UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 10-Q

_________________

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

For the ~~quarterly~~quarter period ended ~~March 31~~: September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

~~_________________~~FORZA INNOVATIONS, INC.

FORZA INNOVATIONS INC.

_________________

Wyoming	000-56131	30-0852686
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

406 9th Avenue, Suite 210, San Diego, California 92101 (Address of Principal Executive Offices) (Zip Code)

(Address of Principal Executive Offices) (Zip Code)

(619) 324-7388
(Registrant’s telephone number, including area code)

~~___________________________________~~(Former name, former address and former fiscal year, if changes since last report)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None.

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting ~~company,~~ 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~~Accelerated ~~filer~~Filer ☐ Accelerated ~~filer~~Filer ☐ Non-accelerated ~~filer~~Filer ☐☒ Smaller ~~reporting~~Reporting ~~company~~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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).)

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of ~~May~~February 196, ~~2023~~2024, the issuer had 1,~~364~~996,~~972~~778,~~026~~583 shares of its common stock issued and outstanding.

FORZA INNOVATIONS INC.

TABLE OF CONTENTS

PART I Item 1. Condensed Unaudited Financial Statements 4 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 16 Item 3. Quantitative and Qualitative Disclosures About Market Risk 20 Item 4. Controls and Procedures 20 PART II Item 1. Legal Proceedings 21 Item 1A. Risk Factors 21 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 21 Item 3. Defaults Upon Senior Securities 21 Item 4. Mining Safety Disclosures 21 Item 5. Other Information 21 Item 6. Exhibits 21 Signatures 22

PART I
Item 1.	Condensed Unaudited Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mining Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
	Signatures	20

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORZA INNOVATIONS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and June 30, 2022 (Audited)	4
Consolidated Statements of Operations for the three and nine months ended March 31, 2023 and 2022(Unaudited)	5
Consolidated Statements of Stockholders’ Equity (Deficit) for the three and nine months ended March 31, 2023 and 2022 (Unaudited)	6
Consolidated Statements of Cash Flows for the nine months ended March 31, 2023 and 2022 (Unaudited)	8
Notes to the Consolidated Financial Statements (Unaudited)	9

SEPTEMBER 30, 2023

3Consolidated Balance Sheets as of September 30, 2023 (Unaudited) and June 30, 2023 (Audited) Consolidated Statements of Operations for the three months ended September 30, 2023 and 2022 Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended September 30, 2023 and 2022 Consolidated Statements of Cash Flows for the three months ended September 30, 2023 and 2022 Notes to the Consolidated Financial Statements

~~FORZA INNOVATIONS INC.~~3

~~CONSOLIDATED~~FORZA ~~BALANCE~~INNOVATIONS ~~SHEETS~~INC.

	March 31, 2023			June 30, 2022
		(Unaudited)
ASSETS
Current assets:
Cash	$	12,638		$	295,914
Prepaid		—			5,130
Loans receivable		46,250			—
Total current assets		58,888			301,044
Machinery and equipment, net		187,347			155,599
Other assets		5,913			5,913
Total other assets		193,260			161,512
Total Assets	$	252,148		$	462,556
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	109,025		$	49,972
Accrued interest		200,842			129,564
Convertible notes payable, net of discount of $199,787 and $424,889, respectively		1,502,005			905,111
Derivative liability		1,063,934			662,982
Loan payable		22,729			22,729
Due to related party		19,306			19,406
Total current liabilities		2,917,841			1,789,764
Total liabilities		2,917,841			1,789,764
Commitments and contingencies		—			—
Stockholders' equity (deficit):
Class B Preferred stock, $0.001 par value, 25,000,000 shares authorized, 10,000,000 issued and outstanding		10,000			10,000
Common stock, $0.001 par value, 10,000,000,000 shares authorized; 1,229,887,991 and 220,009,575 shares issued and outstanding, respectively		1,229,888			220,009
Common stock to be issued		26,231			26,231
Additional paid-in capital		5,042,872			4,611,790
Accumulated deficit		(8,974,684	)		(6,195,238	)
Total stockholders' deficit		(2,665,693	)		(1,327,208	)
Total Liabilities and Stockholders' Deficit	$	252,148		$	462,556

CONSOLIDATED BALANCE SHEETS

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


		September 30, 2023			June 30, 2023
		(Unaudited)
ASSETS
Current assets:
Cash	$	—		$	—
Total current assets		—			—
Machinery and equipment, net		88,391			91,404
Deposit		—			—
Total long term assets		88,391			91,404
Total Assets	$	88,391		$	91,404

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	109,302		$	110,792
Accrued interest		309,028			284,092
Convertible notes payable, net of discount of $104,199 and $256,653, respectively		1,934,728			1,787,069
Derivative liability		2,856,517			2,475,446
Loan payable		22,729			22,729
Due to related party		19,306			19,306
Total current liabilities		5,251,610			4,699,434
Total liabilities		5,251,610			4,699,434

Commitments and contingencies

Stockholders' equity (deficit):
Class B Preferred stock, $0.001 par value, 25,000,000 shares authorized, 10,000,000 issued and outstanding		10,000			10,000
Common stock, $0.001 par value, 100,000,000,000 shares authorized; 1,800,550,715 and 1,421,744,158 shares issued and outstanding, respectively		1,800,551			1,421,744
Common stock to be issued		26,531			26,531
Additional paid-in capital		4,598,744			4,884,639
Accumulated deficit		(11,599,045	)		(10,950,944	)
Total stockholders' deficit		(5,163,219	)		(4,608,030	)
Total Liabilities and Stockholders' Deficit	$	88,391		$	91,404

4The accompanying notes are an integral part of these consolidated financial statements.

~~FORZA INNOVATIONS INC.~~4

~~CONSOLIDATED~~FORZA ~~STATEMENTS~~INNOVATIONS ~~OF OPERATIONS~~INC.

~~(Unaudited)~~CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended March 31,						For the Nine Months Ended March 31,
	2023			2022			2023			2022
Revenue	$	39,954		$	—		$	100,552		$	—
Cost of revenue		356			—			26,556			—
Gross margin		39,598			—			73,996			—
Operating Expenses:
General & administrative expenses		80,134			223,624			223,718			359,221
Advertising and marketing		1,888			—			31,405			—
Compensation expense		86,938			101,176			436,942			211,456
Professional fees		42,544			81,730			201,684			112,741
Stock based compensation		126,066			—			423,510			854,550
Total operating expenses		337,570			406,530			1,317,259			1,537,968
Loss from operations		(297,972	)		(406,530	)		(1,243,263	)		(1,537,968	)
Other income (expense):
Interest expense		(54,639	)		(72,715	)		(135,028	)		(90,007	)
Loss on issuance of convertible debt		—			(796,436	)		(85,083	)		(1,095,146	)
Loss on conversion of debt		(32,719	)		—			(209,000	)		—
Change in fair value of derivatives		(586,251	)		385,084			(586,829	)		516,136
Debt discount amortization		(107,770	)		(108,633	)		(508,093	)		(140,728	)
Early payment penalty		—			—			(12,150	)		—
Total other expense		(781,379	)		(592,700	)		(1,536,183	)		(809,745	)
Loss before income taxes		(1,079,351	)		(999,230	)		(2,779,446	)		(2,347,713	)
Provision for income taxes		—			—			—			—
Net Loss	$	(1,079,351	)	$	(999,230	)	$	(2,779,446	)	$	(2,347,713	)
Net loss per common share, basic & diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted common shares outstanding, basic & diluted		908,032,890			295,432,901			583,684,383			288,361,958

