $226,731, which we do not anticipate will require the outlay of cash.

As of June 30, 2017, the Company had $15,691 in cash, not sufficient to fund our operations for the next twelve months. However, we have converted two notes receivable from Viva Entertainment Group into shares of Viva Entertainment Group’s common stock and have sold a significant portion of the shares into the market to raise capital for our operations, including those shares we held as trading securities as of June 30, 2017. We have transferred a total of approximately $570,000 to our operating bank account, substantially all subsequent to June 30, 2017, to fund the development of our business.

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

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Sources and Uses of Cash

We used net cash in operating activities of $265,683 in the year ended June 30, 2017 as a result of our net income of $332,875, non-cash expenses totaling $2,418,165, and increases in accounts payable of $18,353, due to related party of $16,971 and accrued expenses of $41,156, offset by non-cash gains totaling $3,085,360, increase in prepaid expenses of $6,934 and increase in accrued interest receivable of $909.

By comparison, we used net cash in operating activities of $478,013 in the year ended June 30, 2016 as a result of our net loss of $5,030,583, increase in deposits of $700 and decrease in due to related party of $97,539, partially offset by non-cash expenses totaling $4,609,201 and increases in accounts payable of $5,065 and accrued expenses of $36,543.

During the year ended June 30, 2017, net cash provided by investing activities was $52,800, comprised of proceeds from the sale of marketable securities. We had no net cash used in or provided by investing activities for the year ended June 30, 2016.

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

We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders or issue debt or equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company.

Going Concern

The Company has not generated any operating revenues, has recurring losses from operations, a working capital deficiency as of June 30, 2017 of $208,630, and used net cash in operations of $265,683 and $478,013 for the years ended June 30, 2017 and 2016, respectively. In addition, as of June 30, 2017, the Company had an accumulated deficit of $4,826,882. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its 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 generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all operational activities and/or contemplate the sale of its assets, if necessary.

SIGNIFICANT ACCOUNTING POLICIES

Our significant accounting policies are disclosed in Note 1 to our financial statements. The following is a summary of those accounting policies that involve significant estimates and judgment of management.

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Use of Estimates

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

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 using the Black-Scholes pricing model. 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.

Fair Value of Financial Instruments

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

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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.

22

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

	Total		Level 1		Level 2		Level 3
June 30, 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
June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731
Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731
June 30, 2016:
Derivative liabilities	$	1,208,414	$	-	$	-	$	1,208,414
Total liabilities measured at fair value	$	1,208,414	$	-	$	-	$	1,208,414

Off Balance Sheet Arrangements

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

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

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

23

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

INTEGRATED VENTURES, INC.

(FORMERLY EMS FIND, INC.)

TABLE OF CONTENTS

Index to Financial Statements	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of June 30, 2017 and 2016	F-3
Statements of Operations for the Years Ended June 30, 2017 and 2016	F-4
Statements of Stockholders’ Deficit for the Years Ended June 30, 2017 and 2016	F-5
Statements of Cash Flows for the Years Ended June 30, 2017 and 2016	F-6
Notes to Financial Statements	F-7

F-1

Leigh J. Kremer, CPA

Certified Public Accountant

Member NJCPA, PCAOB

Phone (732) 222-4422

27 Beach Road, Suite C05B

Monmouth Beach, NJ 07750

Report of Independent Registered Public Accounting Firm

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

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

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designed audit procedures, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Leigh J. Kremer, CPA                              

Monmouth Beach, N.J.

September 14, 2017

F-2

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Balance Sheets
	June 30, 2017			June 30, 2016
ASSETS
Current assets:
Cash	$	15,691		$	1,974
Marketable securities		253,998			-
Prepaid expenses		7,500			566
Note receivable		16,872			-
Accrued interest receivable		1,519			-
Total current assets		295,580			2,540
Other assets:
Property and equipment held for sale, net		-			4,870
Deposits		700			700
Total other assets		700			5,570
Total assets	$	296,280		$	8,110
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Convertible notes payable, net of discounts	$	47,814		$	188,130
Note payable		125,000			-
Accounts payable		27,417			25,610
Due to related party		20,216			31,476
Accrued expenses		57,032			36,543
Derivative liability		226,731			1,208,414
Total current liabilities		504,210			1,490,173
Total liabilities		504,210			1,490,173
Commitments and contingencies
Stockholders’ deficit:
Series A preferred stock, $0.001 par value, (1,000,000 shares authorized,
500,000 shares issued and outstanding)		500			500
Series B preferred stock, $0.001 par value, (500,000 shares authorized,
150,000 and 0 shares issued and outstanding as of June 30, 2017
and 2016, respectively)		150			-
Common stock, $0.001 par value, (2,000,000,000 shares authorized,
260,628,148 and 32,711,272 shares issued and outstanding as of
June 30, 2017 and 2016, respectively)		260,628			32,711
Additional paid-in capital		4,357,674			3,644,483
Accumulated deficit		(4,826,882	)		(5,159,757	)
Total stockholders’ deficit		(207,930	)		(1,482,063	)
Total liabilities and stockholders’ deficit	$	296,280		$	8,110

See notes to financial statements

F-3

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Statements of Operations
	Years Ended June 30,
	2017			2016
Revenue	$	-		$	-
Operating expenses:
General and administrative		1,035,762			3,353,773
Research and development		21,636			120,197
Depreciation and amortization		-			47
Total operating expenses		1,057,398			3,474,017
Loss from operations		(1,057,398	)		(3,474,017	)
Other income (expense):
Interest and other income		2,408			-
Realized gain on sale of marketable securities		136,664			-
Unrealized gain on marketable securities		240,800			-
Interest expense		(656,421	)		(477,566	)
Change in fair value of derivative liability		2,707,896			(1,056,145	)
Loss on disposition of property and equipment		(4,870	)		(22,855	)
Loss on extinguishment of debt		(1,036,204	)		-
Total other income (expense)		1,390,273			(1,556,566	)
Income (loss) before income taxes		332,875			(5,030,583	)
Provision for income taxes		-			-
Net income (loss)	$	332,875		$	(5,030,583	)
Net income (loss) per common share, basic and diluted	$	0.00		$	(0.17	)
Weighted average number of common shares outstanding:
Basic		78,206,820			29,215,122
Diluted		317,254,220			29,215,122

See notes to financial statements

F-4

Integrated Ventures, Inc. 

(formerly EMS Find, Inc.) 

Statements of Stockholders’ Deficit 

For the Years Ended June 30, 2017 and 2016

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

See notes to financial statements

F-5

Integrated Ventures, Inc.
(formerly EMS Find, Inc.)
Statements of Cash Flows
	Years Ended June 30,
	2017			2016
Cash flows from operating activities:
Net income (loss)	$	332,875		$	(5,030,583	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation		746,243			3,049,503
Amortization of debt discount		481,346			441,240
Amortization of original issue discount		28,401			23,668
Change in fair value of derivative liability		(2,707,896	)		1,056,145
Loss on disposition of property and equipment		4,870			22,855
Loss on extinguishment of debt		1,036,204			-
Realized gain on sale of marketable securities		(136,664	)		-
Unrealized gain on marketable securities		(240,800	)		-
Financing fees related to notes payable		121,101			12,000
Depreciation and amortization		-			47
Discontinued operations		-			3,743
Changes in assets and liabilities:
Prepaid expenses		(6,934	)		-
Accrued interest receivable		(909	)		-
Deposits		-			(700	)
Accounts payable		18,353			5,065
Due to related party		16,971			(97,539	)
Accrued expenses		41,156			36,543
Net cash used in operating activities		(265,683	)		(478,013	)
Cash flows from investing activities:
Net proceeds from the sale of marketable securities		52,800			-
Net cash provided by investing activities		52,800			-
Cash flows from financing activities:
Proceeds from convertible notes payable		226,600			200,500
Proceeds from related party		-			178,644
Proceeds from sale of common stock		-			55,000
Net cash provided by financing activities		226,600			434,144
Net increase (decrease) in cash		13,717			(43,869	)
Cash, beginning of year		1,974			45,843
Cash, end of year	$	15,691		$	1,974
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes		-			-
Non-cash investing and financing activities:
Shares issued for convertible notes payable	$	1,368,751		$	260,480
Shares issued for due to related party		68,716			210,000
Shares issued for accounts payable		16,546			-
Derivative liability		(1,726,213	)		-
Cancellation of preferred stock		-			(500	)
Debt discount		467,215			-
Accrued interest for notes payable		462			-

See notes to financial statements

F-6

Integrated Ventures, Inc.

(formerly EMS Find, Inc.)

Notes to Financial Statements

Years Ended December 31, 2017 and 2016

1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Integrated Ventures, Inc. (the "Company," "we," "our," or "EMS Find") 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. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc.

On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. ("EMS Factory"), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the "Selling Shareholder") pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Company's restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company's Series A Preferred Stock, par value $0.001. As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company's currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS Factory. As of the second quarter of 2015, EMS Factory discontinued operations.

On October 21, 2015, the Company formed Viva Entertainment Group, Inc. ("Viva Entertainment,") a Delaware corporation, as a wholly-owned subsidiary. Viva Entertainment was formed to manage the development and marketing of it's over the top ("IPTV/OTT") application for connected TVs, desktop computers, tablets and smart phones. On April 6, 2016, the Company sold Viva Entertainment to Black River Petroleum Corp. ("Black River."

The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in the on-demand mobile healthcare sector, and plans to expand its mobile technology operations to acquisitions of or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets. There is no assurance that the required additional capital for this effort will be available to enable us to expand the scope of our operations into this area.

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.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $15,691 and $1,974 as of June 30, 2017 and 2016, respectively.

F-7

Marketable Securities

The marketable security investments of the Company include common shares of Viva Entertainment received in the conversion of a convertible note receivable from Viva. These marketable securities are 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 Held for Sale

Property and equipment held for sale as of June 30, 2016 consisted of ambulances and medical equipment stated at cost, which was disposed of in fiscal year 2017.

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 using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of 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 Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options and warrants at the grant date by using the Black-Scholes option-pricing model.

F-8

The Company accounts for non-employee share-based awards based upon ASC 505-50, "Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

Revenue Recognition

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers 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, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered.

Income Taxes

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of June 30, 2017, tax years 2016 and 2015 remains open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

The Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

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.

F-9

As of June 30, 2017, dilutive common stock equivalent shares which may dilute future earnings per share include 239,047,400 common shares issuable upon conversion of convertible notes payable. As of June 30, 2016, 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.

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

	Year Ended June 30,
	2017		2016
Weighted average number of shares outstanding – basic		78,206,820		29,215,122
Dilutive effect of convertible debt		239,047,400		-
Weighted average number of shares outstanding – diluted		317,254,220		29,215,122

Fair Value of Financial Instruments

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

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

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

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

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

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

	Total		Level 1		Level 2		Level 3
June 30, 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
June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731
Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731
June 30, 2016:
Derivative liabilities	$	1,208,414	$	-	$	-	$	1,208,414
Total liabilities measured at fair value	$	1,208,414	$	-	$	-	$	1,208,414

F-10

During the years ended June 30, 2017 and 2016, the Company had the following activity in its derivative liability:

Derivative liability at June 30, 2015	$	-
Addition to liability for new debt issued		152,269
Change in fair value		1,056,145
Derivative liability at June 30, 2016		1,208,414
Addition to liability for new debt issued		1,726,213
Change in fair value		(2,707,896	)
Derivative liability at June 30, 2017	$	226,731

Reclassifications

Certain amounts in the financial statements for the year ended June 30, 2016 have been reclassified to conform to the presentation for the year ended June 30, 2017.

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.

In January 2017, the FASB issued Accounting Standards Update ("ASU") No. 2017-4, "Intangibles – Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill Impairment." This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.

F-11

In January 2017, the FASB issued ASU No. 2017-1, "Business Combinations (Topic 805): Clarifying the Definition of a Business." The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its 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.

2. GOING CONCERN

The Company has not generated any operating revenues, has recurring losses from operations, a working capital deficiency as of June 30, 2017 of $208,630, and used net cash in operations of $265,683 and $478,013 for the years ended June 30, 2017 and 2016, respectively. In addition, as of June 30, 2017, the Company had an accumulated deficit of $4,826,882. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its 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 generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in 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.

3. RELATED PARTY TRANSACTIONS

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the Company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with $260,000 of capital of which $210,000 and a prior loan for expenses of $19,015 were converted into 212,050 shares of common stock.

On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo (“Grillo”), a director of the Company, for services from September 25, 2015 through March 31, 2016. The shares were valued at $177,500 based on the market price of the Company’s common stock on the date of issuance.

F-12

On October 28, 2015, Viva Entertainment, then a subsidiary of the Company, entered into an employment agreement with Johnny Falcones (“Falcones”), for the period October 28, 2015 through December 31, 2018. Falcones was issued on January 2, 2016, warrants to purchase 3,000,000 shares of common stock of the Company, with an exercise price of $0.74 and an expiration date of January 2, 20121. The common stock of the Company current price on the date of the issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded an expense of $1,149,000 in the year ended June 30, 2016. Additionally, Falcones would receive three year warrants to purchase up to 5% of the common stock of Viva Entertainment, at an exercise price of $0.50, which were exercisable in the event that Viva Entertainment was spun out of the Company. Furthermore, Falcones was to receive 375,000 shares of common stock of the Company on a monthly basis, starting on February 1, 2016, for a period of four months, for an aggregate total of 1,500,000 shares of common stock of the Company. On April 6, 2016, as part of the sale of Viva Entertainment, these warrants held by Falcones were cancelled and his employment agreement terminated. The Company issued 500,000 shares to Falcones in April 2016, valued at $105,000 based on the market price of the Company’s common stock on the date of issuance.

On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Steve Rubakh, the Company’s President and Chief Executive Officer, as a compensation incentive. The warrants were to mature on January 2, 2021 and had an exercise price of $0.74 and a cashless exercise option. The common stock of the Company current price on the date of issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded a stock-based compensation expense of $1,149,000 in the year ended June 30, 2016. The warrants were surrendered by Steve Rubakh in June 2017 and cancelled.

On March 15, 2016, the Company issued 242,424 shares of common stock to Sophia Rubakh, a relative of Steve Rubakh, in consideration of various consulting, administrative and marketing services provided to the Company. The shares were valued at $50,909 based on the market price of the Company’s common stock on the date of issuance.

On June 1, 2016, the Company entered into a convertible promissory note with Steve Rubakh, converting $81,364 of payables to Steve Rubakh into the note. The note was non-interest bearing and matured on December 1, 2016. The note had a conversion rate of $0.03 per share. The closing price of the Company’s common stock on the previous day was $0.08. On June 27, 2016, Steve Rubakh converted the principal of $81,364 into 2,712,133 shares of common stock. The conversion price was $0.03 whereas the current stock price was $0.14 therefore, a loss of $298,335 was recorded. Additionally, amortization of debt discount expense of $61,134 was recorded as of the date of conversion.

As of June 30, 2016, 120,000 common shares were issuable to Steve Rubakh for compensation. The shares were issued to him during fiscal year ended June 30, 2017.

On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to reduce his compensation to $75,000 per year and to terminate the monthly issuance of 30,000 shares of common stock and in exchange, Steve Rubakh is to receive 30,000 shares of Series B Preferred Stock on a quarterly basis. For the year ended June 30, 2017, the Company authorized the issuance of 150,000 shares of Series B preferred stock as part of Steve Rubakh's compensation package. Stock-based compensation of $725,400 was recorded.

On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to convert $6,000 of accrued compensation into 300,000 shares of common stock, at a conversion rate of $0.02 per share. The current price of the common stock was $0.125, therefore, a loss on conversion of $31,500 was recorded.

On February 14, 2017, the Board of Directors of the Company agreed with Steve Rubakh to convert $31,216 of accrued compensation into 12,486,400 shares of common stock, at a conversion rate of $0.0025 per share.

On February 14, 2017, 6,618,400 shares of common stock valued at $16,546 were issued to Steve Rubakh to reimburse him for payments made by him to a vendor.

Due to related parties, primarily shareholders, was $20,216 and $31,476 at June 30, 2017 and 2016, respectively.

Included in accrued expenses at June 30, 2017 and 2016 were amounts payable to Steve Rubakh for accrued compensation of $28,568 and $24,084, respectively.

4. NOTE RECEIVABLE AND MARKETABLE SECURITIES

On April 6, 2016, the Company completed the sale of its subsidiary, Viva Entertainment Group, Inc. (“Viva Entertainment”), to Black River Petroleum Corp., a Nevada publicly-traded company (“Black River”), at a closing where, in exchange for all sale of all of the outstanding shares of Viva Entertainment, Black River issued to the Company its 10% (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.

F-13

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.

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.

Total net proceeds from the sale of Viva Entertainment common stock were $52,800 and the Company recorded a realized gain on sale of marketable securities of $30,664.

As of June 30, 2017, the Company held a total of 86,000,000 common shares of Viva Entertainment, recorded at market value of $253,998. The Company recorded total unrealized gains on marketable securities of $240,800 during the year ended June 30, 2017.

On March 28, 2017, Viva Entertainment issued the Company a convertible promissory note in the principal amount of $8,935 as consideration for the Company’s payment to a vender on behalf of Viva Entertainment. The note bears interest at 8% and matures on March 31, 2018. The note is convertible into common shares of Viva Entertainment at an exercise price of 40% of the lowest trading price during the ten trading days ending on the trading date prior to the conversion notice.

On June 30, 2017, the Company entered into a Purchase and Exchange Agreement with Viva Entertainment and Global Opportunity Group LLC (“Global”) pursuant to which the Company assigned the $8,985 principal balance and $184 accrued interest receivable to Global in payment of a convertible promissory note payable to Global with a principal balance of $11,992 and accrued interest payable of $280 (see Note 5).

