Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 11, 2023

METAVESCO, INC.

(Exact name of registrant as specified in its charter)

Nevada	811-08387	54-1694665
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

410 Peachtree Pkwy, Suite 4245

Cumming, GA

30041

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (678) 341-5898

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 7, 2023, the Board of Directors (the “Board”) of Metavesco, Inc. (the “Company”) took action by written consent, which was duly approved by the Company’s shareholders, to amend the Company’s Certificate of Incorporation to effect a forward stock split of the common stock, par value $0.0001 per share, of the Corporation at a ratio of 10 for 1, with 10 shares of Common Stock being issued for each share of Common Stock issued and outstanding (the “Stock Split”), as discussed in Item 8.01 of this Current Report on Form 8-K and incorporated herein by reference.

On August 31, 2023, the Board took action by written consent, which was duly approved by the Company’s shareholders, to amend the Company’s Certificate of Incorporation to amend the Articles to increase the authorized shares of Common Stock from 100,000,000 shares of Common Stock to 300,000,000 shares of Common Stock, as discussed in Item 8.01 of this Current Report on Form 8-K and incorporated herein by reference.

The text of the amendment to Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On September 12, 2023, the Company issued a press release announcing the Stock Split and the increase in authorized shares. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 8.01 Other Events.

Stock Split

On September 7, 2023, the Board ratified the Company’s prior approval, in favor of the implementation of a 10 for 1, stock split of all of the Company’s issued and outstanding common stock and to amend the Articles to increase the authorized shares of Common Stock from 100,000,000 shares of Common Stock to 300,000,000 shares of Common Stock. The company submitted the stock split plan for review to FINRA.

The Stock Split was approved and announced by FINRA (the Financial Industry Regulatory Authority) on September 11, 2023. The record date for shareholders of the Company entitled to participate in the Stock Split is September 11, 2023 (the “Record Date”). On September 18, 2023, the stock split becomes effective within the marketplace at the close of trading and the additional shares of Common Stock as a result of the Stock Split will be issued. On September 19, 2023, the shares of common stock will begin trading on a split-adjusted basis.

As a result of the Stock Split, every one (1) share of the issued and outstanding common stock of the Company will be converted into ten (10) shares of common stock.

Increase in Authorized Shares

On August 31, 2023, the Board took action by written consent, which was duly approved by the Company’s shareholders, to amend the Company’s Certificate of Incorporation to amend the Articles to increase the authorized shares of Common Stock from 100,000,000 shares of Common Stock to 300,000,000 shares of Common Stock, as discussed in Item 5.03 of this Current Report on Form 8-K and incorporated herein by reference.

The text of the amendment to Articles is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number		Description

3.1		Amendment to Articles of Incorporation if the registrant, dated September 11, 2023.
99.1		Press release issued by the registrant on September 12, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements 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.

Date: September 12, 2023	METAVESCO, INC.

	By:	/s/ Ryan Schadel
		RYAN SCHADEL
		Chief Executive Officer, Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Exhibit 3.1

Exhibit 99.1

Metavesco Announces Ten-for-One Forward Stock Split

CUMMING, GA / ACCESSWIRE / September 12, 2023 / Metavesco, Inc. (OTC PINK:MVCO) (the “Company”), a publicly-traded Web3 enterprise, today announced that it will implement a ten-for-one forward stock split of its common stock. Stockholders of record at the close of business on September 11, 2023 will have their shares reclassified such that each share of common stock will become ten shares of common stock, effective after the close of trading on September 18, 2023. The Company’s common stock will begin trading on a split-adjusted basis on September 19, 2023.

“I anticipate this action will help promote new investor interest and continue to enhance our stock’s liquidity in the market. I view this stock split as further evidence of our commitment to enhancing shareholder value and rewarding long-term shareholders,” said Ryan Schadel, President and CEO.

The stock split, along with an increase in the authorized number of shares of the Company’s common stock from 100 million shares to 300 million shares, was approved by the Company’s board of directors and by the Company’s majority shareholder.

About Metavesco

Metavesco is a web3 enterprise and digital asset innovator. The Company generates revenue as a crypto liquidity provider via decentralized exchanges such as Uniswap, and the Company farms tokens via Proof of Stake protocols. The Company has bitcoin mining operations at hosted facilities in TX and KY. The company also invests in promising NFT projects and virtual land including OthersideMeta. Through its wholly owned subsidiary, the Company operates Boring Brew, a specialty coffee company utilizing owned and licensed NFT IP as unique packaging.

Safe Harbor Statement

This press release contains statements that constitute forward-looking statements. These statements appear in a number of places in this press release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; and (iii) growth strategy and operating strategy. The words “may”, “would”, “will”, “expect”, “estimate”, “can”, “believe”, “potential”, and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is included in the Company’s filings on sec.gov.

CONTACT:

info@metavesco.com

(678) 341-5898

SOURCE: Metavesco, Inc.

Cover	Sep. 11, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 11, 2023
Current Fiscal Year End Date	--06-30
Entity File Number	811-08387
Entity Registrant Name	METAVESCO, INC.
Entity Central Index Key	0000924095
Entity Tax Identification Number	54-1694665
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	410 Peachtree Pkwy
Entity Address, Address Line Two	Suite 4245
Entity Address, City or Town	Cumming
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30041
City Area Code	(678)
Local Phone Number	341-5898
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false