(Unaudited)

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


	For the Three Months Ended September 30,
	2023			2022
Revenue	$	32,233		$	28,983
Cost of revenue		1,428			5,440
Gross margin		30,805			23,543

Operating Expenses:
General & administrative expenses		15,509			63,330
Advertising and marketing		—			17,102
Compensation expense		8,320			184,796
Professional fees		8,500			82,942
Stock based compensation		—			188,675
Total operating expenses		32,329			536,845

Loss from operations		(1,524	)		(513,302	)

Other income (expense):
Interest expense		(60,959	)		(59,145	)
Loss on issuance of convertible debt		—			(38,333	)
Loss on conversion of debt		(33,306	)		(20,840	)
Change in fair value of derivatives		(404,365	)		(5,739	)
Debt discount amortization		(152,454	)		(200,644	)
Gain on conversion of debt		4,507			—
Total other expense		(646,577	)		(324,701	)

Loss before income taxes		(648,101	)		(838,003	)

Provision for income taxes		—			—

Net Loss	$	(648,101	)	$	(838,003	)

Net loss per common share, basic & diluted	$	(0.00	)	$	(0.00	)
Weighted common shares outstanding, basic & diluted		1,457,174,878			325,326,864

5The accompanying notes are an integral part of these consolidated financial statements.

~~FORZA INNOVATIONS INC.~~5

~~CONSOLIDATED STATEMENTS~~FORZA OFINNOVATIONS ~~STOCKHOLDERS' DEFICIT~~INC.

~~FOR~~CONSOLIDATED STATEMENTS ~~THE~~OF ~~THREE~~STOCKHOLDERS' ~~AND NINE MONTHS ENDED MARCH 31, 2023~~DEFICIT

~~(Unaudited)~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

	Common Shares		Common Stock	Preferred Shares		Preferred Stock		Paid in Capital			Common stock to be Issued		Accumulated Deficit			Total
Balance, June 30, 2022		220,009,575	$220,009		10,000,000	$	10,000	$	4,611,790		$	26,231	$	(6,195,238	)	$	(1,327,208	)
Shares issued for conversion of debt		74,714,953	74,715		—		—		280,337			—		—			355,052
Fair value of warrants granted		—	—		—		—		188,675			—		—			188,675
Shares issues – related party		100,000,000	100,000		—		—		(100,000	)		—		—			—
Net loss		—	—		—		—		—			—		(838,003	)		(838,003	)
Balance, September 30, 2022		394,724,528	394,724		10,000,000		10,000		4,980,802			26,231		(7,033,241	)		(1,621,484	)
Shares issued for conversion of debt		385,434,463	385,435		—		—		99,663			—		—			485,098
Fair value of warrants granted		—	—		—		—		108,769			—		—			108,769
Net loss		—	—		—		—		—			—		(862,092	)		(862,092	)
Balance, December 31, 2022		780,158,991	780,159		10,000,000		10,000		5,189,234			26,231		(7,895,333	)		(1,889,709	)
Shares issued for conversion of debt		449,729,900	449,729		—		—		(272,428	)		—		—			177,301
Fair value of warrants granted		—	—		—		—		126,066			—		—			126,066
Net loss		—	—		—		—		—			—		(1,079,351	)		(1,079,351	)
Balance, March 31, 2023		1,229,887,991	$1,229,888		10,000,000	$	10,000	$	5,042,872		$	26,231	$	(8,974,684	)	$	(2,665,693	)

(Unaudited)


	Common Shares		Common Stock		Preferred Shares		Preferred Stock		Paid in Capital			Common stock to be Issued		Accumulated Deficit			Total
Balance, June 30, 2023		1,421,744,158	$	1,421,744		10,000,000	$	10,000	$	4,884,639		$	26,531	$	(10,950,944	)	$	(4,608,030	)
Shares issued for conversion of debt		378,806,557		378,807		—		—		(285,895	)		—		—			92,912
Net loss		—		—		—		—		—			—		(648,101	)		(648,101	)
Balance, September 30, 2023		1,800,550,715	$	1,800,551		10,000,000	$	10,000	$	4,598,744		$	26,531	$	(11,599,045	)	$	(5,163,219	)

	Common Shares		Common Stock		Preferred Shares		Preferred Stock		Paid in Capital			Common stock to be Issued		Accumulated Deficit			Total
Balance, June 30, 2022		220,009,575	$	220,009		10,000,000	$	10,000	$	4,611,790		$	26,231	$	(6,195,238	)	$	(1,327,208	)
Shares issued for conversion of debt		74,714,953		74,715		—		—		280,337			—		—			355,052
Fair value of warrants granted		—		—		—		—		188,675			—		—			188,675
Shares issues – related party		100,000,000		100,000		—		—		(100,000	)		—		—			—
Net loss		—		—		—		—		—			—		(838,003	)		(838,003	)
Balance, September 30, 2022		394,724,528	$	394,724		10,000,000	$	10,000	$	4,980,802		$	26,231	$	(7,033,241	)	$	(1,621,484	)

~~FORZA~~The accompanying ~~INNOVATIONS~~notes ~~INC~~are an integral part of these consolidated financial statements.

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT~~6

~~FOR~~FORZA ~~THE~~INNOVATIONS ~~THREE AND NINE MONTHS ENDED MARCH 31, 2022~~INC.

~~(Unaudited)~~CONSOLIDATED STATEMENTS OF CASH FLOWS

	Common Shares		Common Stock	Preferred Shares		Preferred Stock		Paid in Capital		Common stock to be Issued			Accumulated Deficit			Total Stockholders' Deficit
Balance, June 30, 2021		281,000,000	$281,000		10,000,000	$	10,000	$	2,921,000	$	—		$	(3,494,730	)	$	(282,730	)
Shares issued for conversion of debt		144,231	144		—		—		29,856		100,000			—			130,000
Options exercised – related party		400,000	400		—		—		19,600		—			—			20,000
Fair value of options granted		—	—		—		—		854,550		—			—			854,550
Net loss		—	—		—		—		—		—			(961,262	)		(961,262	)
Balance, September 30, 2021		281,554,231	281,544		10,000,000		10,000		3,825,006		100,000			(4,455,992	)		(239,442	)
Shares issued for conversion of debt		10,000,000	10,000		—		—		90,000		(100,000	)		—			—
Options exercised – related party		100,000	100		—		—		3,943		—			—			4,043
Shares granted for financing costs		—			—		—		—		3,431			—			3,431
Net loss		—	—		—		—		—		—			(387,221	)		(387,221	)
Balance, December 31, 2021		291,644,231	291,644		10,000,000		10,000		3,918,949		3,431			(4,843,213	)		(619,189	)
Shares issued for conversion of debt		4,105,730	4,104		—		—		100,371		—			—			104,475
Shares granted for financing costs		2,700,000	2,700		—		—		161,550		—			—			164,250
Fair value of warrants granted		—	—		—		—		109,561		—			—			109,561
Net loss		—	—		—		—		—		—			(999,230	)		(999,230	)
Balance, March 31, 2022		298,449,961	$298,448		10,000,000	$	10,000	$	4,290,431	$	3,431		$	(5,842,443	)	$	(1,240,133	)