F-14

5. NOTES PAYABLE

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

June 30, 2017											June 30, 2016
						Original										Original
			Debt			Issue							Debt			Issue
	Principal		Discount			Discount			Net		Principal		Discount			Discount			Net
Note Payable
LG Capital Funding, LLC	$	125,000	$	-		$	-		$	125,000	$	-	$	-		$	-		$	-
Convertible Notes Payable
LG Capital Funding, LLC	$	-	$	-		$	-		$	-	$	125,000	$	(13,905	)	$	(5,840	)	$	105,525
LG Capital Funding, LLC		-		-			-			-		125,000		(34,132	)	$	(7,993	)		82,875
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	$	250,000	$	(48,037	)	$	(13,833	)	$	188,130

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.. As of June 30, 2016, the Company had recorded a derivative liability of $573,157.

On October 14, 2016, the Supreme Court of the State of New York County of Kings, in regard 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 regard to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished. As a result of the judgment, the conversion feature of the note was eliminated and therefore, the associated derivative liability was extinguished. As of June 30, 2017, the debt has been recorded as a note payable of $125,000, a current liability in the balance sheet, and $21,621 of interest has been accrued.

F-15

Convertible Notes Payable

On December 3, 2015, the Company issued the second convertible note to LG for $125,000. The Company recorded an OID of 15%, or $18,750, and which has been fully amortized. The Company recorded a debt discount of $85,165, which has been fully amortized. The Company sold $60,000 principal of the note to Global Opportunity Group, LLC (“Global”) on August 18, 2016, $40,000 principal of the note and $462 accrued interest to GPL Ventures, LLC (“GPL”) on December 15, 2016 and sold $50,000 principal of the note (including a $25,000 penalty added to principal) to Global on February 21, 2017. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On July 21, 2016, the Company issued a convertible promissory note with Old Main Capital, LLC (“Old Main”) for $33,333. The note matures on July 21, 2017 and bears interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $1,250 for Old Main’s legal fees, and $2,500 for Old Main’s legal fees related to the equity purchase agreement. Therefore, the net proceeds to the Company was $26,250. The Company recorded a debt discount of $33,333. The debt discount and OID have been fully amortized. 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 or the closing bid price on the original issue date. On April 20, 2017, the Company and Old Main entered into a Settlement Agreement & Mutual Release with respect to this note, resulting in penalties of $22,667 added to the note principal to bring the principal balance to $56,000 and requiring a principal payment of $30,000, which payment was financed by the issuance of a new convertible promissory to Global. Pursuant to multiple conversions during April and May 2017, the remaining principal of $26,000 was extinguished through the issuance of 14,106,143 shares of the Company’s common stock and accrued interest payable of $2,574 was written off.

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 2,643,876 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 8,634,266 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 has recorded a derivative liability of $12,535 as of June 30, 2017.

On August 10, 2016, the Company issued a convertible promissory note with Global for $16,500. The convertible promissory note has a maturity date of August 10, 2017 and bears interest at 12%. The convertible promissory note provided for an OID of $1,500, a deduction of $1,000 for Global’s legal fees, and a debt discount of $16,500. The Company received net proceeds of $15,000. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the conversion date. Additionally, the Company issued 165,000 five-year warrants for common stock with an exercise price of $0.15 per share, subject to certain adjustments, and a cashless exercise option. The Company sold $16,500 of the principal of the note to Howard Schraub (“Schraub”) on March 16, 2017 and wrote off accrued interest payable of $1,063. As of June 30, 2017, the OID and the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On August 18, 2016, Global purchased $60,000 of the December 2015 LG convertible promissory note. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the conversion date. The acquisition was in two tranches, $30,000 each, thirty days apart. In multiple conversions during August 2016 through January 2017, Global converted $68,593 principal (including a penalty of $8,593 added to principal), $101 accrued interest payable and $5,000 in fees into 12,472,222 shares of the Company’s common stock. The replacement note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

F-16

On August 23, 2016, the Company issued a convertible promissory note with EMA Financial, LLC (“EMA”), for $33,000. The convertible promissory note had a maturity date of August 23, 2017 and bears interest at 16%. The convertible promissory note provided for an OID of $3,300, a deduction of $3,000 for EMA’s legal fees, and a debt discount of $33,000. The Company received net proceeds of $29,700. 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. In April 2017, penalties totaling $8,249 were added to the note principal. Pursuant to multiple conversions in March and April 2017, EMA converted the entire principal of $41,249 into 25,157,579 shares of the Company’s common stock and wrote off $3,172 accrued interest payable. As of June 30, 2017, the OID and the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On October 6, 2016, the Company issued 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 48,800,000 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 has recorded a derivative liability of $25,368 as of June 30, 2017.

On December 2, 2016, the Company issued 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 has recorded a derivative liability of $47,634 as of June 30, 2017. Additionally, the Company issued 82,500 five-year warrants for common stock with an exercise price of $0.15 per share, subject to certain adjustments, and a cashless exercise option.

On December 13, 2016, the Company issued 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 has recorded a derivative liability of $24,876 as of June 30, 2017.

On December 15, 2016, GPL purchased $40,000 principal and $462 accrued interest of the December 2015 LG convertible promissory note. The replacement convertible promissory note with GPL for $40,462 matures on July 15, 2017 and bears interest at 10%. A debt discount of $40,462 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 three conversions in December 2016 through February 2017, GPL converted $1,270 principal into 12,700,000 shares of the Company’s common stock. On May 12, 2017, the Company and GPL entered into a Settlement and Release Agreement pursuant to which the remaining principal of $39,192 and accrued interest payable of $1,604 were extinguished. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On February 13, 2017, the Company issued 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 333,333 seven-year warrants for common stock with an exercise price of $0.01 per share, subject to certain adjustments, and a cashless exercise option.

F-17

On February 21, 2017, Global purchased $50,000 principal of the December 2015 LG convertible promissory note. The $50,000 replacement note matures on February 21, 2018 and interest does not accrue prior to an event of default or the maturity date. A debt discount of $50,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to four conversions in February 2017 through March 2017, Global converted $34,159 principal and $2,000 in fees into 17,923,000 shares of the Company’s common stock. On April 25, 2017, the Company sold the remaining $15,841 principal to Schraub. As of June 30, 2017, the debt discount had been fully amortized.

On March 16, 2017, Schraub purchased $16,500 principal of the August 10, 2016 Global convertible promissory note. The $16,500 replacement note matures on March 16, 2018 and bears interest at 12%. A debt discount of $16,500 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in March and April 2017, Schraub converted the entire principal of $16,500 and $400 in fees into 8,000,557 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized and accrued interest of $57 was written off. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On March 28, 2017, the Company issued 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 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, $4,250 of the debt discount had been amortized and there was accrued interest of $425. The Company has recorded a derivative liability of $42,814 as of June 30, 2017. Additionally, the Company issued 605,000 seven-year warrants for common stock with an exercise price of $0.01 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 March 28, 2017, the Company issued a convertible promissory note with Global for $18,150. The note matures on March 28, 2018 and bears interest at 10%. The convertible promissory note provides for an OID of $1,750. Therefore, the net proceeds to the Company was $16,400. A debt discount of $18,150 was 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 605,000 seven-year warrants for common stock with an exercise price of $0.01 per share, subject to certain adjustments, and a cashless exercise option. On April 4, 2017, the Company and Global entered into a Purchase, Exchange and Escrow Agreement pursuant to which $18,150 principal and $35 accrued interest payable were extinguished through assignment to Global of $50,000 of the Viva Entertainment note receivable (see Note 4). As of June 30, 2017, the OID and debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. The warrants were surrendered to the Company and cancelled pursuant to the Purchase, Exchange and Escrow Agreement.

On April 4, 2017, the Company issued a convertible promissory note with Schraub for $20,000. The note matures on April 4, 2018 and bears interest at 10%. 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, $4,767 of the debt discount had been amortized and there was accrued interest of $477. The Company has recorded a derivative liability of $50,843 as of June 30, 2017. Additionally, the Company issued 750,000 seven-year warrants for common stock with an exercise price of $0.01 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 April 13, 2017, the Company issued a convertible promissory note with Global for $30,000 to partially fund the settlement with Old Main discussed above. The note matures on April 13, 2018 and bears interest at 10%. A debt discount of $30,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in April and May 2017, Global converted $18,284 principal and $1,200 in fees into 11,134,000 shares of the Company’s common stock. On June 6, 2017, the Company sold the remaining $11,716 principal to Schraub. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On April 25, 2017, Schraub purchased a convertible promissory note from Global with a principal balance of $15,841. The note matures on March 28, 2018 and is non-interest bearing. A debt discount of $15,841 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in April and May 2017, Schraub converted the entire principal of $15,841 and $500 in fees into 9,777,933 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

F-18

On May 16, 2017, the Company issued a convertible promissory note with Global for $30,000 to partially fund the settlement with River North discussed above. The note matures on May 16, 2018 and bears interest at 10%. A debt discount of $30,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in June 2017, Global converted $18,009 principal and $1,200 in fees into 18,109,000 shares of the Company’s common stock. On June 30, 2017, the Company and Global entered into a Purchase, Exchange and Escrow Agreement and Cancellation pursuant to which the remaining principal of $11,991 and $280 accrued interest payable were extinguished through the exchange with Global of a note receivable from Viva Entertainment with a principal balance of $8,985 and accrued interest receivable of $184 (see Note 4). As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On June 6, 2017, Schraub purchased a convertible promissory note from Global with a principal balance of $11,716. The note matures on March 13, 2018 and bears interest at 10%. A debt discount of $11,716 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in June 2017, Schraub converted the entire principal of $11,716 and $600 in fees into 19,053,500 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

As detailed above, during the year ended June 30, 2017, a total of 208,512,076 shares of the Company’s common stock, valued at $1,368,751, were issued in conversion of $292,332 note principal, $1,845 accrued interest payable, $10,900 in fees, $27,736 in penalties, $5,709 adjustment to debt discount and $1,030,229 loss on conversion of debt into common stock.

6. STOCKHOLDERS’ DEFICIT

Preferred Stock

The Company has 20,000,000 shares of Preferred Stock authorized.

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 1,000,000 shares 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.

On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory, Inc.

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the Company had issued to him in March 2015.

F-19

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.

On July 1, 2016, the Board of Directors of the Company agreed to compensate Steve Rubakh on a quarterly basis through the issuance of 30,000 shares of Series B Preferred Stock. For the year ended June 30, 2017, the Company issued 150,000 shares of Series B preferred stock to Steve Rubakh valued at $725,400.

Common Stock

During the year ended June 30, 2017, the Company issued a total of 227,976,876 shares of its common stock, including 60,000 shares issuable at June 30, 2016.

On July 1, 2016, 300,000 shares of common stock valued at $37,500 were issued to Steve Rubakh for accrued compensation.

On February 14, 2017, 12,486,400 shares of common stock valued at $31,216 were issued to Steve Rubakh for accrued compensation.

On February 14, 2017, 6,618,400 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.

As detailed in Note 5, during the year ended June 30, 2017, a total of 208,512,076 shares of the Company’s common stock, valued at $1,368,751, were issued in conversion of $292,332 note principal, $1,845 accrued interest payable, $10,900 in fees, $27,736 in penalties, $5,709 adjustment to debt discount and $1,030,229 loss on conversion of debt into common stock.

During the year ended June 30, 2016, the Company issued a total of 4,286,737 shares of its common stock, including 1200,000 shares issuable as of June 30, 2015.

On July 22, 2015, the Company sold 48,245 shares of common stock for $55,000 cash.

On July 30, 2015, the Company issued 26,885 shares of common stock for debt converted of $31,466.

On August 6, 2015, the Company issued to Shang Fei, a former board member, 17,606 shares of common stock for debt converted of $19,015 and 194,444 shares of common stock for debt converted of $210,000, for a total of 212,050 shares of common stock. See Note 4.

On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Grillo, a director of the Company, for services from September 25, 2015 through March 31, 2016 valued at $177,500.

On March 15, 2016, the Company issued 242,424 shares of common stock to Sophia Rubakh, a relative of Rubakh, in consideration of various consulting administrative and marketing services provided to the Company. The shares were issued with a value of $0.21 per share, or $50,909.

On April 25, 2016, the Company issued 500,000 shares of common stock to Falcones as compensation for his services. The shares were issued with a value of $0.21 per share or $105,000.

F-20

On June 27, 2016, Rubakh converted his convertible promissory note in the amount of $81,364 into 2,712,133 shares of common stock. The conversion price was $0.03 per share whereas the current stock price was $0.14 per share, therefore, a loss of $298,335 was recorded.

For the year ended June 30, 2016, the Company authorized the issuance of 360,000 shares of common stock as part of Rubakh's compensation package, of which 300,000 shares were issued and 60,000 shares were issuable at June 30, 2016. Stock-based compensation of $489,117 was recorded.

7. WARRANTS

The Company has granted warrants to officers and directors. Warrant activity for officers and directors for the years ended June 30, 2017 and 2017 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2015		-			-
Granted		6,000,000		$	0.74
Exercised		-		$	-
Forfeited or expired		(3,000,000	)	$	0.74
Outstanding at June 30, 2016		3,000,000		$	0.74		4.31	$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(3,000,000	)	$	0.74
Outstanding at June, 2017		-		$	-		-	$	-

On January 2, 2016, the Company issued 3,000,000 warrants to Steve Rubakh as a compensation incentive. The warrants were to expire on January 2, 2021. The exercise price was $0.74 and the warrant had a cashless exercise option. The warrants were valued at $1,149,000 using a Black-Scholes calculation and recorded as compensation expense. The warrants were surrendered by Steve Rubakh in June 2017 and cancelled.

On January 2, 2016, the Company issued 3,000,000 warrants to Falcones as a compensation incentive. The warrants were to expire on January 2, 2021. The exercise price was $0.74 and the warrant had a cashless exercise option. The warrants were valued at $1,149,000 using a Black-Scholes calculation. As part of the April 6, 2016 sale of Viva Entertainment, these warrants were cancelled effective the date of issuance, therefore there was no expense recorded related to the issuance.

The Company has granted warrants to non-employee lenders in connection with the issuance of certain convertible promissory notes, certain of which were subsequently surrendered to the Company and cancelled. See Note 5. Warrant activity for these warrants for the years ended June 30, 2017 and 2016 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2015
Granted		60,000		$	0.25
Exercised		-
Forfeited or expired		-
Outstanding at June 30, 2016		60,000		$	0.25		2.81	$	-
Granted		2,540,833		$	0.02
Exercised		-		$	-
Forfeited or expired		(1,960,000	)	$	0.01
Outstanding at June 30, 2017		640,833		$	0.09		5.25	$	-

The warrants were valued at the grant date using a Black-Scholes calculation. During the years ended June 30, 2017 and 2016, stock-based compensation totaling $20,844 and $10,320 was recorded for the warrants.

F-21

8. 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 regard to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished.

9. INCOME TAXES

For the years ended June 30, 2016 and 2015, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of June 30, 2017, the Company has net operating loss carry forwards of approximately $644,000 that expire through the year 2035. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

The Company’s income tax expense (benefit) differs from the “expected” tax expense (benefit) for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% to income (loss) before income taxes), as follows:

	Years Ended June 30,
	2017			2016
Tax expense (benefit) at the statutory rate	$	113,178		$	(1,710,398	)
State income taxes, net of federal income tax benefit		(33,889	)		(29,844	)
Non-deductible items		825,797			1,555,101
Non-taxable items		(1,002,557	)		-
Change in valuation allowance		97,471			185,141
Total	$	-		$	-

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

F-22

The tax years 2014 through 2017 remain open to examination by federal agencies and other jurisdictions in which it operates.

The tax effect of significant components of the Company’s deferred tax asset at June 30, 2017 and 2016, respectively, are as follows:

	June 30,
	2017			2016
Net operating loss carryforward	$	286,612		$	185,141
Less valuation allowance		(286,612	)		(185,141	)
Net	$	-		$	-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of the historical earnings history of the Company, the net deferred tax assets for 2017 were fully offset by a 100% valuation allowance.

10. SUBSEQUENT EVENTS

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

Subsequent to June 30, 2017, the Company issued a total of 99,704,003 shares of its common stock to various lenders in a multiple conversions of convertible promissory note principal totaling $42,276. Pursuant to these conversions, the following convertible notes payable were extinguished in full (see Note 5): River North $4,660; Global $18,700; EMA $8,916 and GPL $10,000.

In July 2017, the Company converted the remaining principal balance of the convertible note receivable balance from Viva Entertainment (see Note 4) and received a total of 84,250,000 common shares of Viva Entertainment. The Company subsequently sold a total of 170,250,000 common shares of Viva Entertainment and received additional net proceeds of approximately $554,000.

In a cashless exercise in July 2017, a warrant holder partially exercised its warrant receiving 9,421,000 shares of the Company’s common stock.

On July 5, 2017, the Company loaned Viva Entertainment $50,000 in the form of a convertible promissory note. The note bears interest at 10% and matures on July 5, 2018. The note is convertible into common shares of Viva Entertainment at an exercise price of 40% of the lowest trading price during the ten trading days ending on the trading date prior to the conversion notice. On August 1, 2017, the Company converted the $50,000 principal of the note into 55,555,555 restricted common shares of Viva Entertainment.

On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s common stock, effective upon approval by the Financial Industry Regulatory Authority (“FINRA”).

On August 31, 2017, the Company issued 17,361,111 shares of its common stock to an officer in payment of $15,625 accrued compensation.

F-23

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other post-closing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Management's Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2017. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:

1.

As of June 30, 2017, we did not maintain effective controls over the control environment. Specifically, the Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-B. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness.

2.

As of June 30, 2017, due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls and engaged an outside financial consultant to lessen the issue of segregation of duties over accounting, financial close procedures and controls over financial statement disclosure. Accordingly, management has determined that this control deficiency constitutes a material weakness.

Because of these material weaknesses, management has concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2017, based on the criteria established in "Internal Control-Integrated Framework" issued by the COSO.

24

Changes in Internal Control Over Financial Reporting.

There have been no changes in the Company's internal control over financial reporting through the date of this report or during the quarter ended June 30, 2017, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

Independent Registered Accountant's Internal Control Attestation.

This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

Corrective Action.

Management plans to address the structure of the Board of Directors and discuss adding an audit committee during fiscal year 2018.

ITEM 9B. OTHER INFORMATION.

None.

25

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

The following table sets forth the names and positions of our current executive officers and directors.

