Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in the Current Report on Form 8-K filed on October 21, 2021 by Metavesco, Inc. (the "Company") with the Securities and Exchange Commission on October 18, 2021, the Company issued a promissory note in the principal amount of $100,000 (the "Note") to Ryan Schadel, who is the Company's Chief Executive Officer, sole director and majority stockholder of the Company. The principal amount due under the Note bears interest at the rate of 0.01% per annum. Any unpaid principal amount and any accrued interest is due on October 18, 2022; provided, however, that Mr. Schadel may demand payment of all or any portion of the outstanding principal amount of, and accrued interest under, the Note be paid at any time. The Note is unsecured and there is no prepayment penalty.

On August 29, 2022, the Company entered into an Amendment to Demand Promissory Note, dated August 29, 2022, by and between the Company and Mr. Schadel (the "Note Amendment"). Pursuant to the terms of the Note Amendment, the maturity date of the Note was extended to October 23, 2023, and the interest rate of the Note was increased to 5% as of and following August 29, 2022. As consideration for extension of the maturity date, the Company agreed to issue to Mr. Schadel 15,000 shares of the Company's common stock. The Company issued such shares to Mr. Schadel on August 29, 2022.

The foregoing description of the Note Amendment does not purport to be complete and is qualified in its entirety by reference to the Note Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein by reference.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
           Off-Balance Sheet Arrangement of a Registrant.



The information provided above in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit
No.       Description

10.1        Amendment to Demand Promissory Note, dated as of August 29, 2022,
          issued by the registrant to Ryan Schadel.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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