(Unaudited)

The accompanying notes are an integral part of these unaudited consolidated financial statements


	For the Three Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net Loss	$	(648,101	)	$	(838,003	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		3,013			14,028
Debt discount amortization		152,454			200,644
Loss on issuance of convertible debt		—			38,333
Change in fair value of derivatives		404,365			5,739
Loss on conversion of debt		33,306			20,840
Gain on conversion of debt		(4,507	)		—
Fair value of warrants granted with debt issuance		—			188,675
Changes in operating assets and liabilities:
Prepaids		—			5,130
Accounts payable and accrued liabilities		(1,490	)		60,662
Accrued interest		60,960			59,145
Net cash used by operating activities		—			(244,807	)

Cash flows from investing activities:
Purchase of property and equipment		—			(82,309	)
Net cash used by investing activities		—			(82,309	)

Cash flows from financing activities:
Repayment of related party loans		—			(100	)
Proceeds from convertible debt		—			305,780
Net cash provided by financing activities		—			305,680

Net change in cash		—			(21,436	)

Cash, beginning of period		—			295,914
Cash, end of period	$	—		$	274,478

Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	92,912		$	179,160

7The accompanying notes are an integral part of these consolidated financial statements.

~~FORZA INNOVATIONS INC.~~7

~~CONSOLIDATED~~FORZA ~~STATEMENTS~~INNOVATIONS ~~OF CASH FLOWS~~INC.

~~(Unaudited)~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	For the Nine Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net Loss	$	(2,779,446	)	$	(2,347,713	)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization		50,561			24,208
Debt discount amortization		508,093			140,728
Loss on issuance of convertible debt		85,083			1,095,146
Change in fair value of derivatives		586,829			(516,136	)
Loss on conversion of debt		209,000			—
Common stock is sued for services		—			167,680
Other stock-based compensation		423,510			854,550
Changes in operating assets and liabilities:
Prepaids		5,130			—
Accounts payable and accrued liabilities		59,052			(5,913	)
Accrued interest		131,291			3,739
Accrued compensation		—			90,007
Net cash used by operating activities		(720,897	)		(493,704	)
Cash flows from investing activities:
Purchase of property and equipment		(82,309	)		(55,335	)
Loans receivable		(46,250	)		—
Net cash used by investing activities		(128,559	)		(55,335	)
Cash flows from financing activities:
Advances from related party		—			27,088
Repayment of related party loans		(100	)		(28,106	)
Proceeds from convertible debt		846,280			942,450
Repayment of convertible debt		(280,000	)		—
Proceeds from the exercise of options		—			24,043
Net cash provided by financing activities		566,180			965,475
Net change in cash		(283,276	)		416,436
Cash, beginning of period		295,914			13,677
Cash, end of period	$	12,638		$	430,113
Supplemental disclosure of cash flow information:
Cash paid for interest	$	—		$	—
Cash paid for taxes	$	—		$	—
Supplemental non-cash disclosure:
Common stock issued for conversion of debt	$	441,738		$	234,476

SEPTEMBER 30, 2023

~~The~~NOTE ~~accompanying~~1 ~~notes~~- ~~are~~NATURE anOF ~~integral part of these unaudited consolidated financial statements.~~OPERATIONS

8Forza Innovations Inc. (the “Company”) was incorporated on December 9, 2014, under the laws of the State of Florida. The Company has acquired the ownership and rights to certain late developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt. These products are wearable back compression devices, used to relax, warmup, loosen, or relax stiff & sore muscles. The therapeutic application of heat causes a change in temperature of the soft tissues which decreases joint stiffness and relieves inflammation.

~~FORZA~~On ~~INNOVATIONS~~March ~~INC~~1, 2022, the Company entered into a Share Exchange Agreement (the “Agreement”) with Sustainable Origins Inc. (“Sustainable”), whereby the Company acquired 100% of the shares of Sustainable in exchange for 600,000 shares of the Company’s common stock and a cash payment of $17,000 and the payment of certain initial expenses, thereby making Sustainable a wholly-owned subsidiary of the Company. Sustainable is in the business of used cooking oil recycling and has recently entered into an asset purchase agreement with Oil Industries, Inc. of North Carolina to acquire certain assets related to the used cooking oil business. The Company valued the shares of common stock at $0.038, the closing stock price on the effective date of the agreement, for a valuation of $22,800. At the time of acquisition Sustainable had no operations. As such the Company fully impaired the $22,800. As of June 30, 2023, the shares have not yet been issued to Sustainable.

~~NOTES~~NOTE TO2 ~~UNAUDITED~~- ~~CONSOLIDATED~~SUMMARY ~~FINANCIAL~~OF ~~STATEMENTS~~SIGNIFICANT ACCOUNTING POLICIES

~~March~~Basis ~~31,~~of ~~2023~~Presentation

~~NOTE~~The accompanying unaudited financial statements have been prepared 1by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2023 and for the related periods presented have been made. The results for the three months ended September 30, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K ~~NATURE~~for OFthe ~~OPERATIONS~~year ended June 30, 2023, filed with the Securities and Exchange Commission.

~~Forza~~Use ~~Innovations Inc. (the “Company”) was incorporated on December 9, 2014, under the laws~~ of the State of Florida. The Company was a diversified multi-industry manufacturer of complex metal components and products. We serve all general industrial markets such as Aerospace, Automotive, Commercial, Food Processing, Industrial, Maritime, Medical, Railroad, Oil and Gas, Packaging, Telecom, Textiles, Robotics, Space Travel, Transportation and many more. We are a vertically integrated precision CNC manufacturing and fabrication company with core emphasis on product design, engineering and precision manufacturing of complex components and products.Estimates

OnThe ~~February~~preparation 5,of ~~2018,~~financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~Company~~reported ~~formed~~amounts ~~Genesys~~of ~~Industries,~~assets ~~LLC~~and asliabilities aand ~~wholly~~disclosure ~~owned~~of ~~subsidiary~~contingent inassets and liabilities at the date ~~state~~of the financial statements and the reported amounts of ~~Missouri~~revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.

OnConcentrations ~~January 21, 2021, Shefali Vibhakar, President~~ of ~~the~~Credit Company closed a Share Purchase Agreement (the “Agreement”) that she entered into with Johnny Forzani to sell all of her 170,000,000 common shares and 10,000,000 preferred shares to Johnny Forzani for cash consideration of $177,000.Risk

~~Further,~~We asmaintain ~~part~~our ofcash ~~the~~in ~~Agreement,~~bank ~~Ms.~~deposit ~~Vibhakar~~accounts, ~~agrees~~the tobalances ~~spin out all~~ of ~~the~~which ~~Company’s assets (except for certain machinery valued~~ at ~~$40,000 –~~times ~~which~~may isexceed ~~subject~~federally toinsured alimits. ~~separate~~We ~~purchase~~continually monitor ~~agreement)~~our asbanking ~~well~~relationships asand ~~all~~consequently ofhave ~~the~~not ~~Company’s~~experienced ~~liabilities~~any ~~(except~~losses ~~the~~in ~~Company’s~~our ~~note with Tangiers Capital, LLC)~~accounts. ~~The~~We ~~value date~~believe ofwe ~~the~~are ~~assets~~not ~~and~~exposed ~~liabilities~~to ~~will~~any besignificant credit ~~January~~risk ~~21,~~on ~~2021~~cash.`

OnCash ~~January 21, 2021, a change in control of the Company occurred pursuant to the Agreement. Mr. Forzani now has voting control over 93.9% of the Company’s issued and outstanding common stock.~~Equivalents

OnThe ~~January 21, 2021, the~~ Company ~~received~~considers ~~the~~all ~~resignation~~highly ofliquid ~~Shefali~~investments ~~Vibhakar~~with asa ~~the~~maturity ~~Company’s~~of ~~President,~~three ~~Chief~~months ~~Executive~~or ~~Officer, Treasurer,~~less ~~Chief~~when ~~Financial~~purchased ~~Officer,~~to ~~Secretary~~be ~~and~~cash ~~Director~~equivalents. ~~and~~There were ~~appointed~~no cash ~~Johnny~~equivalents ~~Forzani~~ as ~~its~~of ~~President,~~September ~~Chief Executive Officer~~30, ~~Treasurer, Chief~~2023 ~~Financial Officer~~ and ~~Secretary~~2022.