Name and Address	Age	Position(s) Held
Steve Rubakh	56	President, CEO, CFO, Secretary, and Director

Biographies of Directors and Executive Officers

Steve Rubakh has been our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and a Director since April 1, 2015. Mr. Rubakh founded EMS Factory, Inc., in 2011, where he oversaw the day to day operations and assisted in building and creating a vision for the company. At the end of 2014, Mr. Rubakh took the company to the next stage by initiating the development of the on-demand mobile application and platform on which the Company strategy is now based. In 2003, he founded Power Sports Factory, Inc., and served as the President until 2010. Prior to founding Power Sports Factory, Mr. Rubakh was the founder of International Parking Concepts specializing in providing services to the hospitality industry. Mr. Rubakh attended both Community College of Philadelphia and Temple University majoring in business administration.

Corporate Governance

Directors are elected at the annual stockholder meeting or appointed by our Board of Directors and serve for one year or until their successors are elected and qualified. When a new director is appointed to fill a vacancy created by an increase in the number of directors, that director holds office until the next election of one or more directors by stockholders. Officers are appointed by our Board of Directors and their terms of office are at the discretion of our Board of Directors.

Committees of our Board of Directors

Audit Committee. Our Board of Directors plans to establish an Audit Committee, the members of which shall be considered as independent under the standards for independence for audit committee members established by the NYSE. The Audit Committee will operate under a written charter.

Other Committees. The Board does not have standing compensation or nominating committees. The Board does not believe a compensation or nominating committee is necessary based on the size of the Company, the current levels of compensation to corporate officers and voting control by our major stockholder. The Board will consider establishing compensation and nominating committees at the appropriate time.

Stockholder Communications

The Board has not established a formal process for stockholders to send communications, including director nominations, to the Board; however, the names of all directors are available to stockholders in this report. Any stockholder may send a communication to any member of the Board of Directors, in care of the Company, at 73 Buck Road, Suite 2, Huntingdon Valley, PA 19006 (Attention: Secretary). Director nominations submitted by a stockholder will be considered by the full Board. Due to the infrequency of stockholder communications to the Board, the Board does not believe that a more formal process is necessary. However, the Board will consider, from time to time, whether adoption of a more formal process for such stockholder communications has become necessary or appropriate.

26

Other Information about our Board of Directors

During our fiscal year ended June 30, 2017, our Board of Directors acted by written consent 14 times.

We do not have a formal policy on attendance at meetings of our shareholders; however, we encourage all Board members to attend shareholder meetings that are held in conjunction with a meeting of our Board of Directors.

Board Role in Risk Oversight

Our Board has overall responsibility for risk oversight with a focus on the most significant risks facing our Company. Not all risks can be dealt with in the same way, and it is the Board’s responsibility to evaluate the potential adverse impact of risks faced by the Company and the resources allocated to avoid or mitigate the potential adverse impact.

Risk Assessment in Compensation Programs

The responsibility of the Board is to assess the Company’s compensation programs to identify potential risks arising from the Company’s compensation policies and practices that are reasonably likely to have a material adverse effect on the Company.

Directors’ and Officers’ Liability Insurance

The Company does not have directors’ and officers’ liability insurance insuring our directors and officers against liability for acts or omissions in their capacities as directors or officers.

Director Compensation

We compensate directors as per specific agreements with each director. In fiscal year 2016, we issued Daniel Grillo 125,000 shares of common stock as compensation for his services. Director compensation to Steve Rubakh is included in the total compensation discussed in Item 11, Executive Compensation.

Director	Year	Fees Earned or Paid in Cash ($)		Stock Awards (1) ($)		Warrant Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Daniel Grillo	2017		-		-		-		-		-		-		-
	2016		-		177,500		-		-		-		-		177,500

__________

(1) On September 25, 2015, the Company authorized the issuance of 125,000 shares of the Company’s common stock as part of an agreement with Daniel Grillo, a director of the Company, for services from September 25, 2015 through March 31, 2016. The shares were valued at $177,500 based on the market price on the date of issuance.

Section 16(a) Compliance by Officers and Directors

Based solely upon a review of Forms 3, 4 and 5 and amendments to these forms furnished to us, together with written representations received by us from applicable parties that no Form 5 was required to be filed by such parties, all parties subject to the reporting requirements of Section 16(a) of the Exchange Act filed all such required reports during and with respect to our fiscal year ended June 30, 2017, except as follows.

27

Mr. Steve Rubakh, our CEO filed on September 19, 2016, a late Form 4 that reported the following transactions: the acquisition on June 27, 2016, through debt conversion, of 2,712,133 shares of common stock; the sale on August 30, 2016, of 10,500 shares of common stock; the sale on August 31, 2016 of 10,000 shares of common stock; and the sale on September 7, 2016 of 309,612 shares of common stock. On June 23, 2017, Mr. Rubakh filed a late Form 4 that reported the following transactions: the issuance to him on February 14, 2017 by the Company of 6,618,400 shares of common stock in conversion by Mr. Rubakh of outstanding debt of the Company; the issuance to Mr. Rubakh of 12,487,400 shares of common stock on February 14, 2017 by the Company in conversion by Mr. Rubakh of accrued payroll debt; the sale on March 31, 2017 of 608,085 shares of common stock; and the sale on April 25, 2017 of 231,116 shares of common stock. On August 3, 2017, Mr. Rubakh filed a Form 5 that reported five issuances to him by the Company of 30,000 shares each of Series B Preferred Stock on August 29, September 1 and November 1, 2016, and on February 22 and May 2, 2017.

Code of Ethics

We plan to adopt a revised Code of Ethics designed to deter wrongdoing and promote honest and ethical conduct, full, fair and accurate disclosure, compliance with laws, prompt internal reporting and accountability to adherence to the Code of Ethics.

ITEM 11. EXECUTIVE COMPENSATION.

General

We have one executive officer, who is currently our only employee. On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to reduce his compensation to $75,000 per year and to terminate a prior arrangement to issue 30,000 shares of common stock each month, and in exchange, Steve Rubakh is to receive 30,000 shares of Series B Preferred Stock on a quarterly basis.

On July 29, 2017, the Board of Directors of the Company approved a change to the compensation of Steve Rubakh, increasing his annual salary to $125,000 and retaining the issuance of 30,000 shares of Series B Preferred Stock on a quarterly basis.

The following summary compensation table sets forth information concerning compensation for services rendered in all capacities, including that of director, during fiscal years 2017 and 2016 awarded to, earned by or paid to our executive officer.

Name and Principal Position	Year	Salary ($)	Bonus ($)		Stock Awards(2) ($)	Option and Warrant Awards ($)		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Steve Rubakh Chief Executive Officer,	2017	75,000			725,400		-		-		-		-	800,400
Chief Financial Officer and Director(1)	2016	26,381		-	489,117		-		-		-		34,756	550,254

___________

(1)	Mr. Rubakh was appointed as CEO, CFO and Director on April 1, 2015.
(2)	For the year ended June 30, 2017, the Company authorized the issuance of 150,000 shares of Series B preferred stock as part of Steve Rubakh's compensation package. Stock-based compensation of $725,400 was recorded, based on the market price of the Company’s common stock on an “as converted” basis.

Accrued compensation payable to Steve Rubakh at June 30, 2017 was $28,568.

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Board of Directors Policy on Executive Compensation

Executive Compensation

Our executive compensation philosophy is to provide competitive levels of compensation by recognizing the need for multi-discipline management responsibilities, achievement of our Company’s overall performance goals, individual initiative and achievement, and allowing our Company to attract and retain management with the skills critical to its long-term success. Management compensation is intended to be set at levels that we believe is consistent with that provided in comparable companies. Our Company’s compensation programs will be designed to motivate executive officers to meet annual corporate performance goals and to enhance long-term stockholder value. Our Company's executive compensation has four major components: base salary, performance incentive, incentive stock options and other compensation. Our executive officer is not paid a base salary at this time, but is receiving stock compensation only.

Executive Base Salaries

Base salaries are determined by evaluating the various responsibilities for the position held, the experience of the individual and by comparing compensation levels for similar positions at companies within our principal industry. We plan to review our executives’ base salaries and determine increases based upon an officer’s contribution to corporate performance, current economic trends and competitive market conditions.

Performance Incentives

We plan to utilize performance incentives based upon criteria relating to performance in special projects undertaken during the past fiscal year, contribution to the development of new products, marketing strategies, manufacturing efficiencies, revenues, income and other operating goals to augment the base salaries received by executive officers.

Incentive Stock Options

Our Company plans to utilize stock options as a means to attract, retain and encourage management and to align the interests of executive officers with the long-term interest of our Company’s stockholders.

Benefits and Other Compensation

At this time, our Company does not offer a health plan to its executive officers or employees.

Retirement and Post-Retirement Benefits

Our Company does not offer at this time a post-retirement health plan to its executive officers or employees unless it is included in an employment agreement directly entered between employee and us.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the beneficial ownership of the Company’s common stock (and preferred stock) as of August 28, 2017, for:

i.	each person or entity who, to our knowledge, beneficially owns more than 5% of our common stock;
ii.	each executive officer and named officer;
iii.	each director; and
iv.	all of our officers and directors as a group.

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Except as indicated in the footnotes to the following table, the persons named in the table has sole voting and investment power with respect to all shares of common stock and preferred stock beneficially owned. Except as otherwise indicated, the address of each of the stockholders listed below is: c/o 73 Buck Road, Suite 2, Huntingdon Valley, PA 19006.

Title of Class	Name of Beneficial Owners	Amount and Nature of Ownership (1)		Percent of Class(2)
Common stock, $0.001 par value	Steve Rubakh (3)(4)		51,166,629		13.20	%
Series A preferred stock, $0.001 par value	Steve Rubakh (3)(5)		500,000		100.00	%
Series B preferred stock, $0.001 par value	Steve Rubakh (3)(6)		180,000		100.00	%
Common stock, $0.001 par value	All officers and directors as a group		51,166,629		13.20	%
Series A preferred stock, $0.001 par value	All officers and directors as a group		500,000		100.00	%
Series B preferred stock, $0.001 par value	All officers and directors as a group		180,000		100.00	%

__________   

(1)	Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power to the shares of the Company's common stock.
(2)	As of August 28, 2017, a total of 369,753,151 shares of the Company's common stock are outstanding. For each Beneficial Owner listed, any options exercisable within 60 days have been also included for purposes of calculating their percent of class.
(3)	Officer and director.
(4)	Mr. Rubakh owns 33,166,629 shares of common stock directly, and 180,000 shares of Series B Convertible Preferred Stock directly, convertible into 18,000,000 shares of common stock. Mr. Rubakh also owns all of the outstanding 500,000 shares of super-voting Series A Preferred stock.
(5)	The Series A preferred stock is not convertible into common stock, but is representative of 500,000,000 shares of common stock solely for voting purposes.
(6)	The Series B preferred stock is convertible into 18,000,000 shares of common stock, and the holder has the right to vote, together with holders of Common Stock, on an as "converted basis".

Changes in Control

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Steve Rubakh, the Company’s President and Chief Executive Officer, as a compensation incentive. The warrants were to mature on January 2, 2021 and had an exercise price of $0.74 and a cashless exercise option. The warrants were surrendered by Steve Rubakh in June 2017 and cancelled

On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to reduce his compensation to $75,000 per year and to terminate the monthly issuance of 30,000 shares of common stock and in exchange, Steve Rubakh is to receive 30,000 shares of Series B Preferred Stock on a quarterly basis. For the year ended June 30, 2017, the Company authorized the issuance of 150,000 shares of Series B preferred stock as part of Steve Rubakh's compensation package. Stock-based compensation of $725,400 was recorded.

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On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to convert $6,000 of accrued compensation into 300,000 shares of common stock, at a conversion rate of $0.02 per share. The current price of the common stock was $0.125, therefore, a loss on conversion of $31,500 was recorded.

On February 14, 2017, the Board of Directors of the Company agreed with Steve Rubakh to convert $31,216 of accrued compensation into 12,486,400 shares of common stock, at a conversion rate of $0.0025 per share.

On February 14, 2017, 6,618,400 shares of common stock valued at $16,546 were issued to Steve Rubakh to reimburse him for payments made by him to a vendor.

Due to related parties, primarily shareholders, was $20,216 at June 30, 2017.

Included in accrued expenses at June 30, 2017 was $28,568 payable to Steve Rubakh for accrued compensation.

Director Independence

We currently have no independent directors as that term is defined in Rule 4200 of Nasdaq’s listing standards.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Audit Fees

For the years ended June 30, 2017 and 2016, the aggregate fees billed by Leigh J. Kremer, CPA for professional services rendered for the audit (including quarterly review) of our annual consolidated financial statements included in our annual report on Form 10-K were $17,000 and $12,500, respectively. Audit fees consist of amounts billed for the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagement

Audit-Related Fees

For the years ended June 30, 2017 and 2016, no audit-related fees were billed by Leigh J. Kremer, CPA. Audit-related fees consist of assurance and related services that are reasonably related to the performance of the audit and reviews of our financial statements and are not included in “audit fees.”

Tax Fees

Tax fees consist of professional services rendered for tax compliance, tax advice and tax planning. The nature of these tax services is tax preparation. Our accounting firm does not provide us with tax compliance, tax advice or tax planning services.

All Other Fees

None.

Audit Committee Approval

We do not have an audit committee of our board of directors. We believe that each member of our board has the expertise and experience to adequately serve our stockholders’ interests while serving as directors. Since we are not required to maintain an audit committee and our full board acts in the capacity of an audit committee, we have not elected to designate any member of our board as an “audit committee financial expert.”

Board of Directors Approval of Audit-Related Activities

Management is responsible for the preparation and integrity of our financial statements, as well as establishing appropriate internal controls and financial reporting processes. Marcum is responsible for performing an independent audit of our financial statements and issuing a report on such financial statements. Our board of directors’ responsibility is to monitor and oversee these processes.

Our board reviewed the audited financial statements of our Company for the year ended June 30, 2017 and met with the independent auditors, separately and together, to discuss such financial statements. Management and the auditors have represented to us that the financial statements were prepared in accordance with generally accepted accounting principles in the United States. Based upon these reviews and discussions, our board authorized and directed that the audited financial statements be included in our Annual Report on Form 10-K for the year ended June 30, 2017.

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PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES.

(a) Financial Statements

The financial statements and included in this Annual Report on Form 10-K are included in Item 8 in this Annual Report.

(b) Exhibits

The following exhibits are being filed as part of this Annual Report on Form 10-K, or incorporated herein by reference as indicated.

Exhibit Number	Exhibit Description
3.1	Certificate of Incorporation of the Company. [Incorporated by reference to Exhibit 2 to Company’s Registration Statement on Form S-1, filed with the SEC on June 7, 2011.]
3.1(a)	Certificate of Amendment, filed December 1, 2014. [Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on December 8, 2014.]
3.1(b)	Certificate of Designations of the Company’s Series A Preferred Stock, filed March 12, 2015. [Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2015.]
3.2	By-Laws of the Company. [Incorporated by reference to Exhibit 3 to Company’s Registration Statement on Form S-1, filed with the SEC on June 7, 2011.]
3.2(a)	Amendment to Exhibit A to the Company’s By-Laws, effective August 12, 2015. [Incorporated by reference to Exhibit 10.2(a) to our Current Report on Form 8-K, filed with the SEC on August 12, 2015.]
3.1(c)	Certificate of Amendment to Articles of Incorporation, filed August 3, 2016, with the Secretary of State of Nevada. [Incorporated by reference to Exhibit 3.1(c) to our Current Report on Form 8-K, filed with the SEC on August 11, 2016.]
3.1(d)	Certificate of Correction, filed with the Nevada Secretary of State on November 7, 2016. [Incorporated by reference to Exhibit 3.1(d) to our Current Report on Form 8-K, filed with the SEC on November 18, 2016.]
3.1(e)	Certificate of Designation for the Company’s Series B Preferred Stock, filed with the Secretary of State of Nevada on December 21, 2015, filed herewith.
3.1(f)	Certificate of Amendment, filed with the Secretary of State of Nevada on March 15, 2017, filed herewith.
3.1(g)	Articles of Merger for the merger of the Company’s wholly-owned subsidiary, Interactive Ventures, Inc., into the Company, filed with the Secretary of State of Nevada on June 14, 2017. [Incorporated by reference to Exhibit 3.1(f) to our Current Report on Form 8-K, filed with the SEC on June 19, 2017.]
10.1	Share Exchange Agreement, dated March 31, 2015, between the Company, EMS Factory, Inc., and the shareholders of EMS Factory, Inc. [Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on April 7, 2015.]
10.2	Employment Agreement, dated October 28, 2015, between Viva Entertainment Group, Inc., a subsidiary of the Company and Johnny Falcones. [Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on October 30, 2015.]