~~Effective~~Principles ~~January~~of ~~21, 2021, the Company’s new address is 30 Forzani Way NW, Calgary, Alberta, Canada T3Z 1L5.~~Consolidation

OnThe ~~February~~accompanying ~~17,~~consolidated ~~2021,~~financial ~~the~~statements ~~Company~~for ~~filed~~the ~~Articles~~three ofmonths ~~Continuance~~ended ~~with~~September ~~the~~30, ~~Secretary~~2023 ofand ~~State~~2022, ~~for~~include the ~~state~~accounts of ~~Wyoming. Accordingly,~~ the ~~Company~~ ~~transferred~~Company and its ~~state~~wholly ofowned ~~formation~~subsidiary, ~~from~~Sustainable ~~Florida~~Origins. toAll ~~Wyoming~~material ~~and~~inter-company ~~became~~transactions ahave ~~Wyoming~~been ~~entity~~eliminated in consolidation.

~~On February 18~~Property, ~~2021, the Company filed a Certificate of Dissolution with the Secretary of State for the State of Florida, effectively dissolving~~ ~~the~~Plant ~~Company's~~and ~~existence in Florida.~~Equipment

AsProperty ofand ~~June~~equipment ~~30,~~are ~~2021,~~carried ~~Forza~~at ~~Innovations~~the ~~has~~lower ~~moved out~~ of ~~the~~cost ~~precision~~or ~~CNC~~net ~~manufacturing~~realizable ~~and~~value. ~~fabrication~~Major ~~business~~betterments ~~and~~that ~~has~~extend ~~moved into~~ the ~~health-tech~~ ~~wearable~~useful ~~performance~~lives ~~business. The~~of ~~Company~~assets ~~has~~are also ~~acquired~~capitalized. ~~the~~Normal ~~ownership~~maintenance and ~~rights~~repairs toare ~~certain~~charged ~~late~~to ~~developmental~~expense ~~stage products,~~as ~~including the J4 Sport, J4 X and J4 Fitbelt~~incurred. ~~These~~When ~~products~~assets are ~~wearable~~sold ~~back~~or ~~compression~~otherwise ~~devices,~~disposed ~~used to relax~~of, ~~warmup, loosen,~~the orcost ~~relax~~and ~~stiff~~accumulated &depreciation ~~sore~~are ~~muscles.~~removed ~~The~~from ~~therapeutic~~the ~~application~~accounts ofand ~~heat~~any ~~causes~~resulting again ~~change~~or inloss ~~temperature~~is ofrecognized ~~the~~in ~~soft tissues which decreases joint stiffness and relieves inflammation~~operations.

OnDerivative ~~March~~Financial 1, 2022, the Company entered into a Share Exchange Agreement (the “Agreement”) with Sustainable Origins Inc. (“Sustainable”), whereby the Company acquired 100% of the shares of Sustainable in exchange for 600,000 shares of the Company’s common stock and a cash payment of $17,000 and the payment of certain initial expenses, thereby making Sustainable a wholly-owned subsidiary of the Company. Sustainable is in the business of used cooking oil recycling and has recently entered into an asset purchase agreement with Oil Industries, Inc. of North Carolina to acquire certain assets related to the used cooking oil business. The Company valued the shares of common stock at $0.038, the closing stock price on the effective date of the agreement, for a valuation of $22,800. At the time of acquisition Sustainable had no operations. As such the Company fully impaired the $22,800. As of March 31, 2023, the shares have not yet been issued to Sustainable.Instruments

~~NOTE~~The 2Company evaluates its convertible notes to determine if such instruments have derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued ~~SUMMARY~~at OFeach ~~SIGNIFICANT~~reporting ~~ACCOUNTING~~date, ~~POLICIES~~with changes in the fair value reported in the statements of operations. For stock-based derivative financial instruments, the Company uses a weighted-average Black-Scholes-Merton option pricing model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

~~Basis of Presentation~~8

~~The~~Fair ~~accompanying~~Value ~~unaudited financial statements have been prepared by the Company without audit. In the opinion~~ of ~~management,~~Financial all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2023 and for the related periods presented have been made. The results for the nine months ended March 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission.Instruments

9The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

~~Use~~Level 1: Quoted market prices available in active markets for identical assets or liabilities as of ~~Estimates~~the reporting date.

~~The~~Level ~~preparation~~2: ofPricing ~~financial~~inputs ~~statements~~other inthan ~~conformity~~quoted ~~with~~prices ~~generally~~in ~~accepted~~active ~~accounting~~markets ~~principles~~included ~~requires~~in ~~management~~Level to1, ~~make~~which ~~estimates and~~are ~~assumptions~~either ~~that~~directly ~~affect~~or ~~the~~indirectly ~~reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the~~observable ~~date~~as of the ~~financial statements and the reported amounts of revenues and expenses during the~~ reporting ~~period~~date. ~~Significant estimates include the estimated useful lives of property and equipment. Actual results could differ from those estimates.~~

~~Concentrations~~Level of3: ~~Credit~~Pricing ~~Risk~~inputs that are generally unobservable inputs and not corroborated by market data.

WeThe ~~maintain~~carrying ~~our~~amount ~~cash~~of inthe ~~bank~~Company’s ~~deposit~~financial ~~accounts~~assets and liabilities, ~~the~~such ~~balances~~as ofcash, ~~which~~prepaid atexpenses ~~times~~and ~~may~~accrued ~~exceed~~expenses ~~federally~~approximate their ~~insured~~fair ~~limits.~~value Webecause ~~continually~~of ~~monitor our~~the ~~banking~~short ~~relationships~~maturity ~~and~~of ~~consequently~~those ~~have~~instruments. The ~~not~~Company’s ~~experienced~~notes ~~any~~payable ~~losses~~amates inthe ~~our~~fair ~~accounts.~~value Weof such ~~believe~~instruments weas ~~are~~the ~~not~~notes ~~exposed~~bear tointerest ~~any~~rates ~~significant credit~~that ~~risk~~are onconsistent ~~cash~~with current market rates.

~~Cash~~The ~~Equivalents~~following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2023 and 2022:

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents as of March 31, 2023 and June 30, 2022.

Schedule of fair value hierarchy
September 30, 2023

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	2,856,517
Total	$	—	$	—	$	2,856,517

June 30, 2022
Derivative	$	—	$	—	$	2,475,446
Total	$	—	$	—	$	2,475,446

~~Principles~~Revenue ofRecognition ~~Consolidation~~

The ~~accompanying~~Company ~~unaudited~~recognizes ~~consolidated~~revenue ~~financial~~under ~~statements~~ASC ~~for three and nine months ended March 31~~606, ~~2023,~~“Revenue ~~include~~from ~~the~~Contracts ~~accounts~~with ofCustomers” ~~the Company~~(“ASC ~~and its wholly owned subsidiary, Sustainable Origins~~606”). ~~All~~The ~~material~~Company ~~inter-company~~determines revenue ~~transactions~~recognition ~~have~~through ~~been~~the ~~eliminated~~following ~~in consolidation.~~steps:

~~Reclassifications~~• Identification of a contract with a customer;

~~Certain reclassifications~~• ~~have~~Identification ~~been~~of ~~made to~~ the ~~prior~~performance ~~period~~obligations ~~financial information to conform to the presentation used~~ in the ~~financial statements for the period ended March 31, 2023.~~contract;

~~Property, Plant~~• ~~and~~Determination ~~Equipment~~of the transaction price;

~~Property and~~• ~~equipment~~Allocation ~~are carried at the lower~~ of ~~cost or net realizable value. Major betterments that extend~~ the ~~useful~~transaction ~~lives~~price ~~of assets are also capitalized. Normal maintenance and repairs are charged~~ to ~~expense as incurred. When assets are sold or otherwise disposed of,~~ the ~~cost~~ ~~and~~performance ~~accumulated~~obligations ~~depreciation~~in ~~are removed from~~ the ~~accounts~~contract; and ~~any resulting gain or loss is recognized in operations.~~

~~Derivative Financial~~• ~~Instruments~~Recognition of revenue when or as the performance obligations are satisfied.

~~The~~Revenue ~~Company~~is ~~evaluates~~recognized ~~its~~when ~~convertible~~control ~~notes~~of tothe ~~determine~~promised ifgoods ~~such~~or ~~instruments~~services ~~have~~is ~~derivatives~~transferred orto ~~contain~~customers, ~~features~~in an amount that ~~qualify~~reflects asthe ~~embedded~~consideration ~~derivatives.~~the ~~For~~Company ~~derivative~~expects ~~financial~~to ~~instruments~~be ~~that~~entitled ~~are~~to ~~accounted~~in exchange for asthose ~~liabilities,~~goods ~~the~~or ~~derivative~~services. ~~instrument~~Shipping isand ~~initially~~handling ~~recorded~~activities associated with outbound atfreight ~~its~~after ~~fair~~control ~~value~~over ~~and~~a isproduct ~~then~~has ~~re-valued~~transferred atto ~~each~~a ~~reporting~~customer ~~date,~~are ~~with~~accounted ~~changes~~for inas ~~the~~a ~~fair~~fulfillment ~~value~~activity ~~reported~~and inrecognized as revenue at the ~~statements~~point ofin ~~operations. For~~time ~~stock-based~~at ~~derivative~~which ~~financial~~control ~~instruments,~~of the ~~Company~~goods ~~uses~~transfers ato ~~weighted-average~~the ~~Black-Scholes-Merton~~customer. ~~option~~As ~~pricing~~a ~~model~~practical toexpedient, ~~value~~ the ~~derivative~~Company ~~instruments~~does atnot ~~inception~~adjust ~~and~~the transaction onprice ~~subsequent~~for ~~valuation~~the ~~dates.~~effects ~~The~~of ~~classification~~a ofsignificant ~~derivative~~financing ~~instruments~~component if, ~~including~~at ~~whether such~~contract ~~instruments~~inception, ~~should~~the beperiod ~~recorded~~between ascustomer ~~liabilities~~payment and orthe astransfer ~~equity,~~of isgoods ~~evaluated~~or atservices ~~the~~is ~~end~~expected ofto ~~each~~be ~~reporting~~one ~~period~~year or less.

~~Fair~~Basic ~~Value~~and ofDiluted ~~Financial~~Loss ~~Instruments~~Per Share

~~The~~Net ~~Company~~income ~~follows~~(loss) ~~paragraph~~per ~~825~~common share is computed pursuant to section 260-10-~~50-10~~45 of the FASB Accounting Standards Codification. Basic net ~~for~~income ~~disclosures~~(loss) ~~about~~per ~~fair~~common ~~value~~share ofis ~~its~~computed ~~financial instruments~~by ~~and~~dividing ~~paragraph~~net ~~820-10-35-37~~income of(loss) by the ~~FASB~~weighted ~~Accounting~~average ~~Standards~~number ~~Codification~~of ~~(“Paragraph~~shares ~~820-10-35-37”~~of common stock outstanding during the period. Diluted net income (loss) toper ~~measure~~common share is computed by dividing net income (loss) by the ~~fair~~weighted ~~value~~average number of ~~its~~shares ~~financial~~of ~~instruments.~~common ~~Paragraph~~stock ~~820-10-35-37~~and ~~establishes~~potentially aoutstanding ~~framework~~shares ~~for~~of ~~measuring~~common ~~fair~~stock ~~value~~during inthe ~~accounting~~period. ~~principles~~The ~~generally~~weighted ~~accepted~~average innumber of common shares outstanding and potentially outstanding common shares assumes that the ~~United~~Company ~~States~~incorporated as of ~~America~~the (Ubeginning of the first period presented.S. ~~GAAP)~~As of September 30, ~~and~~2023, ~~expands~~there ~~disclosures~~are ~~about~~warrants ~~fair~~to ~~value~~purchase ~~measurements. To~~up ~~increase~~to 951,950,000 ~~consistency~~shares ~~and~~of ~~comparability~~common instock, ~~fair~~options ~~value~~to ~~measurements~~purchase up to 1,000,000 shares of common stock and ~~related~~approximately ~~disclosures~~14,600,000,000 (14.6 ~~Paragraph~~Bil) ~~820-10-35-37~~dilutive ~~establishes~~shares aof ~~fair~~common ~~value~~stock ~~hierarchy which~~from ~~prioritizes~~convertible ~~the~~notes ~~inputs~~payable. toAs ~~valuation~~of ~~techniques~~September ~~used~~30, 2022, there are warrants to ~~measure~~purchase ~~fair~~up ~~value~~to ~~into~~201,950,000 ~~three~~shares ~~(3)~~of ~~broad~~common ~~levels. The~~stock, ~~fair~~options ~~value~~to ~~hierarchy~~purchase up to 1,000,000 ~~gives~~shares ~~the~~of ~~highest~~common ~~priority~~stock toand ~~quoted~~approximately ~~prices~~470,000,000 ~~(unadjusted)~~dilutive inshares ~~active~~of ~~markets~~common ~~for~~stock ~~identical~~from ~~assets~~convertible ornotes ~~liabilities~~payable. As of September 30, 2023 and 2022, the ~~lowest~~Company’s ~~priority to~~diluted ~~unobservable~~loss ~~inputs.~~per ~~The~~share ~~three~~is ~~(3)~~the ~~levels~~same as the basic loss per share, as the inclusion of ~~fair~~any ~~value~~potential shares ~~hierarchy~~would ~~defined~~have byhad ~~Paragraph~~an ~~820~~anti-~~10-35-37~~dilutive ~~are~~effect ~~described~~due ~~below:~~to the Company generating a loss.