32

10.3	Form of Common Stock Purchase Warrant issued October 8, 2015. [Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on October 30, 2015.]
10.4	$125,000 Promissory Convertible Note issued to LG Capital Funding, LLC. [Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on November 10, 2015.]
10.5	Securities Purchase Agreement, dated as of October 22, 2015, between LG Capital Funding, LLC and the Company. [Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K, filed with the SEC on November 10, 2015.]
10.6	Termination Agreement, dated April 5, 2016, by and among the Company, Viva Entertainment Group, Inc., a subsidiary of the Company, and Johnny Falcones. [Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K, filed with the SEC on April 11, 2016.]
10.7	Purchase Agreement, dated as of April 5, 2016, by and among the Company, Viva Entertainment Group, Inc., a subsidiary of the Company, Black River Petroleum Corp., Alexander Stanbury, Steve Rubakh and Johnny Falcones. [Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K, filed with the SEC on April 11, 2016.]
10.8	$33,333 Promissory Convertible Note issued July 21, 2016 to Old Main Capital, LLC. [Incorporated by reference to Exhibit 10.8 to our Current Report on Form 8-K, filed with the SEC on August 11, 2016.]
10.9	$2,000,000 Equity Purchase Agreement, dated as of July 21, 2016, between Old Main Capital, LLC and the Company. [Incorporated by reference to Exhibit 10.9 to our Current Report on Form 8-K, filed with the SEC on August 11, 2016.]
10.10	$33,333 Promissory Convertible Note issued July 25, 2016 to River North Equity, LLC. [Incorporated by reference to Exhibit 10.10 to our Current Report on Form 8-K, filed with the SEC on August 11, 2016.]
10.11	Equity Purchase Agreement, dated as of July 25, 2016, between River North Equity, LLC and the Company. [Incorporated by reference to Exhibit 10.11 to our Current Report on Form 8-K, filed with the SEC on August 11, 2016.]
10.12	Securities Purchase Agreement, dated August 10, 2016, between Global Opportunity Group, LLC, and the Company, filed herewith. [Incorporated by Reference to Exhibit 10.12 to our Annual Report on Form 10-K, filed with the SEC on September 27, 2016.]
10.13	Common Stock Purchase Warrant, dated August 10, 2016, issued to Global Opportunity Group, LLC. [Incorporated by Reference to Exhibit 10.13 to our Annual Report on Form 10-K, filed with the SEC on September 27, 2016.]
10.14	Securities Purchase Agreement, dated August 23, 2016, between EMA Financial, LLC, and the Company. [Incorporated by Reference to Exhibit 10.14 to our Annual Report on Form 10-K, filed with the SEC on September 27, 2016.]
10.15	Viva Entertainment Group Promissory Note, as amended February 27, 2017. [Incorporated by reference to Exhibit 10.15 to our Current Report on Form 8-K, filed with the SEC on March 9, 2017 .]
31	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.
32	Section 1350 Certification of Chief Executive Officer and Principal Financial Officer. Filed herewith.

33

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Steve Rubakh	September 14, 2017
Steve Rubakh, Principal Executive Officer and Principal Accounting Officer	Date

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Steve Rubakh	September 14, 2017
Steve Rubakh, Director	Date

35

EX-3.1(E)

EXHIBIT 3.1 (e)

EMS FIND, INC.

CERTIFICATE OF DESIGNATION

PREFERENCES AND RIGHTS

OF

SERIES B CONVERTIBLE PREFERRED STOCK

Section 1. Designation, Amount and Par Value.

The series of preferred stock shall be designated as the Series B Convertible Preferred Stock (the “Series B Preferred Stock”), and the number of shares so designated and authorized shall be Five Hundred (500,000) Thousand. Each share of Series B Preferred Stock shall have a par value of $0.001 per share and a stated value of $0.001 per share (the “Stated Value”).

Section 2. Distributions.

So long as any shares of Series B Preferred Stock remain outstanding, neither the Company nor any subsidiary thereof shall, without the consent of the Holders of ninety percent (90%) of the shares of Series B Preferred Stock then outstanding (the “Requisite Holders”), (a) redeem, repurchase or otherwise acquire directly or indirectly any Junior Securities (as defined in Section 9), (b) directly or indirectly pay or declare any dividend or make any distribution upon, nor shall any distribution be made in respect of, any Junior Securities, or (c) set aside any monies to the purchase or redemption (through a sinking fund or otherwise) of any Junior Securities.

The sale, conveyance or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation shall be deemed a voluntary liquidation, dissolution or winding up of the corporation for purposes of this paragraph.  The merger or consolidation of the Corporation into or with any other corporation, or the merger or consolidation of any other corporation into or with the Corporation, shall not be deemed to be an event of liquidation, dissolution or winding up, if the holders of the Series B Preferred Stock outstanding upon the effectiveness of such merger or combination, receive for each share of Series B Preferred Stock one share of preference stock of the resulting or surviving corporation, which share of preferred stock will have rights and privileges roughly equivalent to the rights and privileges of the Series B Preferred Stock.

Section 2a. Dividends.

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.

1

Section 3. Voting Rights; Negative Covenants. 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. So long as any shares of Series B Preferred Stock are outstanding, the Company shall not and shall cause its subsidiaries not to, without the affirmative vote of the Requisite Holders, (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b) alter or amend this Certificate of Designation, (c) amend its certificate of incorporation, bylaws or other charter documents so as to affect adversely any rights of any Holders of the Series B Preferred Stock, (d) increase the authorized or designated number of shares of Series B Preferred Stock, (e) issue any additional shares of Series B Preferred Stock (including the reissuance of any shares of Series B Preferred Stock converted for Common Stock), (f) issue any Senior Securities, or (g) enter into any agreement with respect to the foregoing.

Section 4. Liquidation. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary or a Sale (as defined below) (a “Liquidation”), 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, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series B Preferred Stock shall be distributed among the holders of Series B Preferred Stock ratably in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. The Company shall mail written notice of any such Liquidation, not less than 45 days prior to the payment date stated therein, to each record Holder of Series B Preferred Stock. A “Sale” shall mean a sale of the majority of assets, a merger (other than where the Company is the surviving entity) or consolidation by the Company with another corporation or other entity.

Section 5. Conversion.

(a) Conversion at Option of Holder. At any time and from time to time after the issuance of the Series B Preferred Stock, each share of Series B Preferred Stock shall be convertible into One (100) Hundred shares of Common Stock (“Conversion Ratio”). To effect a conversion of Converted Shares, the Holder must deliver or fax an executed Notice of Conversion in the form attached hereto as Exhibit A (“Notice of Conversion”) to the Company, Attn: President, as provided in this Paragraph. The Notice of Conversion shall be executed by the Holder of one or more shares of Series B Preferred Stock (such Holder, a “Converting Holder”) and shall indicate such Holder’s intention to convert the specific number of Converted Shares, representing all or a portion of the Holder’s shares of Series B Preferred Stock. The date of conversion (the “Conversion Date”) shall be deemed to be the date on which the Holder faxes or otherwise delivers a Notice of Conversion to the Company, provided that, if the Notice of Conversion represents the conversion of all of the then Unconverted Preferred Stock of the Holder, the Holder must deliver to the Company the certificate or certificates representing all of the Holder’s Series B Preferred Stock no later than five (5) Trading Days thereafter. Each Conversion Notice shall specify the number of shares of Series B Preferred Stock to be converted, the date on which such conversion is to be effected, which date may not be prior to the date the Holder delivers such Conversion Notice (the “Conversion Date”). If no Conversion Date is specified in a Conversion Notice, the Conversion Date shall be the date that the Conversion Notice is delivered pursuant to this Section 5(a).

(b) Not later than five (5) Trading Days after a Conversion Date, the Company will deliver to the Holder a certificate or certificates representing the number of shares of Common Stock being issued upon the conversion of shares of Series B Preferred Stock. The Company shall, upon request of the Holder, use reasonable efforts to deliver any certificate or certificates required to be delivered by the Company under this Section electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

(c) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series B Preferred Stock, as herein provided, free from preemptive rights or any other actual or contingent purchase rights of persons other than the holders of Series B Preferred Stock, not less than 100% of such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of Section 6 upon the conversion of all outstanding shares of Series B Preferred Stock hereunder). The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.

2

Section 6. Adjustments to Conversion Ratio.

(a) The Conversion Ratio shall be subject to adjustment from time to time as follows:

(i) Sale. If, for as long as any shares of Series B Preferred Stock remain outstanding, the Company enters into a merger (other than where the Company is the surviving entity) or consolidation with another corporation or other entity (collectively, a "Sale"), the Company will require, in the agreements reflecting such transaction, that the surviving entity and, if an entity different from the successor or surviving entity, the entity whose capital stock or assets the holders of Common Stock of the Company are entitled to receive as a result of such transaction, expressly assume the obligations of the Company hereunder. Notwithstanding the foregoing, if the Company enters into a Sale and the holders of the Common Stock are entitled to receive stock, securities or property in respect of or in exchange for Common Stock, then as a condition of such Sale, the Company and any such successor, purchaser or transferee will agree that the Series B Preferred Stock may thereafter be converted on the terms and subject to the conditions set forth above into the kind and amount of stock, securities or property receivable upon such merger, consolidation or transfer by a Holder of the number of shares of Common Stock into which then outstanding shares of Series B Preferred Stock might have been converted immediately before such merger, consolidation or transfer, subject to adjustments which shall be as nearly equivalent as may be practicable. In the event of any such proposed Sale, the Holder hereof shall have the right to convert all of any of the outstanding Series B Preferred Stock by delivering a Notice of Conversion to the Company within 15 days of receipt of notice of such Sale from the Company.

(ii) Spin Off. If, for as long as any shares of Series B Preferred Stock remain outstanding the Company consummates a spin off or otherwise divests itself of a part of its business or operations or disposes of all or of a part of its assets in a transaction (the “Spin Off”) in which the Company, in addition to or in lieu of any other compensation received by the Company for such business, operations or assets, causes securities of another entity (the “Spin Off Securities”) to be issued to security holders of the Company, then the Company shall cause to be reserved Spin Off Securities equal to the number thereof which would have been issued to all Holders had all shares of Series B Preferred Stock outstanding on the record date (the “Record Date”), for determining the amount and number of Spin Off Securities to be issued to security holders of the Company (such outstanding shares of Series B Preferred Stock, the “Outstanding Preferred Stock”), if all Shares of Series B Preferred Stock had been converted as of the close of business on the Trading Day immediately before the Record Date (the “Reserved Spin Off Securities”);

(iii). Stock Splits, etc. If, at any time while any shares of Series B Preferred Stock remain outstanding (“Outstanding Shares”), the Company effectuates a stock split or reverse stock split of its Common Stock or issues a dividend on its Common Stock consisting of shares of Common Stock, the Conversion Ratio and any other amounts calculated as contemplated by this Certificate of Designations shall be equitably adjusted to reflect such action with respect to Outstanding Shares at the record date of such split. By way of illustration, and not in limitation, of the foregoing (a) if the Company effectuates a 2:1 split of its Common Stock, thereafter, with respect to any conversion with respect to Outstanding Shares for which the Company issues shares after the record date of such split, the Conversion Ratio shall be adjusted to equal one-half of what it had been calculated to be immediately prior to such split; (b) if the Company effectuates a 1:10 reverse split of its Common Stock, thereafter, with respect to any conversion with respect to Outstanding Shares for which the Company issues shares after the record date of such reverse split, the Conversion Ratio shall be adjusted to equal ten times what it had been calculated to be immediately prior to such split; and (c) if the Company declares a stock dividend of one share of Common Stock for every 10 shares outstanding, thereafter, with respect to any conversion with respect to Outstanding Shares for which the Company issues shares after the record date of such dividend, the Conversion Ratio shall be adjusted to equal such amount multiplied by a fraction, of which the numerator is the number of shares (10 in the example) for which a dividend share will be issued and the denominator is such number of shares plus the dividend share(s) issuable or issued thereon (11 in the example).

3

(iv). Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 6, the Company, at its expense, shall promptly compute such adjustment or readjustment and prepare and furnish to each Holder of Series B Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any Holder of Series B Preferred Stock, furnish to such Holder a like certificate setting forth (a) such adjustment or readjustment, (b) the Conversion Ratio in effect at the time and (c) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of a share of Series B Preferred Stock.

Section 7. Status as Stockholder. Upon submission of a Notice of Conversion by a Holder of Series B Preferred Stock, (i) the shares covered thereby shall be deemed converted into shares of Common Stock and (ii) the holder’s rights as a Holder of such converted shares of Series B Preferred Stock shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Company to comply with the terms of this Certificate of Designations.

Section 8. Rank of Series.  For proposes of this Certificate of Designation, the shares of Series B Preferred Stock shall rank junior to any stock of all other series of preferred stock currently issued, as to liquidation, winding up, or dissolution, as applicable, in preference or priority to the holders of such other class or classes.

Section 9. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“Common Stock” means the common stock, $.001 par value per share, of the Company, and stock of any other class into which such shares may hereafter have been reclassified or changed.

“Issuance Date” means the date printed on the certificate(s) evidencing the issuance of the Series B Preferred Stock.

“Holder” means a registered holder of a share or shares of Series B Preferred Stock.

“Junior Securities” means the Common Stock.

“Liquidation Preference” means, with respect to a share of Series B Preferred Stock, an amount equal to the Stated Value thereof.

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

4

“Senior Securities” means each class or series of capital stock of the Company authorized prior to the original filing of this Certificate of Designations that, by its terms, is senior to the Series B Preferred Stock as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

“Trading Day” means (a) a day on which the Common Stock is traded on the OTC Bulletin Board or other stock exchange or market on which the Common Stock has been listed, or (b) if the Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common Stock is quoted in the over-the-counter market as reported by the National Quotation Bureau Incorporated (or any similar organization or agency succeeding its functions of reporting prices).

IN WITNESS WHEREOF, the undersigned hereby declares under penalty of perjury under the laws of the State of Nevada that he has read the foregoing Certificate of Designation and knows the contents thereof, and he is duly authorized to execute the same on behalf of the Company, this 21^st day of December, 2015.

EMS FIND, INC.
By:	/s/ Steve Rubakh
Title:

5

EX-3.1(F)

EXHIBIT 3.1(f)

CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

FOR NEVADA PROFIT CORPORATIONS

(Pursuant to NRS 78.385 and 78.390 – After issuance of Stock)

1.	Name of corporation: EMS Find, Inc.
2.	The articles have been amended as follows: the following amended Article 3. shall replace, in its entirety, the Article 3. of the Corporation’s Articles of Incorporation:

“3. The corporation shall have authority to issue a total of Two Billion Twenty Million (2,020,000,000) shares, of which Two Billion (2,000,000,000) shares shall be Common Stock, par value $.001 per share (the "Common Stock"), and Twenty Million (20,000,000) shares shall be Preferred Stock, par value $.001 per share (the "Preferred Stock").”

3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: a majority.

 __________, 2017 By: /s/ Steve Rubakh

4. Officer Signature: _____________________________________________________________________________________________

Steve Rubakh, President and Chief Executive Officer

EX-31

EXHIBIT 31

SECTION 302 CERTIFICATION

I, Steve Rubakh, certify that:

1.	I have reviewed this Annual Report on Form 10-K of Integrated Ventures, Inc. (formerly EMS Find, Inc.);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer(s) and I have disclosed, based on Integrated Ventures’ most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (of 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 registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: September 14, 2017	By:	/s/ Steve Rubakh
		Steve Rubakh, President
		(Principal Executive Officer)

EX-32

EXHIBIT 32

CERTIFICATION 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 Annual Report of Integrated Ventures, Inc. (formerly EMS Find, Inc.) (the “Company”) on Form 10-K for the year ended June 30, 2017 (the “Report”) I, Steve Rubakh, President of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

(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.

Dated: September 14, 2017	By:	/s/ Steve Rubakh
		Steve Rubakh, President
		(Principal Executive Officer)

This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Document and Entity Information - USD ($)	12 Months Ended
	Jun. 30, 2017	Sep. 14, 2017	Dec. 31, 2016
Document And Entity Information
Entity Registrant Name	INTEGRATED VENTURES, INC.
Entity Central Index Key	0001520118
Document Type	10-K
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Public Float Entity			$ 206,959
Entity Common Stock, Shares Outstanding		387,114,262
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2017

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Balance Sheets - USD ($)	Jun. 30, 2017	Jun. 30, 2016
Current assets:
Cash	$ 15,691	$ 1,974
Marketable securities	253,998
Prepaid expenses	7,500	566
Note receivable	16,872
Accrued interest receivable	1,519
Total Current Assets	295,580	2,540
Other assets:
Property and equipment held for sale, net		4,870
Deposits	700	700
Total other assets	700	5,570
Total assets	296,280	8,110
Current liabilities:
Convertible notes payable, net of discounts	47,814	188,130
Note payable	125,000
Accounts payable	27,417	25,610
Due to related party	20,216	31,476
Accrued expenses	57,032	36,543
Derivative liability	226,731	1,208,414
Total current liabilities	504,210	1,490,173
Total liabilities	504,210	1,490,173
Commitments and contingencies
Stockholders’ deficit:
Common stock, $0.001 par value, (2,000,000,000 shares authorized, 260,628,148 and 32,711,272 shares issued and outstanding as of June 30, 2017 and 2016, respectively)	260,628	32,711
Additional paid-in capital	4,357,674	3,644,483
Accumulated deficit	(4,826,882)	(5,159,757)
Total stockholders' deficit	(207,930)	(1,482,063)
Total liabilities and stockholders' deficit	296,280	8,110
Series A Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock	500	500
Series B Preferred Stock [Member]
Stockholders’ deficit:
Preferred stock	$ 150

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Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2017	Jun. 30, 2016
Preferred stock, shares authorized	20,000,000
Common stock, par value per share	$ 0.001	$ 0.001
Common stock, shares authorized	2,000,000,000	2,000,000,000
Common stock, shares issued	260,628,148	32,711,272
Common stock, shares outstanding	260,628,148	32,711,272
Series A Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000
Series B Preferred Stock [Member]
Preferred stock, par value per share	$ 0.001	$ 0.001
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	150,000	0
Preferred stock, shares outstanding	150,000	0

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Statements of Operations - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Statements Of Operations
Revenue
Operating expenses:
General and administrative	1,035,762	3,353,773
Research and development	21,636	120,197
Depreciation and amortization		47
Total operating expenses	1,057,398	3,474,017
Loss from operations	(1,057,398)	(3,474,017)
Other income (expense):
Interest and other income	2,408
Realized gain on sale of marketable securities	136,664
Unrealized gain on marketable securities	240,800
Interest expense	(656,421)	(477,566)
Change in fair value of derivative liability	2,707,896	(1,056,145)
Loss on disposition of property and equipment	(4,870)	(22,855)
Loss on extinguishment of debt	(1,036,204)
Total other income (expense)	1,390,273	(1,556,566)
Income (loss) before income taxes	332,875	(5,030,583)
Provision for income taxes
Net income (loss)	$ 332,875	$ (5,030,583)
Net income (loss) per common share, basic and diluted	$ 0.00	$ (0.17)
Weighted average number of common shares outstanding:
Basic	78,206,820	29,215,122
Diluted	317,254,220	29,215,122

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

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Statements of Cash Flows - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income (loss)	$ 332,875	$ (5,030,583)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation	746,243	3,049,503
Amortization of debt discount	481,346	441,240
Amortization of original issue discount	28,401	23,668
Change in fair value of derivative liability	(2,707,896)	1,056,145
Loss on disposition of property and equipment	4,870	22,855
Loss on extinguishment of debt	1,036,204
Realized gain on sale of marketable securities	(136,664)
Unrealized gain on marketable securities	(240,800)
Financing fees related to notes payable	121,101	12,000
Depreciation and amortization		47
Discontinued operations		3,743
Changes in assets and liabilities:
Prepaid expenses	(6,934)
Accrued interest receivable	(909)
Deposits		(700)
Accounts payable	18,353	5,065
Due to related party	16,971	(97,539)
Accrued expenses	41,156	36,543
Net cash used in operating activities	(265,683)	(478,013)
Cash flows from investing activities:
Net proceeds from the sale of marketable securities	52,800
Net cash provided by investing activities	52,800
Cash flows from financing activities:
Proceeds from convertible notes payable	226,600	200,500
Proceeds from related party		178,644
Proceeds from sale of common stock		55,000
Net cash provided by financing activities	226,600	434,144
Net increase (decrease) in cash	13,717	(43,869)
Cash, beginning of year	1,974	45,843
Cash, end of year	15,691	1,974
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Non-cash investing and financing activities:
Shares issued for convertible notes payable	1,368,751	260,480
Shares issued for due to related party	68,716	210,000
Shares issued for accounts payable	16,546
Derivative liability	(1,726,213)
Cancellation of preferred stock		(500)
Debt discount
Accrued interest for notes payable	$ 462

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Integrated Ventures, Inc. (the "Company," "we," "our," or "EMS Find") 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. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc.