~~Level 1: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.~~9

~~Level 2:~~Recent ~~Pricing~~Accounting ~~inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.~~Pronouncements

~~Level 3:~~The ~~Pricing~~Company ~~inputs~~has implemented all new applicable accounting pronouncements that are ~~generally~~in ~~unobservable~~effect. These ~~inputs~~pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not ~~corroborated~~believe bythat ~~market~~there ~~data~~are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

10NOTE 3 - GOING CONCERN

The ~~carrying~~accompanying ~~amount~~unaudited ofconsolidated ~~the Company’s~~ financial ~~assets~~statements ~~and~~have ~~liabilities,~~been ~~such~~prepared asassuming ~~cash,~~that ~~prepaid~~the ~~expenses~~Company ~~and~~will ~~accrued~~continue ~~expenses~~as ~~approximate~~a going ~~their~~concern, ~~fair~~which ~~value~~contemplates ~~because~~continuity of ~~the~~operations, ~~short~~realization ~~maturity~~ of ~~those~~assets, ~~instruments. The~~and ~~Company’s~~liquidation ~~notes~~of ~~payable~~liabilities ~~amates~~in the ~~fair~~normal ~~value~~course of ~~such~~business. As ~~instruments~~of asSeptember ~~the~~30, ~~notes~~2023, ~~bear~~the ~~interest~~Company ~~rates~~has ~~that~~limited ~~are~~revenue ~~consistent~~and ~~with~~an ~~current~~accumulated ~~market~~deficit ~~rates~~of $11,599,045.

While the Company believes in the viability of its strategy to produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company ~~following~~to ~~table~~continue ~~classifies~~as a going concern is dependent upon the Company’s ~~asset~~ability ~~measured~~to atfurther ~~fair~~implement ~~value~~its onbusiness aplan ~~recurring~~and ~~basis~~generate ~~into~~sufficient revenues. The consolidated financial statements do not include any adjustments that might be necessary if the ~~fair~~Company ~~value~~is ~~hierarchy~~unable asto ofcontinue ~~March~~as ~~31,~~a ~~2023~~going concern. Management believes that the actions presently being taken to further implement its business plan and ~~June~~generate ~~30,~~revenues provide ~~2022:~~the opportunity for the Company to continue as a going concern.

~~March 31,~~NOTE ~~2023~~4 – LOANS RECEIVABLE

Schedule of fair value hierarchy
Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	1,063,934
Total	$	—	$	—	$	1,063,934

On October 4, 2022, the Company entered into a Secured Loan Agreement with Team Moving Forward Recovery Group LLC (“Team”), whereby the Company loaned $15,000 to Team. The loan was to be repaid by December 3, 2022. The loan bears interest at 3% and is currently in default. The Company has established a reserve account to fully reserve for this receivable; therefore, the receivable is presented on the balance sheet at $0.

~~June~~On January 23, 2023, the Company entered into a Secured Loan Agreement with Denver Dumpster LLC (“Denver”), whereby the Company had loaned $31,250 to Denver. The loan was to be repaid by April 30, ~~2022~~2023, unless an agreement to acquire Denver was entered into, which did not occur. The loan bears interest at 3% and is currently in default. The Company has established a reserve account to fully reserve for this receivable; therefore, the receivable is presented on the balance sheet at $0.

Description	Level 1		Level 2		Level 3
Derivative	$	—	$	—	$	662,982
Total	$	—	$	—	$	662,982

NOTE 5 – MACHINERY AND EQUIPMENT

~~Basic~~Long lived assets, including property and ~~Diluted~~equipment ~~Loss~~to ~~Per~~be ~~Share~~held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

~~Under~~Property ~~ASC 260 “Earnings Per Share,” the Company presents basic~~ and ~~diluted~~Equipment are ~~earnings~~first ~~(loss)~~recorded ~~per-share~~at ~~(“EPS”) amounts on the face of the statements of operations~~cost. ~~Basic~~Depreciation is ~~EPS~~ computed byusing ~~dividing income (loss) available to common stockholders (~~the ~~numerator) by the weighted~~straight-~~average number of common shares outstanding (the denominator) during the period. Shares issued during the period and~~line ~~shares~~method ~~reacquired~~over ~~during~~ the ~~period~~estimated ~~are~~useful ~~weighted~~lives ~~for the portion~~ of the ~~period~~various ~~that~~classes ~~they were outstanding. The computation~~ of ~~diluted EPS~~assets isbetween ~~similar~~three toand ~~the~~five computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issuedyears. ~~Potentially~~Leasehold ~~diluted~~improvements ~~amounts~~are ~~from preferred~~being ~~stock~~depreciated ~~are~~over ~~not~~ten ~~presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly~~years, ~~there~~and ~~is no difference in~~ the ~~amounts~~building ~~presented~~over ~~for~~twenty ~~basic and diluted loss per share~~years.

~~Recent Accounting Pronouncements~~10

~~The~~Maintenance ~~Company~~and ~~has~~repair ~~implemented~~expenses, ~~all~~as ~~new~~incurred, ~~applicable accounting pronouncements that~~ are incharged ~~effect~~to expense. ~~These~~ ~~pronouncements~~Betterments ~~did~~and ~~not~~renewals ~~have~~are ~~any material~~capitalized ~~impact~~in onplant ~~the~~and ~~financial~~equipment ~~statements~~accounts. ~~unless otherwise disclosed,~~ Cost and ~~the~~accumulated ~~Company~~depreciation ~~does~~applicable ~~not~~to ~~believe~~items ~~that~~replaced ~~there~~or retired are ~~any~~eliminated ~~other~~from ~~new accounting~~the ~~pronouncements~~related ~~that~~accounts ~~have~~with ~~been~~any ~~issued~~gain ~~that~~or ~~might~~loss ~~have a material impact~~ on the ~~its~~disposition ~~financial~~included ~~position~~as ~~or results of operations~~income.

~~NOTE~~Property 3and -equipment ~~GOING~~stated ~~CONCERN~~at cost, less accumulated depreciation for continuing operations consisted of the following:

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As of March 31, 2023, the Company has limited revenue and an accumulated deficit of $8,974,684 ($3,069,884 of which is from the FY 2021 loss on the asset acquisition and disposition of assets).

Property, Plant & Equipment
	September 30, 2023			June 30, 2023
Machinery and Equipment	$	88,387		$	88,387
Office Equipment		3,097			3,097
Vehicles		38,122			38,122
Less: accumulated depreciation		(41,215	)		(38,202	)
Property and equipment, net	$	88,391		$	91,404

~~While~~Depreciation the Company is successfully executing its growth strategy, its cash position may not still be sufficient to support the Company’s daily operations without additional financing. While the Company believes in the viability of its strategy to produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.expense

~~NOTE~~Depreciation 4expense –for ~~MACHINERY~~the ~~AND~~three ~~EQUIPMENT~~months ended September 30, 2023 and 2022 was $ 3,013 and $14,028, respectively.

~~Long~~NOTE ~~lived~~6 ~~assets,~~– ~~including~~CONVERTIBLE ~~property~~NOTES and equipment and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.PAYABLE

11During the period ended September 30, 2023, the Company issued, paid and or converted the following new convertible promissory notes.

Property and Equipment and intangible assets are first recorded at cost. Depreciation and/or amortization is computed using the straight-line method over the estimated useful lives of the various classes of assets between three and five years. Leasehold improvements are being depreciated over ten years, and the building over twenty years.

Schedule of convertible promissory notes
Note Holder	Date	Maturity Date	Interest Rate			Balance June 30, 2023			Additions		Conversions			Balance September 30, 2023
ONE44 Capital LLC ⁽²⁾	1/13/2022	1/13/2023		10	%	$	122,400		$	—	$	—		$	122,400
Mast Hill Fund, L.P. ⁽³⁾	1/20/2022	1/20/2023		12	%	$	302,312		$	—	$	—		$	302,312
ONE44 Capital LLC ⁽²⁾	3/22/2022	3/22/2023		10	%	$	120,000		$	—	$	—		$	120,000
Coventry Enterprises, LLC ⁽¹⁾	6/3/2022	6/3/2023		10	%	$	576,000		$	—	$	—		$	576,000
1800 Diagonal Lending LLC ⁽⁴⁾	7/26/2022	7/26/2023		10	%	$	48,700		$	—	$	(4,795	)	$	43,905
Mast Hill Fund, L.P. ⁽⁵⁾	9/19/2022	9/19/2023		12	%	$	290,000		$	—	$	—		$	290,000
1800 Diagonal Lending LLC ⁽⁴⁾	11/11/2022	11/11/2023		10	%	$	44,250		$	—	$	—		$	44,250
Mast Hill Fund, L.P. ⁽⁶⁾	12/16/2022	12/16/2022		12	%	$	133,000		$	—	$	—		$	133,000
Mast Hill Fund, L.P. ⁽⁷⁾	1/13/2023	12/16/2022		12	%	$	347,060		$	—	$	—		$	347,060
Coventry Enterprises, LLC ⁽⁸⁾	5/12/2023	5/12/2024		10	%	$	60,000		$	—	$	—		$	60,000
	Total					$	2,043,722		$	—	$	(4,795	)	$	2,038,867
	Less debt discount					$	(256,653	)						$	(104,199	)
	Convertible notes payable, net					$	1,787,069					(4,795	)	$	1,934,728

~~Maintenance and~~Conversion repair expenses, as incurred, are charged to expense. Betterments and renewals are capitalized in plant and equipment accounts. Cost and accumulated depreciation applicable to items replaced or retired are eliminated from the related accounts with any gain or loss on the disposition included as income.Terms

~~Property and~~(1) ~~equipment~~Convertible ~~stated~~only atupon ~~cost,~~an ~~less~~event ~~accumulated~~of ~~depreciation~~default. 90% of the lowest trading price for ~~continuing~~10 ~~operations~~days ~~consisted~~prior ofto ~~the~~conversion ~~following:~~date.

Property, plant & equipment
	March 31, 2023			June 30, 2022
Machinery and Equipment	$	222,793		$	150,483
Office Equipment		3,097			3,097
Vehicles		51,720			41,720
Less: accumulated depreciation		(90,263	)		(39,701	)
Property and equipment, net	$	187,347		$	155,599

(2)

60% of the lowest trading price for 20 days, including conversion date.

~~Depreciation expense~~(3) Convertible only upon an event of default. Conversion would then be $0.10.

~~Depreciation expense~~(4) ~~for~~61% of the ~~nine~~lowest ~~months~~trading ~~ended~~price ~~March~~for ~~31,~~15 ~~2023~~days ~~and~~prior ~~2022~~to ~~was~~conversion ~~$50,561 and $24,208, respectively~~date.

~~NOTE~~ (5) –Convertible ~~CONVERTIBLE~~at ~~NOTES PAYABLE~~$0.0015

~~During the~~(6) ~~nine~~Convertible ~~months~~at ~~ended March 31, 2023, the Company issued, paid and or converted the following new convertible promissory notes~~$0. 0007

Schedule of convertible promissory notes
Note Holder	Date	Maturity Date	Interest Rate	Balance June 30, 2022		Additions		Conversions		Balance March 31, 2023
Fast Capital LLC (1)	10/26/2021	10/26/2022	10%	$	30,000	$	—	$	(30,000)	$	—
ONE44 Capital LLC (3)	1/13/2022	1/13/2023	10%	$	160,000	$	—	$	(34,300)	$	125,700
Mast Hill Fund, L.P. (4)	1/20/2022	1/20/2023	12%	$	350,000	$	—	$	(297,688)	$	52,312
Sixth Street Lending LLC (5)	2/1/2022	2/1/2023	10%	$	80,000	$	—	$	(80,000)	$	—
ONE44 Capital LLC (3)	3/22/2022	3/22/2023	10%	$	120,000	$	—	$	—	$	120,000
Sixth Street Lending LLC (5)	4/13/2022	4/13/2023	10%	$	55,000	$	—	$	(55,000)	$	—
1800 Diagonal Lending LLC (5)	5/23/2022	5/23/2023	10%	$	55,000	$	—	$	(55,000)	$	—
Coventry Enterprises, LLC (2)	6/3/2022	6/3/2023	10%	$	480,000	$	—	$	—	$	480,000
1800 Diagonal Lending LLC (5)	7/26/2022	7/26/2023	10%	$	—	$	59,250	$	(10,550)	$	48,700
Mast Hill Fund, L.P. (6)	9/19/2022	9/19/2023	12%	$	—	$	290,000	$	—	$	290,000
1800 Diagonal Lending LLC (5)	11/11/2022	11/11/2023	10%	$	—	$	44,250	$	—	$	44,250
Mast Hill Fund, L.P. (7)	12/16/2022	12/16/2022	12%	$	—	$	233,000	$	(100,000)	$	133,000
Mast Hill Fund, L.P. (8)	1/13/2023	12/16/2022	12%	$	—	$	347,060	$	—	$	347,060
			Total	$	1,330,000	$	973,560	$	(662,538)	$	1,641,022
		Less debt discount		$	(424,889)					$	(139,017)
	Convertible notes payable, net			$	905,111					$	1,502,005

(7)

Convertible at $0.0003

(8) Monthly payments of $9,428.57. Convertible only upon an event of default. Conversion ~~Terms~~ would then be 90% of the lowest trade during the 30 days prior to conversion.

~~(1)~~Total ~~61%~~accrued ofinterest on the ~~lowest~~above ~~trading~~convertible notes ~~price~~as ~~for~~of 15September ~~days~~30, ~~including~~2023 ~~conversion~~and ~~date~~June 30, 2023, is $287,803 and $263,154, respectively.

~~(2)~~A ~~Convertible~~summary ~~only upon an event~~ of ~~default.~~the ~~90%~~activity of the ~~lowest~~derivative ~~trading~~liability ~~price~~ for 10the notes ~~days~~above ~~prior~~is toas ~~conversion date.~~follows:

(3) 60% of the lowest trading price for 20 days, including conversion date.

Schedule of derivative liability
Balance at June 30, 2022		662,982
Increase to derivative due to new issuances		806,026
Decrease to derivative due to conversion/payments		(376,682	)
Derivative gain due to mark to market adjustment		1,383,120
Balance at June 30, 2023	$	2,475,446
Increase to derivative due to new issuances		—
Decrease to derivative due to conversions		(23,294	)
Derivative loss due to mark to market adjustment		404,365
Balance at September 30, 2023	$	2,856,517

A summary of quantitative information about significant unobservable inputs (4Level 3 inputs) ~~Convertible~~used ~~only~~in ~~upon~~measuring anthe ~~event~~Company’s derivative liability that are categorized within Level 3 of ~~default.~~the ~~Conversion~~fair ~~would~~value ~~then~~hierarchy beas ~~$0.10.~~of September 30, 2022, is as follows:

(5) 61% of the lowest trading price for 15 days prior to conversion date.