On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. ("EMS Factory"), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the "Selling Shareholder") pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Company's restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company's Series A Preferred Stock, par value $0.001. As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company's currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS Factory. As of the second quarter of 2015, EMS Factory discontinued operations.

On October 21, 2015, the Company formed Viva Entertainment Group, Inc. ("Viva Entertainment,") a Delaware corporation, as a wholly-owned subsidiary. Viva Entertainment was formed to manage the development and marketing of it's over the top ("IPTV/OTT") application for connected TVs, desktop computers, tablets and smart phones. On April 6, 2016, the Company sold Viva Entertainment to Black River Petroleum Corp. ("Black River."

The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in the on-demand mobile healthcare sector, and plans to expand its mobile technology operations to acquisitions of or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets. There is no assurance that the required additional capital for this effort will be available to enable us to expand the scope of our operations into this area.

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.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $15,691 and $1,974 as of June 30, 2017 and 2016, respectively.

Marketable Securities

The marketable security investments of the Company include common shares of Viva Entertainment received in the conversion of a convertible note receivable from Viva. These marketable securities are 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 Held for Sale

Property and equipment held for sale as of June 30, 2016 consisted of ambulances and medical equipment stated at cost, which was disposed of in fiscal year 2017.

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 using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of 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 Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options and warrants at the grant date by using the Black-Scholes option-pricing model.

The Company accounts for non-employee share-based awards based upon ASC 505-50, "Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

Revenue Recognition

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers 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, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered.

Income Taxes

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of June 30, 2017, tax years 2016 and 2015 remains open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

The Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

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.

As of June 30, 2017, dilutive common stock equivalent shares which may dilute future earnings per share include 239,047,400 common shares issuable upon conversion of convertible notes payable. As of June 30, 2016, 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.

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

	Year Ended June 30,
	2017		2016
Weighted average number of shares outstanding – basic		78,206,820		29,215,122
Dilutive effect of convertible debt		239,047,400		-
Weighted average number of shares outstanding – diluted		317,254,2207		29,215,122

Fair Value of Financial Instruments

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

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

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

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

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

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

	Total		Level 1		Level 2		Level 3
June 30, 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
June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731
Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731
June 30, 2016:
Derivative liabilities	$	1,208,414	$	-	$	-	$	1,208,414
Total liabilities measured at fair value	$	1,208,414	$	-	$	-	$	1,208,414

During the years ended June 30, 2017 and 2016, the Company had the following activity in its derivative liability:

Derivative liability at June 30, 2015	$	-
Addition to liability for new debt issued		152,269
Change in fair value		1,056,145
Derivative liability at June 30, 2016		1,208,414
Addition to liability for new debt issued		1,726,213
Change in fair value		(2,707,896	)
Derivative liability at June 30, 2017	$	226,731

Reclassifications

Certain amounts in the financial statements for the year ended June 30, 2016 have been reclassified to conform to the presentation for the year ended June 30, 2017.

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.

In January 2017, the FASB issued Accounting Standards Update ("ASU") No. 2017-4, "Intangibles – Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill Impairment." This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.

In January 2017, the FASB issued ASU No. 2017-1, "Business Combinations (Topic 805): Clarifying the Definition of a Business." The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its 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.

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GOING CONCERN

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 2 - GOING CONCERN

The Company has not generated any operating revenues, has recurring losses from operations, a working capital deficiency as of June 30, 2017 of $208,630, and used net cash in operations of $265,683 and $478,013 for the years ended June 30, 2017 and 2016, respectively. In addition, as of June 30, 2017, the Company had an accumulated deficit of $4,826,882. These conditions raise substantial doubt about the Company's ability to continue as a going concern.

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern and the realization of assets and satisfaction of liabilities in the normal course of business. The ability of the Company to continue its 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 generating additional cash from the equity/debt markets or other sources to be used for operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of assets and liabilities that might be necessary. Based on the Company's current resources, the Company will not be able to continue to operate without additional immediate funding. Should the Company not be successful in 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.

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RELATED PARTY TRANSACTIONS

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 3 - RELATED PARTY TRANSACTIONS

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the Company had issued to him in March 2015. Mr. Shang Fei also has provided the Company with $260,000 of capital of which $210,000 and a prior loan for expenses of $19,015 were converted into 212,050 shares of common stock.

On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Daniel Grillo (“Grillo”), a director of the Company, for services from September 25, 2015 through March 31, 2016. The shares were valued at $177,500 based on the market price of the Company’s common stock on the date of issuance.

On October 28, 2015, Viva Entertainment, then a subsidiary of the Company, entered into an employment agreement with Johnny Falcones (“Falcones”), for the period October 28, 2015 through December 31, 2018. Falcones was issued on January 2, 2016, warrants to purchase 3,000,000 shares of common stock of the Company, with an exercise price of $0.74 and an expiration date of January 2, 20121. The common stock of the Company current price on the date of the issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded an expense of $1,149,000 in the year ended June 30, 2016. Additionally, Falcones would receive three year warrants to purchase up to 5% of the common stock of Viva Entertainment, at an exercise price of $0.50, which were exercisable in the event that Viva Entertainment was spun out of the Company. Furthermore, Falcones was to receive 375,000 shares of common stock of the Company on a monthly basis, starting on February 1, 2016, for a period of four months, for an aggregate total of 1,500,000 shares of common stock of the Company. On April 6, 2016, as part of the sale of Viva Entertainment, these warrants held by Falcones were cancelled and his employment agreement terminated. The Company issued 500,000 shares to Falcones in April 2016, valued at $105,000 based on the market price of the Company’s common stock on the date of issuance.

On January 2, 2016, the Company issued 3,000,000 warrants for common stock of the Company to Steve Rubakh, the Company’s President and Chief Executive Officer, as a compensation incentive. The warrants were to mature on January 2, 2021 and had an exercise price of $0.74 and a cashless exercise option. The common stock of the Company current price on the date of issuance was $0.47. The warrants were valued at $0.383 using a Black-Scholes calculation. The Company recorded a stock-based compensation expense of $1,149,000 in the year ended June 30, 2016. The warrants were surrendered by Steve Rubakh in June 2017 and cancelled.

On March 15, 2016, the Company issued 242,424 shares of common stock to Sophia Rubakh, a relative of Steve Rubakh, in consideration of various consulting, administrative and marketing services provided to the Company. The shares were valued at $50,909 based on the market price of the Company’s common stock on the date of issuance.

On June 1, 2016, the Company entered into a convertible promissory note with Steve Rubakh, converting $81,364 of payables to Steve Rubakh into the note. The note was non-interest bearing and matured on December 1, 2016. The note had a conversion rate of $0.03 per share. The closing price of the Company’s common stock on the previous day was $0.08. On June 27, 2016, Steve Rubakh converted the principal of $81,364 into 2,712,133 shares of common stock. The conversion price was $0.03 whereas the current stock price was $0.14 therefore, a loss of $298,335 was recorded. Additionally, amortization of debt discount expense of $61,134 was recorded as of the date of conversion.

As of June 30, 2016, 120,000 common shares were issuable to Steve Rubakh for compensation. The shares were issued to him during fiscal year ended June 30, 2017.

On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to reduce his compensation to $75,000 per year and to terminate the monthly issuance of 30,000 shares of common stock and in exchange, Steve Rubakh is to receive 30,000 shares of Series B Preferred Stock on a quarterly basis. For the year ended June 30, 2017, the Company authorized the issuance of 150,000 shares of Series B preferred stock as part of Steve Rubakh's compensation package. Stock-based compensation of $725,400 was recorded.

On July 1, 2016, the Board of Directors of the Company agreed with Steve Rubakh to convert $6,000 of accrued compensation into 300,000 shares of common stock, at a conversion rate of $0.02 per share. The current price of the common stock was $0.125, therefore, a loss on conversion of $31,500 was recorded.

On February 14, 2017, the Board of Directors of the Company agreed with Steve Rubakh to convert $31,216 of accrued compensation into 12,486,400 shares of common stock, at a conversion rate of $0.0025 per share.

On February 14, 2017, 6,618,400 shares of common stock valued at $16,546 were issued to Steve Rubakh to reimburse him for payments made by him to a vendor.

Due to related parties, primarily shareholders, was $20,216 and $31,476 at June 30, 2017 and 2016, respectively.

Included in accrued expenses at June 30, 2017 and 2016 were amounts payable to Steve Rubakh for accrued compensation of $28,568 and $24,084, respectively.

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NOTE RECEIVABLE AND MARKETABLE SECURITIES

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 4 - NOTE RECEIVABLE AND MARKETABLE SECURITIES

On April 6, 2016, the Company completed the sale of its subsidiary, Viva Entertainment Group, Inc. (“Viva Entertainment”), to Black River Petroleum Corp., a Nevada publicly-traded company (“Black River”), at a closing where, in exchange for all sale of all of the outstanding shares of Viva Entertainment, Black River issued to the Company its 10% (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.

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.

Total net proceeds from the sale of Viva Entertainment common stock were $52,800 and the Company recorded a realized gain on sale of marketable securities of $30,664.

As of June 30, 2017, the Company held a total of 86,000,000 common shares of Viva Entertainment, recorded at market value of $253,998. The Company recorded total unrealized gains on marketable securities of $240,800 during the year ended June 30, 2017.

On March 28, 2017, Viva Entertainment issued the Company a convertible promissory note in the principal amount of $8,935 as consideration for the Company’s payment to a vender on behalf of Viva Entertainment. The note bears interest at 8% and matures on March 31, 2018. The note is convertible into common shares of Viva Entertainment at an exercise price of 40% of the lowest trading price during the ten trading days ending on the trading date prior to the conversion notice.

On June 30, 2017, the Company entered into a Purchase and Exchange Agreement with Viva Entertainment and Global Opportunity Group LLC (“Global”) pursuant to which the Company assigned the $8,985 principal balance and $184 accrued interest receivable to Global in payment of a convertible promissory note payable to Global with a principal balance of $11,992 and accrued interest payable of $280 (see Note 5).

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NOTES PAYABLE

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 5 - NOTES PAYABLE

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

June 30, 2017											June 30, 2016
						Original										Original
			Debt			Issue							Debt			Issue
	Principal		Discount			Discount			Net		Principal		Discount			Discount			Net
Note Payable
LG Capital Funding, LLC	$	125,000	$	-		$	-		$	125,000	$	-	$	-		$	-		$	-
Convertible Notes Payable
LG Capital Funding, LLC	$	-	$	-		$	-		$	-	$	125,000	$	(13,905	)	$	(5,840	)	$	105,525
LG Capital Funding, LLC		-		-			-			-		125,000		(34,132	)	$	(7,993	)		82,875
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	$	250,000	$	(48,037	)	$	(13,833	)	$	188,130

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.. As of June 30, 2016, the Company had recorded a derivative liability of $573,157.

On October 14, 2016, the Supreme Court of the State of New York County of Kings, in regard 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 regard to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished. As a result of the judgment, the conversion feature of the note was eliminated and therefore, the associated derivative liability was extinguished. As of June 30, 2017, the debt has been recorded as a note payable of $125,000, a current liability in the balance sheet, and $21,621 of interest has been accrued.

Convertible Notes Payable

On December 3, 2015, the Company issued the second convertible note to LG for $125,000. The Company recorded an OID of 15%, or $18,750, and which has been fully amortized. The Company recorded a debt discount of $85,165, which has been fully amortized. The Company sold $60,000 principal of the note to Global Opportunity Group, LLC (“Global”) on August 18, 2016, $40,000 principal of the note and $462 accrued interest to GPL Ventures, LLC (“GPL”) on December 15, 2016 and sold $50,000 principal of the note (including a $25,000 penalty added to principal) to Global on February 21, 2017. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On July 21, 2016, the Company issued a convertible promissory note with Old Main Capital, LLC (“Old Main”) for $33,333. The note matures on July 21, 2017 and bears interest at 10%. The convertible promissory note provided for an OID of $3,333, a deduction of $1,250 for Old Main’s legal fees, and $2,500 for Old Main’s legal fees related to the equity purchase agreement. Therefore, the net proceeds to the Company was $26,250. The Company recorded a debt discount of $33,333. The debt discount and OID have been fully amortized. 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 or the closing bid price on the original issue date. On April 20, 2017, the Company and Old Main entered into a Settlement Agreement & Mutual Release with respect to this note, resulting in penalties of $22,667 added to the note principal to bring the principal balance to $56,000 and requiring a principal payment of $30,000, which payment was financed by the issuance of a new convertible promissory to Global. Pursuant to multiple conversions during April and May 2017, the remaining principal of $26,000 was extinguished through the issuance of 14,106,143 shares of the Company’s common stock and accrued interest payable of $2,574 was written off.

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 2,643,876 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 8,634,266 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 has recorded a derivative liability of $12,535 as of June 30, 2017.

On August 10, 2016, the Company issued a convertible promissory note with Global for $16,500. The convertible promissory note has a maturity date of August 10, 2017 and bears interest at 12%. The convertible promissory note provided for an OID of $1,500, a deduction of $1,000 for Global’s legal fees, and a debt discount of $16,500. The Company received net proceeds of $15,000. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the conversion date. Additionally, the Company issued 165,000 five-year warrants for common stock with an exercise price of $0.15 per share, subject to certain adjustments, and a cashless exercise option. The Company sold $16,500 of the principal of the note to Howard Schraub (“Schraub”) on March 16, 2017 and wrote off accrued interest payable of $1,063. As of June 30, 2017, the OID and the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On August 18, 2016, Global purchased $60,000 of the December 2015 LG convertible promissory note. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the conversion date. The acquisition was in two tranches, $30,000 each, thirty days apart. In multiple conversions during August 2016 through January 2017, Global converted $68,593 principal (including a penalty of $8,593 added to principal), $101 accrued interest payable and $5,000 in fees into 12,472,222 shares of the Company’s common stock. The replacement note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On August 23, 2016, the Company issued a convertible promissory note with EMA Financial, LLC (“EMA”), for $33,000. The convertible promissory note had a maturity date of August 23, 2017 and bears interest at 16%. The convertible promissory note provided for an OID of $3,300, a deduction of $3,000 for EMA’s legal fees, and a debt discount of $33,000. The Company received net proceeds of $29,700. 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. In April 2017, penalties totaling $8,249 were added to the note principal. Pursuant to multiple conversions in March and April 2017, EMA converted the entire principal of $41,249 into 25,157,579 shares of the Company’s common stock and wrote off $3,172 accrued interest payable. As of June 30, 2017, the OID and the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On October 6, 2016, the Company issued 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 48,800,000 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 has recorded a derivative liability of $25,368 as of June 30, 2017.

On December 2, 2016, the Company issued 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 has recorded a derivative liability of $47,634 as of June 30, 2017. Additionally, the Company issued 82,500 five-year warrants for common stock with an exercise price of $0.15 per share, subject to certain adjustments, and a cashless exercise option.

On December 13, 2016, the Company issued 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 has recorded a derivative liability of $24,876 as of June 30, 2017.

On December 15, 2016, GPL purchased $40,000 principal and $462 accrued interest of the December 2015 LG convertible promissory note. The replacement convertible promissory note with GPL for $40,462 matures on July 15, 2017 and bears interest at 10%. A debt discount of $40,462 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 three conversions in December 2016 through February 2017, GPL converted $1,270 principal into 12,700,000 shares of the Company’s common stock. On May 12, 2017, the Company and GPL entered into a Settlement and Release Agreement pursuant to which the remaining principal of $39,192 and accrued interest payable of $1,604 were extinguished. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On February 13, 2017, the Company issued 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 333,333 seven-year warrants for common stock with an exercise price of $0.01 per share, subject to certain adjustments, and a cashless exercise option.

On February 21, 2017, Global purchased $50,000 principal of the December 2015 LG convertible promissory note. The $50,000 replacement note matures on February 21, 2018 and interest does not accrue prior to an event of default or the maturity date. A debt discount of $50,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to four conversions in February 2017 through March 2017, Global converted $34,159 principal and $2,000 in fees into 17,923,000 shares of the Company’s common stock. On April 25, 2017, the Company sold the remaining $15,841 principal to Schraub. As of June 30, 2017, the debt discount had been fully amortized.

On March 16, 2017, Schraub purchased $16,500 principal of the August 10, 2016 Global convertible promissory note. The $16,500 replacement note matures on March 16, 2018 and bears interest at 12%. A debt discount of $16,500 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in March and April 2017, Schraub converted the entire principal of $16,500 and $400 in fees into 8,000,557 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized and accrued interest of $57 was written off. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On March 28, 2017, the Company issued 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 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, $4,250 of the debt discount had been amortized and there was accrued interest of $425. The Company has recorded a derivative liability of $42,814 as of June 30, 2017. Additionally, the Company issued 605,000 seven-year warrants for common stock with an exercise price of $0.01 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 March 28, 2017, the Company issued a convertible promissory note with Global for $18,150. The note matures on March 28, 2018 and bears interest at 10%. The convertible promissory note provides for an OID of $1,750. Therefore, the net proceeds to the Company was $16,400. A debt discount of $18,150 was 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 605,000 seven-year warrants for common stock with an exercise price of $0.01 per share, subject to certain adjustments, and a cashless exercise option. On April 4, 2017, the Company and Global entered into a Purchase, Exchange and Escrow Agreement pursuant to which $18,150 principal and $35 accrued interest payable were extinguished through assignment to Global of $50,000 of the Viva Entertainment note receivable (see Note 4). As of June 30, 2017, the OID and debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017. The warrants were surrendered to the Company and cancelled pursuant to the Purchase, Exchange and Escrow Agreement.

On April 4, 2017, the Company issued a convertible promissory note with Schraub for $20,000. The note matures on April 4, 2018 and bears interest at 10%. 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, $4,767 of the debt discount had been amortized and there was accrued interest of $477. The Company has recorded a derivative liability of $50,843 as of June 30, 2017. Additionally, the Company issued 750,000 seven-year warrants for common stock with an exercise price of $0.01 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 April 13, 2017, the Company issued a convertible promissory note with Global for $30,000 to partially fund the settlement with Old Main discussed above. The note matures on April 13, 2018 and bears interest at 10%. A debt discount of $30,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in April and May 2017, Global converted $18,284 principal and $1,200 in fees into 11,134,000 shares of the Company’s common stock. On June 6, 2017, the Company sold the remaining $11,716 principal to Schraub. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On April 25, 2017, Schraub purchased a convertible promissory note from Global with a principal balance of $15,841. The note matures on March 28, 2018 and is non-interest bearing. A debt discount of $15,841 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in April and May 2017, Schraub converted the entire principal of $15,841 and $500 in fees into 9,777,933 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On May 16, 2017, the Company issued a convertible promissory note with Global for $30,000 to partially fund the settlement with River North discussed above. The note matures on May 16, 2018 and bears interest at 10%. A debt discount of $30,000 was recorded. The conversion price is 50% of the lowest traded price for the twenty-five consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in June 2017, Global converted $18,009 principal and $1,200 in fees into 18,109,000 shares of the Company’s common stock. On June 30, 2017, the Company and Global entered into a Purchase, Exchange and Escrow Agreement and Cancellation pursuant to which the remaining principal of $11,991 and $280 accrued interest payable were extinguished through the exchange with Global of a note receivable from Viva Entertainment with a principal balance of $8,985 and accrued interest receivable of $184 (see Note 4). As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

On June 6, 2017, Schraub purchased a convertible promissory note from Global with a principal balance of $11,716. The note matures on March 13, 2018 and bears interest at 10%. A debt discount of $11,716 was recorded. The conversion price is 50% of the lowest traded price for the twenty consecutive trading days immediately preceding the applicable conversion date. Pursuant to two conversions in June 2017, Schraub converted the entire principal of $11,716 and $600 in fees into 19,053,500 shares of the Company’s common stock. As of June 30, 2017, the debt discount had been fully amortized. The note has been repaid in full and no related derivative liability was recorded as of June 30, 2017.

As detailed above, during the year ended June 30, 2017, a total of 208,512,076 shares of the Company’s common stock, valued at $1,368,751, were issued in conversion of $292,332 note principal, $1,845 accrued interest payable, $10,900 in fees, $27,736 in penalties, $5,709 adjustment to debt discount and $1,030,229 loss on conversion of debt into common stock.

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STOCKHOLDERS' DEFICIT

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 6 - STOCKHOLDERS' DEFICIT

Preferred Stock

The Company has 20,000,000 shares of Preferred Stock authorized.

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 1,000,000 shares 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.

On March 23, 2015, the Company issued 50,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 450,000 shares of Series A Preferred Stock in consideration for services on the Company's Board of Directors.

On March 31, 2015, the Company issued 500,000 shares of Series A Preferred Stock as part of the share exchange agreement with EMS Factory, Inc.

On August 5, 2015, Shang Fei resigned from the Company as a board member and surrendered his 500,000 shares of Series A Preferred Stock which the Company had issued to him in March 2015.

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.

On July 1, 2016, the Board of Directors of the Company agreed to compensate Steve Rubakh on a quarterly basis through the issuance of 30,000 shares of Series B Preferred Stock. For the year ended June 30, 2017, the Company issued 150,000 shares of Series B preferred stock to Steve Rubakh valued at $725,400.

Common Stock

During the year ended June 30, 2017, the Company issued a total of 227,976,876 shares of its common stock, including 60,000 shares issuable at June 30, 2016.

On July 1, 2016, 300,000 shares of common stock valued at $37,500 were issued to Steve Rubakh for accrued compensation.

On February 14, 2017, 12,486,400 shares of common stock valued at $31,216 were issued to Steve Rubakh for accrued compensation.

On February 14, 2017, 6,618,400 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.

As detailed in Note 5, during the year ended June 30, 2017, a total of 208,512,076 shares of the Company’s common stock, valued at $1,368,751, were issued in conversion of $292,332 note principal, $1,845 accrued interest payable, $10,900 in fees, $27,736 in penalties, $5,709 adjustment to debt discount and $1,030,229 loss on conversion of debt into common stock.

During the year ended June 30, 2016, the Company issued a total of 4,286,737 shares of its common stock, including 1200,000 shares issuable as of June 30, 2015.

On July 22, 2015, the Company sold 48,245 shares of common stock for $55,000 cash.

On July 30, 2015, the Company issued 26,885 shares of common stock for debt converted of $31,466.

On August 6, 2015, the Company issued to Shang Fei, a former board member, 17,606 shares of common stock for debt converted of $19,015 and 194,444 shares of common stock for debt converted of $210,000, for a total of 212,050 shares of common stock. See Note 4.

On September 25, 2015, the Company authorized the issuance of 125,000 shares of common stock as part of an agreement with Grillo, a director of the Company, for services from September 25, 2015 through March 31, 2016 valued at $177,500.

On March 15, 2016, the Company issued 242,424 shares of common stock to Sophia Rubakh, a relative of Rubakh, in consideration of various consulting administrative and marketing services provided to the Company. The shares were issued with a value of $0.21 per share, or $50,909.

On April 25, 2016, the Company issued 500,000 shares of common stock to Falcones as compensation for his services. The shares were issued with a value of $0.21 per share or $105,000.

On June 27, 2016, Rubakh converted his convertible promissory note in the amount of $81,364 into 2,712,133 shares of common stock. The conversion price was $0.03 per share whereas the current stock price was $0.14 per share, therefore, a loss of $298,335 was recorded.

For the year ended June 30, 2016, the Company authorized the issuance of 360,000 shares of common stock as part of Rubakh's compensation package, of which 300,000 shares were issued and 60,000 shares were issuable at June 30, 2016. Stock-based compensation of $489,117 was recorded.

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WARRANTS

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 7 - WARRANTS

The Company has granted warrants to officers and directors. Warrant activity for officers and directors for the years ended June 30, 2017 and 2017 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2015		-			-
Granted		6,000,000		$	0.74
Exercised		-		$	-
Forfeited or expired		(3,000,000	)	$	0.74
Outstanding at June 30, 2016		3,000,000		$	0.74		4.31	$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(3,000,000	)	$	0.74
Outstanding at June, 2017		-		$	-		-	$	-

On January 2, 2016, the Company issued 3,000,000 warrants to Steve Rubakh as a compensation incentive. The warrants were to expire on January 2, 2021. The exercise price was $0.74 and the warrant had a cashless exercise option. The warrants were valued at $1,149,000 using a Black-Scholes calculation and recorded as compensation expense. The warrants were surrendered by Steve Rubakh in June 2017 and cancelled.

On January 2, 2016, the Company issued 3,000,000 warrants to Falcones as a compensation incentive. The warrants were to expire on January 2, 2021. The exercise price was $0.74 and the warrant had a cashless exercise option. The warrants were valued at $1,149,000 using a Black-Scholes calculation. As part of the April 6, 2016 sale of Viva Entertainment, these warrants were cancelled effective the date of issuance, therefore there was no expense recorded related to the issuance.

The Company has granted warrants to non-employee lenders in connection with the issuance of certain convertible promissory notes, certain of which were subsequently surrendered to the Company and cancelled. See Note 5. Warrant activity for these warrants for the years ended June 30, 2017 and 2016 is as follows:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2015
Granted		60,000		$	0.25
Exercised		-
Forfeited or expired		-
Outstanding at June 30, 2016		60,000		$	0.25		2.81	$	-
Granted		2,540,833		$	0.02
Exercised		-		$	-
Forfeited or expired		(1,960,000	)	$	0.01
Outstanding at June 30, 2017		640,833		$	0.09		5.25	$	-

The warrants were valued at the grant date using a Black-Scholes calculation. During the years ended June 30, 2017 and 2016, stock-based compensation totaling $20,844 and $10,320 was recorded for the warrants.

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COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 8 - 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 regard to LG Capital Funding, LLC v. EMS Find, Inc., issued a judgment against EMS Find, Inc. in favor of LG Capital Funding, LLC, in the amount of $135,202, which includes principal and interest (calculated as of September 29, 2016), in regards to the convertible promissory note dated October 22, 2015. The judgment includes an Information Subpoena with Restraining Notice, which addressed the EMS Find, Inc. bank account at TD Bank. As of the date of this filing, $1,304 was garnished.

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INCOME TAXES

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 9 - INCOME TAXES

For the years ended June 30, 2016 and 2015, there was no provision for income taxes and deferred tax assets have been entirely offset by valuation allowances.

As of June 30, 2017, the Company has net operating loss carry forwards of approximately $644,000 that expire through the year 2035. The Company’s net operating loss carry forwards may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code.

The Company’s income tax expense (benefit) differs from the “expected” tax expense (benefit) for Federal income tax purposes (computed by applying the United States Federal tax rate of 34% to income (loss) before income taxes), as follows:

	Years Ended June 30,
	2017			2016
Tax expense (benefit) at the statutory rate	$	113,178		$	(1,710,398	)
State income taxes, net of federal income tax benefit		(33,889	)		(29,844	)
Non-deductible items		825,797			1,555,101
Non-taxable items		(1,002,557	)		-
Change in valuation allowance		97,471			185,141
Total	$	-		$	-

The tax effects of the temporary differences between reportable financial statement income and taxable income are recognized as deferred tax assets and liabilities.

The tax years 2014 through 2017 remain open to examination by federal agencies and other jurisdictions in which it operates.

The tax effect of significant components of the Company’s deferred tax asset at June 30, 2017 and 2016, respectively, are as follows:

	June 30,
	2017			2016
Net operating loss carryforward	$	286,612		$	185,141
Less valuation allowance		(286,612	)		(185,141	)
Net	$	-		$	-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Because of the historical earnings history of the Company, the net deferred tax assets for 2017 were fully offset by a 100% valuation allowance.

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SUBSEQUENT EVENTS

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

NOTE 10 - SUBSEQUENT EVENTS

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

Subsequent to June 30, 2017, the Company issued a total of 99,704,003 shares of its common stock to various lenders in a multiple conversions of convertible promissory note principal totaling $42,276. Pursuant to these conversions, the following convertible notes payable were extinguished in full (see Note 5): River North $4,660; Global $18,700; EMA $8,916 and GPL $10,000.

In July 2017, the Company converted the remaining principal balance of the convertible note receivable balance from Viva Entertainment (see Note 4) and received a total of 84,250,000 common shares of Viva Entertainment. The Company subsequently sold a total of 170,250,000 common shares of Viva Entertainment and received additional net proceeds of approximately $554,000.

In a cashless exercise in July 2017, a warrant holder partially exercised its warrant receiving 9,421,000 shares of the Company’s common stock.

On July 5, 2017, the Company loaned Viva Entertainment $50,000 in the form of a convertible promissory note. The note bears interest at 10% and matures on July 5, 2018. The note is convertible into common shares of Viva Entertainment at an exercise price of 40% of the lowest trading price during the ten trading days ending on the trading date prior to the conversion notice. On August 1, 2017, the Company converted the $50,000 principal of the note into 55,555,555 restricted common shares of Viva Entertainment.

On August 21, 2017, the Board of Directors of the Company approved a 1-for-50 reverse split of the Company’s common stock, effective upon approval by the Financial Industry Regulatory Authority (“FINRA”).

On August 31, 2017, the Company issued 17,361,111 shares of its common stock to an officer in payment of $15,625 accrued compensation.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Jun. 30, 2017

Organization And Summary Of Significant Accounting Policies Policies

Organization

Integrated Ventures, Inc. (the "Company," "we," "our," or "EMS Find") 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. (“Integrated Ventures”), a Nevada corporation, was formed as a wholly owned subsidiary of the Company. Pursuant to an Agreement and Plan of Merger dated May 30, 2017, Integrated Ventures was merged into the Company, with the Company being the surviving corporation and changing its name to Integrated Ventures, Inc.

On March 31, 2015, the Company signed the share exchange agreement with EMS Factory, Inc. ("EMS Factory"), a company incorporated under the laws of the State of Pennsylvania, and the shareholder of EMS Factory (the "Selling Shareholder") pursuant to a share exchange agreement by and among the Company, EMS Factory and the Selling Shareholder. The Company acquired 100% of the issued and outstanding securities of EMS Factory in exchange for the issuance of 10,000,000 shares of the Company's restricted Common Stock, par value $0.001 per share and 500,000 shares of the Company's Series A Preferred Stock, par value $0.001. As a result of the Agreement the Selling Shareholder acquired up to 49% of the voting rights of Company's currently issued and outstanding shares of common stock. Upon completion of the agreement, EMS Factory became a wholly-owned subsidiary and the Company acquired the business and operations of EMS Factory. As of the second quarter of 2015, EMS Factory discontinued operations.

On October 21, 2015, the Company formed Viva Entertainment Group, Inc. ("Viva Entertainment,") a Delaware corporation, as a wholly-owned subsidiary. Viva Entertainment was formed to manage the development and marketing of it's over the top ("IPTV/OTT") application for connected TVs, desktop computers, tablets and smart phones. On April 6, 2016, the Company sold Viva Entertainment to Black River Petroleum Corp. ("Black River."

The Company transitioned its operations from acting as a licensed ambulance provider to providing medical transportation information and acting as an intermediary coordinating dispatch services for providers, patients and medical transport companies. The Company is designing, developing, marketing, and operating software assets mainly in the on-demand mobile healthcare sector, and plans to expand its mobile technology operations to acquisitions of or partnering with revenue generating companies, primarily in the healthcare, e-commerce, mobile technologies, transportation and consumer goods markets. There is no assurance that the required additional capital for this effort will be available to enable us to expand the scope of our operations into this area.

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.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts that currently do not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The Company had cash balances of $15,691 and $1,974 as of June 30, 2017 and 2016, respectively. 

Marketable Securities

The marketable security investments of the Company include common shares of Viva Entertainment received in the conversion of a convertible note receivable from Viva. These marketable securities are 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 Held for Sale

Property and equipment held for sale as of June 30, 2016 consisted of ambulances and medical equipment stated at cost, which was disposed of in fiscal year 2017.

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 using the Black-Scholes pricing model. We estimate the fair value of the derivative liabilities at the inception of the financial instruments, and, in the case of our convertible notes payable, at the date of conversions to equity and at each reporting date, recording a derivative liability, debt discount, additional paid-in capital and a gain or loss on change in derivative liabilities as applicable. These estimates are based on multiple inputs, including the market price of our stock, interest rates, our stock price volatility, variable conversion prices based on market prices as defined in the respective agreements and probabilities of certain outcomes based on management projections. These inputs are subject to significant changes from period to period and to management’s judgment; therefore, the estimated fair value of the derivative liabilities will fluctuate from period to period, and the fluctuation may be material.

Impairment of Long-Lived Assets

The Company accounts for long-lived assets in accordance with the provisions of Statement of Financial Accounting Standards ASC 360-10, "Accounting for the Impairment or Disposal of Long-Lived Assets". This statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Stock-Based Compensation

The Company accounts for stock-based instruments issued to employees in accordance with ASC Topic 718. ASC Topic 718 requires companies to recognize in the statement of operations the grant-date fair value of 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 Company accounts for non-employee share-based awards in accordance with the measurement and recognition provisions ASC Topic 505-50. The Company estimates the fair value of stock options and warrants at the grant date by using the Black-Scholes option-pricing model.

The Company accounts for non-employee share-based awards based upon ASC 505-50, "Equity-Based Payments to Non-Employees." ASC 505-50 requires the costs of goods and services received in exchange for an award of equity instruments to be recognized using the fair value of the goods and services or the fair value of the equity award, whichever is more reliably measurable. The fair value of the equity award is determined on the measurement date, which is the earlier of the date that a performance commitment is reached or the date that performance is complete. Generally, our awards do not entail performance commitments. When an award vests over time such that performance occurs over multiple reporting periods, we estimate the fair value of the award as of the end of each reporting period and recognize an appropriate portion of the cost based on the fair value on that date. When the award vests, we adjust the cost previously recognized so that the cost ultimately recognized is equivalent to the fair value on the date the performance is complete.

Revenue Recognition

The Company's revenue recognition policy is in accordance with the requirements of Staff Accounting Bulletin ("SAB") No. 104, Revenue Recognition ("SAB 104"), and other applicable revenue recognition guidance under US GAAP. Sales revenue is recognized for our retail and wholesale customers 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, except in situations in which title passes upon receipt of the products by the customer. In this case, revenues are recognized upon services rendered.

Income Taxes

The Company adopted the provisions of ASC 740-10, “Accounting for Uncertain Income Tax Positions.” When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. In accordance with the guidance of ASC 740-10, the benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for unrecognized tax benefits. As of June 30, 2017, tax years 2016 and 2015 remains open for IRS audit. The Company has received no notice of audit from the IRS for any of the open tax years.

The Company adopted ASC 740-10, “Definition of Settlement in FASB Interpretation No. 48,” (“ASC 740-10”), which was issued on May 2, 2007. ASC 740-10 amends FIN 48 to provide guidance on how an entity should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. The term “effectively settled” replaces the term “ultimately settled” when used to describe recognition, and the terms “settlement” or “settled” replace the terms “ultimate settlement” or “ultimately settled” when used to describe measurement of a tax position under ASC 740-10. ASC 740-10 clarifies that a tax position can be effectively settled upon the completion of an examination by a taxing authority without being legally extinguished. For tax positions considered effectively settled, an entity would recognize the full amount of tax benefit, even if the tax position is not considered more likely than not to be sustained based solely on the basis of its technical merits and the statute of limitations remains open. The adoption of ASC 740-10 did not have an impact on the accompanying financial statements.

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.

As of June 30, 2017, dilutive common stock equivalent shares which may dilute future earnings per share include 239,047,400 common shares issuable upon conversion of convertible notes payable. As of June 30, 2016, 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.

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

	Year Ended June 30,
	2017		2016
Weighted average number of shares outstanding – basic		78,206,820		29,215,122
Dilutive effect of convertible debt		239,047,400		-
Weighted average number of shares outstanding – diluted		317,254,2207		29,215,122

Fair Value of Financial Instruments

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

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

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

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

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

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

	Total		Level 1		Level 2		Level 3
June 30, 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
June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731
Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731
June 30, 2016:
Derivative liabilities	$	1,208,414	$	-	$	-	$	1,208,414
Total liabilities measured at fair value	$	1,208,414	$	-	$	-	$	1,208,414

During the years ended June 30, 2017 and 2016, the Company had the following activity in its derivative liability:

Derivative liability at June 30, 2015	$	-
Addition to liability for new debt issued		152,269
Change in fair value		1,056,145
Derivative liability at June 30, 2016		1,208,414
Addition to liability for new debt issued		1,726,213
Change in fair value		(2,707,896	)
Derivative liability at June 30, 2017	$	226,731

Reclassifications

Certain amounts in the financial statements for the year ended June 30, 2016 have been reclassified to conform to the presentation for the year ended June 30, 2017.

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.

In January 2017, the FASB issued Accounting Standards Update ("ASU") No. 2017-4, "Intangibles – Goodwill and Other (Topic 350): "Simplifying the Test for Goodwill Impairment." This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit's goodwill with the carrying amount of that goodwill. Instead, under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. An entity should apply the amendments in this update on a prospective basis. An entity is required to disclose the nature of and reason for the change in accounting principle upon transition. That disclosure should be provided in the first annual period and in the interim period within the first annual period when the entity initially adopts the amendments in this update. A public business entity that is an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently unable to determine the impact on its financial statements of the adoption of this new accounting pronouncement.

In January 2017, the FASB issued ASU No. 2017-1, "Business Combinations (Topic 805): Clarifying the Definition of a Business." The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments of this ASU are effective for public business entities for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The amendments in this Update are to be applied prospectively on or after the effective date. The Company is currently unable to determine the impact on its 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.

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Jun. 30, 2017

Organization And Summary Of Significant Accounting Policies Tables

Computation of basic and diluted net income (loss) per share

	Year Ended June 30,
	2017		2016
Weighted average number of shares outstanding – basic		78,206,820		29,215,122
Dilutive effect of convertible debt		239,047,400		-
Weighted average number of shares outstanding – diluted		317,254,2207		29,215,122

Fair value of marketable securities

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

Fair value of derivative liabilities

	Total		Level 1		Level 2		Level 3
June 30, 2017:
Derivative liabilities	$	226,731	$	-	$	-	$	226,731
Total liabilities measured at fair value	$	226,731	$	-	$	-	$	226,731
June 30, 2016:
Derivative liabilities	$	1,208,414	$	-	$	-	$	1,208,414
Total liabilities measured at fair value	$	1,208,414	$	-	$	-	$	1,208,414

Derivative liability

Derivative liability at June 30, 2015	$	-
Addition to liability for new debt issued		152,269
Change in fair value		1,056,145
Derivative liability at June 30, 2016		1,208,414
Addition to liability for new debt issued		1,726,213
Change in fair value		(2,707,896	)
Derivative liability at June 30, 2017	$	226,731

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NOTES PAYABLE (Tables)

12 Months Ended

Jun. 30, 2017

Notes Payable Tables

Notes and convertible notes, net of discounts

June 30, 2017											June 30, 2016
						Original										Original
			Debt			Issue							Debt			Issue
	Principal		Discount			Discount			Net		Principal		Discount			Discount			Net
Note Payable
LG Capital Funding, LLC	$	125,000	$	-		$	-		$	125,000	$	-	$	-		$	-		$	-
Convertible Notes Payable
LG Capital Funding, LLC	$	-	$	-		$	-		$	-	$	125,000	$	(13,905	)	$	(5,840	)	$	105,525
LG Capital Funding, LLC		-		-			-			-		125,000		(34,132	)	$	(7,993	)		82,875
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	$	250,000	$	(48,037	)	$	(13,833	)	$	188,130

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WARRANTS (Tables)

12 Months Ended

Jun. 30, 2017

Officers and Directors [Member]

Schedule of warrant

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2015		-			-
Granted		6,000,000		$	0.74
Exercised		-		$	-
Forfeited or expired		(3,000,000	)	$	0.74
Outstanding at June 30, 2016		3,000,000		$	0.74		4.31	$	-
Granted		-		$	-
Exercised		-		$	-
Forfeited or expired		(3,000,000	)	$	0.74
Outstanding at June, 2017		-		$	-		-	$	-

Non Employees [Member]

Schedule of warrant

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term (Years)		Aggregate Intrinsic Value
Outstanding at June 30, 2015
Granted		60,000		$	0.25
Exercised		-
Forfeited or expired		-
Outstanding at June 30, 2016		60,000		$	0.25		2.81	$	-
Granted		2,540,833		$	0.02
Exercised		-		$	-
Forfeited or expired		(1,960,000	)	$	0.01
Outstanding at June 30, 2017		640,833		$	0.09		5.25	$	-

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INCOME TAXES (Tables)

12 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Federal income tax

	Years Ended June 30,
	2017			2016
Tax expense (benefit) at the statutory rate	$	113,178		$	(1,710,398	)
State income taxes, net of federal income tax benefit		(33,889	)		(29,844	)
Non-deductible items		825,797			1,555,101
Non-taxable items		(1,002,557	)		-
Change in valuation allowance		97,471			185,141
Total	$	-		$	-

Schedule of Deferred tax asset

	June 30,
	2017			2016
Net operating loss carryforward	$	286,612		$	185,141
Less valuation allowance		(286,612	)		(185,141	)
Net	$	-		$	-

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - shares	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Organization And Summary Of Significant Accounting Policies Details
Weighted average number of shares outstanding – basic	78,206,820	29,215,122
Dilutive effect of convertible debt	239,047,400
Weighted average number of shares outstanding – diluted	317,254,220	29,215,122

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	Jun. 30, 2017 USD ($)
Marketable securities	$ 253,998
Total assets measured at fair value	253,998
Level 1 [Member]
Marketable securities	253,998
Total assets measured at fair value	253,998
Level 2 [Member]
Marketable securities
Total assets measured at fair value
Level 3 [Member]
Marketable securities
Total assets measured at fair value

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 2) - USD ($)	Jun. 30, 2017	Jun. 30, 2016
Derivative liabilities	$ 226,731	$ 1,208,414
Total liabilities measured at fair value	226,731	1,208,414
Level 1 [Member]
Derivative liabilities
Total liabilities measured at fair value
Level 2 [Member]
Derivative liabilities
Total liabilities measured at fair value
Level 3 [Member]
Derivative liabilities	226,731	1,208,414
Total liabilities measured at fair value	$ 226,731	$ 1,208,414

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 3) - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Organization And Summary Of Significant Accounting Policies Details 3
Derivative liability Beginning	$ 1,208,414
Addition to liability for new debt issued	1,726,213	152,269
Change in fair value	(2,707,896)	1,056,145
Derivative liability Ending	$ 226,731	$ 1,208,414

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ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Mar. 31, 2015	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015
State of Incorporation		Nevada
Date of incorporation		Mar. 22, 2011
Cash		$ 15,691	$ 1,974	$ 45,843
Common stock, par value per share		$ 0.001	$ 0.001
Acquision of voting rights, percentage	49.00%
Common shares issuable upon conversion of convertible notes payable		239,047,400
Restricted stock [Member]
Issuance of restricted Common Stock	10,000,000
Common stock, par value per share	$ 0.001
Issuance of restricted Preferred Stock	500,000
Preferred stock, par value per share	$ 0.001

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GOING CONCERN (Details Narrative) - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Going Concern Details Narrative
Working capital deficiency	$ 208,630
Net cash used in operating activities	(265,683)	$ (478,013)
Accumulated deficit	$ (4,826,882)	$ (5,159,757)

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)						1 Months Ended						12 Months Ended
	Jul. 02, 2016	Jun. 30, 2016	Mar. 15, 2016	Jan. 02, 2016	Aug. 05, 2015	Jun. 27, 2017	Feb. 14, 2017	Jun. 30, 2016	Apr. 30, 2016	Sep. 25, 2015	Mar. 31, 2015	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015	Jun. 01, 2016	Oct. 28, 2015
Common stock, shares issued													4,286,737	1,200,000
Common stock issued for services, shares
Common stock issued for services, value												$ 20,844	$ 282,500
Stock-based compensation expense												20,844	10,320
Primarily shareholders [Member]
Due to related parties		$ 31,476						$ 31,476				20,216	31,476
Shang Fei [Member] | Series A Preferred Stock [Member]
Common stock, shares surrendered					500,000
Capital Provided to company											$ 260,000
Capital Provided other											210,000
Prior loan for expenses											$ 19,095
Conversion of common stock											212,050
Daniel Grillo [Member]
Common stock issued for services, shares										125,000
Common stock issued for services, value										$ 177,500
Mr. Rubakh [Member]
Common stock, shares issued	300,000							120,000
Conversion of common stock							12,486,400
Common stock issued for services, shares							6,618,400
Common stock issued for services, value							$ 16,546
Conversion rate per share	$ 0.02
Common stock closing price	$ 0.125						$ 0.0025
Conversion gain and loss	$ 31,500						$ 31,216
Accrued compensation	$ 6,000	$ 24,084						$ 24,084				$ 28,568	24,084
Mr. Rubakh [Member] | Warrant [Member]
Common stock, shares issued		30,000
Conversion of common stock						2,712,133
Warrants issued				3,000,000
Convertible note payables						$ 81,364									$ 81,364
Conversion rate per share						$ 0.03									$ 0.03
Common stock closing price						$ 0.14									$ 0.08
Conversion gain and loss						$ 298,335
Beneficial conversion feature expense						$ 61,134
Reduce compensation		$ 75,000						$ 75,000					75,000
Mr. Rubakh [Member] | Series B Preferred Stock [Member]
Common stock, shares issued		30,000
Stock-based compensation		$ 725,400
Authorized the issuance		150,000
Johnny Falcones [Member]
Common stock, shares issued									500,000
Common stock, shares issued, value									$ 105,000
Johnny Falcones [Member] | Warrant [Member]
Warrants issued				3,000,000
Exercise price per warrant																$ 0.50
Price on the date of issuance				$ 0.47
Stock-based compensation expense													$ 1,149,000
Shares received, monthly																375,000
Total number of shares																1,500,000
Sophia Rubakh [Member]
Common stock, shares issued			242,424
Common stock, shares issued, value			$ 50,909

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NOTE RECEIVABLE AND MARKETABLE SECURITIES (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Apr. 04, 2017

Feb. 13, 2017

Dec. 02, 2016

Apr. 06, 2016

Mar. 28, 2017

Feb. 27, 2017

Feb. 21, 2017

Jun. 30, 2017

Jun. 30, 2016

Mar. 31, 2017

Accrued interest

$ 1,845

Gain on extinguishment debt

1,036,204

Proceeds from sale of common stock

55,000

Realized gain on sale of marketable securities

(136,664)

Unrealized gain on marketable securities

(240,800)

Global Opportunity Group, LLC [Member]

Promissory note principal amount

$ 50,000

Accrued interest

3,000

$ 1,297

Conversion price description

lower of 50%

lower of 50%

lower of 50%

lower of 50%

Accrued interest receivable

35

Principal balance outstanding

18,150

Gain on extinguishment debt

$ 34,815

Interest rate

2.00%

12.00%

10.00%

Global Opportunity Group, LLC [Member] | Purchase and Exchange Agreement [Member]

Promissory note principal amount

8,985

Accrued interest

184

Accrued interest receivable

280

Principal balance outstanding

11,992

Viva Entertainment [Member]

Promissory note principal amount

$ 8,935

Proceeds from sale of common stock

52,800

Realized gain on sale of marketable securities

$ 30,664

Common shares held

86,000,000

Market value

$ 253,998

Unrealized gain on marketable securities

240,800

Interest rate

8.00%

Maturity date

Mar. 31, 2018

Exercise price

40.00%

Viva Note [Member]

Promissory note principal amount

$ 100,000

33,128

Accrued interest

$ 6,000

2,205

Conversion price description

equal to 50%

Gain on sale investment

$ 106,000

Note receivable

100,000

Accrued interest receivable

$ 3,000

1,519

Principal balance outstanding

$ 16,872

Common stock upon conversation

173,809,000

Black River issued [Member]

Promissory note principal amount

$ 100,000

Percentage Outstanding share

10.00%

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NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2017	Jun. 30, 2016
Principal	$ 88,776	$ 250,000
Debt Discounts	(39,615)	(48,037)
Original Issue Discount	(1,347)	(13,833)
Principal, net of Discounts	47,814	188,130
LG Capital Funding, LLC [Member]
Principal	125,000
Debt Discounts
Original Issue Discount
Principal, net of Discounts	125,000
LG Capital Funding, LLC One [Member]
Principal		125,000
Debt Discounts		(13,905)
Original Issue Discount		(5,840)
Principal, net of Discounts		105,525
LG Capital Funding, LLC Two [Member]
Principal		125,000
Debt Discounts		(34,132)
Original Issue Discount		(7,993)
Principal, net of Discounts		82,875
River North Equity, LLC [Member]
Principal	4,660
Debt Discounts
Original Issue Discount
Principal, net of Discounts	4,660
Global Opportunity Group, LLC [Member]
Principal	18,700
Debt Discounts	(2,878)
Original Issue Discount	(722)
Principal, net of Discounts	15,100
EMA Financial, LLC [Member]
Principal	8,916
Debt Discounts	(2,394)
Original Issue Discount
Principal, net of Discounts	6,522
GPL Ventures, LLC [Member]
Principal	10,000
Debt Discounts	(613)
Original Issue Discount
Principal, net of Discounts	9,387
Global Opportunity Group, LLC One [Member]
Principal	10,000
Debt Discounts	(6,247)
Original Issue Discount	(625)
Principal, net of Discounts	3,128
Howard Schraub [Member]
Principal	16,500
Debt Discounts	(12,250)
Original Issue Discount
Principal, net of Discounts	4,250
Howard Schraub One [Member]
Principal	20,000
Debt Discounts	(15,233)
Original Issue Discount
Principal, net of Discounts	$ 4,767

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NOTES PAYABLE (Details Narrative)										1 Months Ended						12 Months Ended
	Jun. 06, 2017 USD ($)	Apr. 13, 2017 USD ($) shares	Apr. 04, 2017 USD ($) $ / shares shares	Feb. 13, 2017 USD ($)	Dec. 15, 2016	Dec. 13, 2016 USD ($)	Dec. 02, 2016 USD ($)	Oct. 06, 2016 USD ($)	Aug. 06, 2015 USD ($)	May 16, 2017 USD ($) shares	Apr. 25, 2017 USD ($) shares	Mar. 28, 2017 USD ($)	Mar. 16, 2017 USD ($)	Feb. 21, 2017 USD ($)	Aug. 23, 2016 USD ($) shares	Jun. 30, 2017 USD ($) $ / shares shares	Jun. 30, 2016 USD ($)	Mar. 31, 2017 USD ($) $ / shares	Feb. 01, 2017 USD ($) shares	Oct. 14, 2016 USD ($)	Aug. 18, 2016 USD ($) tranches shares
Accrued interest																$ 1,845
Debt discount																5,709
Debt discount amortized																481,346	$ 441,240
Derivative liability																(1,726,213)	38,673
Principal amount notes payable																292,332
Legal fees notes payable																10,900
Common stock, value																$ 1,368,751
Conversion amount to shares | shares																208,512,076
Loss on conversion amount																$ 1,030,229
Default fee added principal balance																27,736
Convertible promissory note																47,814	188,130
Common stock for debt converted, value									$ 210,000							1,368,750
Settled litigation [Member]
Garnished amount																				$ 1,304
On July 25, 2016 [Member]
Note payble amount																$ 2,000,000
Interest rate																10.00%
Lowest trading price of the common stock																65.00%
Convertible note OID, amount																$ 3,333
Debt discount																33,333
Legal fees deduction																4,000
Convertible promissory note with River North																33,333
December 2015 LG note [Member]
Accrued interest																					$ 101
Global purchased notes payable																					$ 60,000
Conversion feature percentage																					50.00%
Acquisition tranches | tranches																					2
Tranches value																					$ 30,000
Principal amount notes payable																					68,593
Legal fees notes payable																					$ 5,000
Conversion amount to shares | shares																					12,472,222
Default fee added principal balance																					$ 8,593
On August 10, 2016 [Member]
Note payble amount																$ 16,500
Interest rate																12.00%
Accrued interest																$ 1,063
Convertible note OID, amount																1,500
Debt discount																16,500
Legal fees deduction																$ 1,000
Warrants issued | shares																165,000
Exercise price per warrant | $ / shares																$ 0.15
Maturity date of convertible note																August 10, 2017
Conversion price description																lower of 50%
Lowest traded price conversion period																twenty consecutive trading days
On July 21, 2016 [Member]
Note payble amount																$ 33,333
Interest rate																10.00%
Legal and other expenses																$ 1,250
Lowest trading price of the common stock																65.00%
Convertible note OID, amount																$ 3,333
Debt discount																33,333
Equity purchase agreement																2,500
Proceeds from equity purchase agreement																$ 26,250
Maturity date of convertible note																July 21, 2017
Conversion price description																lower of 65%
Lowest traded price conversion period																twenty consecutive trading days
December 3, 2015 [Member]
Note payble amount																$ 125,000
Convertible note OID, percentage																15.00%
Convertible note amortized amount																$ 18,750
Debt discount																85,165
October 14, 2016 [Member]
Note payble amount																125,000
Accrued interest																21,621
Judgment amount																135,202
October 22, 2015 [Member]
Note payble amount																$ 125,000
Interest rate																8.00%
Accrued interest																$ 13,255
Purchase price																106,250
Legal and other expenses																$ 6,000
Lowest trading price of the common stock																80.00%
Convertible note OID, percentage																15.00%
Convertible note amortized amount																$ 18,750
Debt discount																44,643
Derivative liability																	$ 573,157
Global Opportunity [Member]
Interest rate	10.00%	10.00%								10.00%
Debt discount	$ 11,716	$ 30,000								$ 30,000	$ 15,841
Principal amount notes payable		18,284								18,009	15,841
Legal fees notes payable		$ 1,200								$ 1,200	$ 500
Conversion amount to shares | shares		11,134,000								18,109,000	9,777,933
Convertible promissory note	$ 11,716	$ 30,000								$ 30,000	$ 15,841
Maturity date of convertible note	March 13, 2018	April 13, 2018								May 16, 2018	March 28, 2018
Conversion price description	lower of 50%	lower of 50%								lower of 50%	lower of 50%
Lowest traded price conversion period	twenty consecutive trading days	twenty-five consecutive trading days								twenty-five consecutive trading days	twenty consecutive trading days
EMA Financial, LLC [Member]
Interest rate								12.00%							16.00%
Convertible note OID, amount															$ 3,300
Debt discount								$ 33,000							33,000
Debt discount amortized																30,606
Derivative liability																25,368
Securities purchase agreement price															33,000
Net proceed by purchase agreement															29,700
Convertible promissory note								$ 33,000
Maturity date of convertible note								October 6, 2017
Conversion price description								lower of 50%
Lowest traded price conversion period								twenty consecutive trading days
Common stock for debt converted, value																24,084
Old Main Capital, LLC [Member] | On April 20, 2017 [Member]
Accrued interest																2,574
Principal amount notes payable																$ 56,000
Conversion amount to shares | shares																14,106,143
Default fee added principal balance																$ 22,667
Common stock for debt converted, value																26,000
Required principal payment																30,000
Global Opportunity Group, LLC [Member]
Interest rate				2.00%			12.00%					10.00%
Accrued interest			$ 3,000															$ 1,297
Promissory note principal amount			$ 50,000
Convertible note OID, amount				$ 1,000			$ 1,700					$ 1,750
Convertible note OID, amount amortized																978
Debt discount				10,000			18,700					18,150		$ 50,000
Debt discount amortized																15,822
Derivative liability																$ 47,634
Proceeds from equity purchase agreement				9,000
Warrants issued | shares																82,500
Exercise price per warrant | $ / shares																		$ 0.15
Principal amount notes payable														50,000
Net proceed by purchase agreement							17,000					16,400
Convertible promissory note				$ 10,000			$ 18,700					$ 18,150		$ 50,000
Maturity date of convertible note				February 13, 2018			December 2, 2017					March 28, 2018		February 21, 2018
Conversion price description				lower of 50%			lower of 50%					lower of 50%		lower of 50%
Lowest traded price conversion period				twenty consecutive trading days			twenty consecutive trading days					twenty consecutive trading days		twenty consecutive trading days
GPL Ventures, LLC [Member]
Interest rate						12.00%
Accrued interest																$ 658
Debt discount						$ 10,000
Debt discount amortized																9,387
Derivative liability																24,876
Convertible promissory note						$ 10,000
Maturity date of convertible note					July 15, 2017	July 13, 2017
Conversion price description					lower of 50%	lower of 50%
Lowest traded price conversion period					twenty consecutive trading days	twenty consecutive trading days
GPL Ventures, LLC [Member] | On May 12, 2017 [Member]
Accrued interest																1,604
Principal amount notes payable																39,192
GPL Ventures, LLC [Member] | December 15, 2016 [Member]
Note payble amount																$ 40,000
Interest rate																10.00%
Accrued interest																$ 462
Debt discount																40,462
Principal amount notes payable																$ 1,270
Conversion amount to shares | shares																12,700,000
Convertible promissory note																$ 40,000
GPL Ventures, LLC [Member] | February 21, 2017 [Member]
Note payble amount																50,000
Default fee added principal balance																25,000
June 30, 2015 [Member] | EMA Financial, LLC [Member]
Accrued interest															$ 3,172
Conversion amount to shares | shares															25,157,579
Default fee added principal balance															$ 8,249
Common stock for debt converted, value															$ 41,249
On October 6, 2016 [Member] | EMA Financial, LLC [Member]
Accrued interest																2,677
Principal amount notes payable																$ 8,916
Conversion amount to shares | shares																48,800,000
March 28, 2017 [Member] | Global Opportunity Group, LLC [Member]
Accrued interest																$ 35
Warrants issued | shares																605,000
Exercise price per warrant | $ / shares																$ 0.01
Principal amount notes payable																$ 50,000
Escrow Agreement																18,150
February 21, 2017 [Member] | Global Opportunity Group, LLC [Member]
Legal fees notes payable																$ 2,000
Conversion amount to shares | shares																17,923,000
Convertible promissory note																$ 34,159
February 13, 2017 [Member] | Global Opportunity Group, LLC [Member]
Accrued interest																75
Convertible note OID, amount amortized																375
Debt discount amortized																3,753
Derivative liability																$ 22,661
Warrants issued | shares																333,333
Exercise price per warrant | $ / shares																$ 0.01
Global Opportunity [Member] | June 6, 2017 [Member]
Principal amount notes payable																$ 11,716
Legal fees notes payable																$ 600
Conversion amount to shares | shares																19,053,500
Global Opportunity [Member] | May 16, 2017 [Member]
Accrued interest																$ 280
Principal amount notes payable																11,991
Viva Entertainment [Member] | May 16, 2017 [Member] | Purchase and Exchange Agreement [Member]
Accrued interest																184
Promissory note principal amount																8,985
Schraub [Member]
Interest rate			10.00%									10.00%	12.00%
Accrued interest																57
Debt discount												$ 16,500	$ 16,500
Warrants issued | shares			750,000
Exercise price per warrant | $ / shares			$ 0.01
Principal amount notes payable													16,500
Legal fees notes payable																$ 400
Conversion amount to shares | shares																8,000,557
Convertible promissory note			$ 20,000									$ 16,500	$ 16,500			$ 16,500
Maturity date of convertible note			April 4, 2018									March 28, 2018	March 16, 2018
Conversion price description			lower of 50%									lower of 50%	lower of 50%
Lowest traded price conversion period			twenty consecutive trading days									twenty consecutive trading days	twenty consecutive trading days
Schraub [Member] | June 6, 2017 [Member] | Global Opportunity [Member]
Convertible promissory note		$ 11,716
Schraub [Member] | April 4, 2017 [Member]
Accrued interest																477
Debt discount amortized																4,767
Derivative liability																50,843
Schraub [Member] | March 28, 2017 [Member]
Accrued interest																425
Debt discount amortized																4,250
Derivative liability																$ 42,814
Warrants issued | shares																605,000
Exercise price per warrant | $ / shares																$ 0.01
River North Equity, LLC [Member]
Accrued interest																			$ 1,744
Principal amount notes payable																			$ 2,036
Conversion amount to shares | shares																			2,643,876
River North Equity, LLC [Member] | June 2, 2017 [Member]
Principal amount notes payable																$ 4,660
Conversion amount to shares | shares																8,634,266
Common stock for debt converted, value																$ 14,592
River North Equity, LLC [Member] | On April 20, 2017 [Member]
Accrued interest																1,236
Derivative liability																12,535
Principal amount notes payable																49,252
Default fee added principal balance																17,955
Required principal payment																$ 30,000

XML

STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Jul. 02, 2016

Mar. 15, 2016

Aug. 06, 2015

Aug. 05, 2015

Feb. 14, 2017

Jan. 20, 2017

Jun. 30, 2016

Jun. 27, 2016

Apr. 25, 2016

Jul. 30, 2015

Mar. 31, 2015

Mar. 23, 2015

Jun. 30, 2017

Jun. 30, 2016

Jun. 30, 2015

Dec. 21, 2015

Sep. 25, 2015

Jul. 22, 2015

Mar. 10, 2015

Common stock, shares authorized

2,000,000,000

2,000,000,000

2,000,000,000

Common stock , value

$ 32,711

$ 260,628

$ 32,711

Preferred stock, shares authorized

20,000,000

Stock issued for services

Common stock for debt converted, shares

194,444

Common stock for debt converted, value

$ 210,000

$ 1,368,750

Common stock, shares issued

4,286,737

1,200,000

Acquision of voting rights, percentage

49.00%

Common stock, par value per share

$ 0.001

$ 0.001

$ 0.001

Debt discount amortized

$ 481,346

$ 441,240

Stock-based compensation

$ 746,243

$ 3,049,503

Series A Preferred Stock [Member]

Preferred stock, shares authorized

1,000,000

1,000,000

1,000,000

1,000,000

Preferred stock, par value per share

$ 0.001

$ 0.001

$ 0.001

Preferred stock value

$ 500

$ 500

$ 500

Series A Preferred Stock [Member] | Mr. Shang Fei [Member]

Cancellation of shares

500,000

Capital of common stock

$ 260,000

Loan for expenses

210,000

Convertible notes payable

$ 19,095

Convertible notes payable into shares

212,050

Series A Preferred Stock [Member] | EMS Factory, Inc [Member]

Stock issued for exchange

500,000

Series A Preferred Stock [Member] | Board of Directors [Member]

Stock issued for services

450,000

50,000

Series B Preferred Stock [Member]

Preferred stock, shares authorized

500,000

500,000

500,000

Convertible notes payable into shares

100

Designated preferred stock shares authorized

500,000

Preferred stock, par value per share

$ 0.001

$ 0.001

$ 0.001

$ 0.001

Preferred stock value

$ 150

Mr. Rubakh [Member]

Stock issued for services

6,618,400

Common stock, shares issued

300,000

120,000

Conversion gain and loss

$ 31,500

$ 31,216

Mr. Rubakh [Member] | Series B Preferred Stock [Member]

Preferred stock, shares authorized

150,000

Preferred stock value

$ 725,400

Common Stock

Common stock, shares authorized

3,000,000,000

Common stock shares sold

48,245

Common stock shares sold, value

$ 55,000

Stock issued for services

625,000

Conversion of accrued compensation, shares

208,512,076

Conversion of accrued compensation, value

$ 1,368,751

Accrued interest

1,845

Legal fees

10,900

Convertible notes payable

292,332

Loss on conversion of notes

$ 1,030,229

Common stock for debt converted, shares

26,885

208,512,076

Common stock for debt converted, value

$ 31,466

$ 208,513

Common stock, shares issued

227,976,876

60,000

Acquision of voting rights, percentage

51.00%

Common stock, par value per share

$ 0.001

Debt discount amortized

$ 5,709

Debt penalties

$ 27,736

Common Stock | Rubakh [Member]

Common stock, shares authorized

360,000

360,000

Stock issued for services

300,000

Stock issued for services price per share

$ 0.14

Stock issued for exchange

60,000

Common stock for debt converted, shares

2,712,133

Common stock for debt converted, value

$ 81,364

Conversion price

$ 0.03

Conversion gain and loss

$ 298,335

Stock-based compensation

$ 489,117

Common Stock | Falcones [Member]

Stock issued for services

500,000

Stock issued for services, value

$ 105,000

Stock issued for services price per share

$ 0.21

Common Stock | Sophia Rubakh [Member]

Stock issued for services

242,424

Stock issued for services, value

$ 50,909

Stock issued for services price per share

$ 0.21

Conversion of accrued compensation, shares

12,486,400

Conversion of accrued compensation, value

$ 31,216

Common Stock | Sophia Rubakh [Member] | Jul. 1, 2016 [Member]

Conversion of accrued compensation, shares

300,000

Conversion of accrued compensation, value

$ 37,500

Common Stock | Sophia Rubakh [Member] | Vendor [Member

Conversion of accrued compensation, shares

6,618,400

Conversion of accrued compensation, value

$ 16,546

Reimbursement payments

$ 16,546

Common Stock | Grillo [Member]

Common stock, shares authorized

125,000

Common stock , value

$ 177,500

Common Stock | Shang Fei [Member]

Common stock for debt converted, value

$ 210,000

Capital contribution description

$210,000 and a prior loan for expenses of $19,095 was converted into common stock.

Recorded expense

$ 19,095

XML

WARRANTS (Details) - Officers and Directors [Member] - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Number of Outstanding, Beginning Balance	3,000,000
Granted		6,000,000
Exercised
Forfeited or expired	(3,000,000)	(3,000,000)
Number of Outstanding, Ending Balance		3,000,000
Weighted Average Exercise Price, Beginning Balance	$ 0.74
Granted		0.74
Exercised
Forfeited or expired	0.74	0.74
Weighted Average Exercise Price, Ending Balance		$ 0.74
Weighted average remaining contractual life (Years), Outstanding and exercisable, Ending Balance		4 years 3 months 22 days
Aggregate intrinsic value, Beginning Balance
Aggregate intrinsic value, Ending Balance

XML

WARRANTS (Details 1) - Non Employees [Member] - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Number of Outstanding, Beginning Balance	60,000
Granted	2,540,833	60,000
Exercised
Forfeited or expired	(1,960,000)
Number of Outstanding, Ending Balance	640,833	60,000
Weighted Average Exercise Price, Beginning Balance	$ 0.25
Granted	0.02	0.25
Exercised
Forfeited or expired	0.01
Weighted Average Exercise Price, Ending Balance	$ 0.09	$ 0.25
Weighted Average Remaining Contract Term (Years), Beginning balance	2 years 9 months 22 days
Weighted Average Remaining Contract Term (Years), Ending balance	5 years 2 months 30 days
Aggregate intrinsic value, Beginning Balance
Aggregate intrinsic value, Ending Balance

XML

WARRANTS (Details Narrative) - USD ($)		12 Months Ended
	Jan. 02, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock-based compensation expense		$ 20,844	$ 10,320
Common Stock | Mr. Rubakh [Member]
Warrant issued	3,000,000
Exercise price	$ 0.74
Warrants maturity date	Jan. 02, 2021
Stock-based compensation expense	$ 1,149,000
Common Stock | Falcones [Member]
Warrant issued	3,000,000
Exercise price	$ 0.74
Warrants maturity date	Jan. 02, 2021
Stock-based compensation expense	$ 1,149,000

XML

COMMITMENTS AND CONTINGENCIES (Details Narrative) - Settled litigation [Member] - USD ($)	Oct. 14, 2016	Oct. 22, 2015
Principal and interest amount		$ 135,202
Garnished amount	$ 1,304

XML

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Income Taxes Details
Tax expense (benefit) at the statutory rate	$ 113,178	$ (1,710,398)
State income taxes, net of federal income tax benefit	(33,889)	(29,844)
Non-deductible items	825,797	1,555,101
Non-taxable items	(1,002,557)
Change in valuation allowance	97,471	185,141
Total

XML

INCOME TAXES (Details1) - USD ($)	Jun. 30, 2017	Jun. 30, 2016
Income Taxes Details1
Net operating loss carryforward	$ 286,612	$ 185,141
Less valuation allowance	(286,612)	(185,141)
Net

XML

INCOME TAXES (Details Narrative)	12 Months Ended
	Jun. 30, 2017 USD ($)
Income Taxes Details Narrative
Net operating loss carry forwards	$ 644,000
Expire date	2035
Federal tax rate	34.00%
Offset amount	$ 100

XML

SUBSEQUENT EVENTS (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Aug. 01, 2017

Jul. 05, 2017

Aug. 06, 2015

Aug. 30, 2017

Aug. 21, 2017

Jul. 31, 2017

Jun. 30, 2017

Jun. 30, 2016

Common stock conversion , Shares issued

194,444

Debt conversion principal amount

$ 210,000

$ 1,368,750

Receivable common stock, shares

239,047,400

Accrued compensation

$ 55,000

Subsequent Event [Member] | Board of Directors [Member]

Reverse split

1-for-50

Subsequent Event [Member] | Convertible Promissory Note [Member]

Common stock conversion , Shares issued

99,704,003

Debt conversion principal amount

$ 42,276

Subsequent Event [Member] | Convertible Promissory Note [Member] | GPL Ventures, LLC [Member]

Debt conversion principal amount

10,000

Subsequent Event [Member] | Convertible Promissory Note [Member] | Global [Member]

Debt conversion principal amount

18,700

Subsequent Event [Member] | Convertible Promissory Note [Member] | River North [Member]

Debt conversion principal amount

4,660

Subsequent Event [Member] | Convertible Promissory Note [Member] | EMA [Member]

Debt conversion principal amount

$ 8,916

Subsequent Event [Member] | Convertible Promissory Note [Member] | Viva Entertainment [Member]

Maturity Date

Jul. 05, 2018

Interest rate

10.00%

Conversion price description

The note is convertible into common shares of Viva Entertainment at an exercise price of 40% of the lowest trading price during the ten trading days ending on the trading date prior to the conversion notice.

Borrowed amount

$ 50,000

$ 50,000

Receivable common stock, shares

84,250,000

Sale of common stock

170,250,000

Net proceeds

$ 554,000

Warrant exercise

$ 9,421,000

Subsequent Event [Member] | Convertible Promissory Note [Member] | Viva Entertainment [Member] | Restricted stock [Member]

Common stock conversion , Shares issued

55,555,555

Subsequent Event [Member] | Convertible Promissory Note [Member] | Officers and Directors [Member]

Stock issued

17,361,111

Accrued compensation

$ 15,625