Schedule of fair value hierarchy
Inputs	June 30, 2023		Initial Valuation
Stock price	$	0.0002		$0.0014 – 0.0086
Conversion price	$	.0001		$0.0006 - 0.0049
Volatility (annual)		510.66% – 521.39%		210.52% - 237.49%
Risk-free rate		5.43%		2.51% - 4.59 %
Dividend rate		—		—
Years to maturity		.25 – .37		1

~~(6) Convertible at $0.0015.~~11

(7)		Convertible at $0.0007.
(8)		Convertible at $0.0003

NOTE 7 - NOTE PAYABLE

~~Total~~On ~~accrued~~November 5, 2017, to fund its working capital requirements the Company obtained a Special Line of Credit (“LOC”) also recognized as a Blanket Secured Promissory Note for the total draw down amount of up to $500,000, from Twiga Capital Partners, LLC (“TCP”), an entity controlled by the Company’s former sole officer and largest stockholder, Shefali Vibhakar. This Note is secured by all of the assets of the Company in accordance with the Security Agreement by and between the Company and the Holder dated as of November 5, 2017. The LOC bears interest at 5% per annum and is due on demand. On January 21, 2021, TCP assigned all of its rights, title and interest in the ~~above~~debt ~~convertible~~to ~~notes~~Front asRow Seating Inc. On September 28, 2021, $100,000 of ~~March~~the 31note was converted into 10,000,000 shares of common stock. As of September 30, 2023 and June 30, is2023, the Company owed $~~180~~21,~~189~~226 and $22,729 of accrued interest, respectively.

12NOTE 8 – COMMON STOCK

~~A summary~~During ofQ1 ~~the~~FY ~~activity~~2024, ofMast ~~the~~Hill ~~derivative~~converted ~~liability~~$36,024 of ~~for~~accrued ~~the~~interest ~~notes~~into ~~above~~300,200,000 isshares asof ~~follows:~~ common stock.

Schedule of derivative liability
Increase to derivative due to new issuances		1,648,566
Decrease to derivative due to conversion/payments		(18,162	)
Derivative gain due to mark to market adjustment		(967,422	)
Balance at June 30, 2022		662,982
Increase to derivative due to new issuances		180,083
Decrease to derivative due to conversions		(365,960	)
Derivative gain due to mark to market adjustment		586,829
Balance at March 31, 2023	$	1,063,934

During Q1 FY 20243, 1800 Diagonal converted $4,795 of principal into 78,600,000 shares of common stock.

A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s derivative liability that are categorized within Level 3 of the fair value hierarchy as of March 31, 2023 is as follows:12

Schedule of fair value hierarchy
Inputs	March 31, 2023		Initial Valuation
Stock price	$	0.0002		$0.0014 – 0.0086
Conversion price		$0.0001		$0.0006 - 0.0049
Volatility (annual)		169.6% – 275.2%		210.52% - 237.49%
Risk-free rate		4.85% - 4.94%		2.51% - 4.59 %
Dividend rate		—		—
Years to maturity		.25 – .61		1

NOTE 9 – PREFERRED STOCK

~~NOTE~~On September 7, 2022, the Company filed with the Secretary of 6State -of ~~NOTE~~the ~~PAYABLE~~State of Wyoming, an Articles of Amendment (the “Amendment”) designating the terms, preferences and rights of the 25,000,000 shares of the Company's previously authorized Class B Preferred Stock. Each share of Class B Preferred Stock entitles the holder thereof to ten thousand votes per share on all matters to be voted on by the holders of the Company’s common stock and is convertible into shares of the Company's common stock at the same rate. With respect to rights on liquidation, dissolution or winding up, shares of Class B Preferred Stock rank on parity with the Company's common stock.

OnNOTE November 5, 2017, to fund its working capital requirements the Company obtained a Special Line of Credit (“LOC”) also recognized as a Blanket Secured Promissory Note for the total draw down amount of up to $500,000, from Twiga Capital Partners, LLC (“TCP”), an entity controlled by the Company’s former sole officer and largest stockholder, Shefali Vibhakar. This Note is secured by all of the assets of the Company in accordance with the Security Agreement by and between the Company and the Holder dated as of November 5, 2017. The LOC bears interest at 5% per annum and is due on demand. On January 21, 2021, TCP assigned all of its rights, title and interest in the debt to Front Row Seating Inc. On September 28, 2021, $100,000 of the note was converted into 10~~,000,000 shares~~ of- ~~common~~RELATED ~~stock.~~PARTY ~~As of March 31, 2023 and June 30, 2022, the Company owed $22,729 and $22,729 of principal and $20,654 and $19,796 of accrued interest, respectively.~~TRANSACTIONS

~~NOTE~~Mr. 7Forzani –has ~~COMMON~~advanced ~~STOCK~~the Company funds for general operating expenses, the advances are non-interest bearing and due on demand. As of September 30, 2023 and June 30, 2023, the Company owes Mr. Forzani $19,306 and $19,306, respectively.

~~During~~NOTE ~~the first quarter, Fast Capital LLC converted $30,000 and $4,550 of principal and interest, respectively, into~~ 11~~,328,868 shares~~– ofSTOCK ~~common stock.~~OPTIONS

~~During~~On ~~the~~August ~~first~~3, ~~quarter~~2021, ~~One44~~the ~~Capital~~Company ~~LLC~~granted ~~converted~~1,000,000 options ~~$15~~to Johnny Forzani, CEO, 250,000 options to Geoff Stanbury, director, and 250,000 options to Tom Forzani, Director. The options were issued pursuant the Company’s 2021 Equity Award Plan. The options are exercisable at $~~744~~0.05, ofare ~~principal~~immediately vested and ~~interest~~expire in two years. On July 25, ~~respectively~~2022, ~~into 5~~the Company reissued the 100,~~247~~000,~~947~~ 000 shares of common stock that were previously cancelled by Mr. Forzani. There was no impact to the Company’s Statement of Operations for either the cancellation or the re-issuance of the shares.

~~During the first quarter, 1800 Diagonal Lending converted $80,000 and $4,626 of principal and interest, respectively, into 34,739,138 shares of common stock.~~13

~~During~~A ~~the~~summary ~~first~~of ~~quarter,~~the ~~Mast~~status ~~Hill Fund, L.P converted $2,040 and $42,200~~ of ~~principal~~the ~~and~~Company’s ~~interest,~~outstanding ~~respectively, into 23,400,000 shares of common~~ stock. ~~The~~options ~~Company~~and ~~recognized a~~changes ~~loss~~during onthe ~~conversion~~period ofis ~~debt~~presented ~~of $20,840.~~below:

During the second quarter, 1800 Diagonal Lending converted $110,000 and $5,500 of principal and interest, respectively, into 186,262,331 shares of common stock.

Stock Options	Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at June 30, 2023		1,000,000		$	0.05		—
Granted		—		$	—		—
Exercised		(1,000,000	)	$	—		—
Expired		—		$	—		—
Options outstanding at September 30, 2023		—		$	—		—
Options exercisable at September 30, 2023		—		$	—	$	—

During the second quarter, Mast Hill Fund, L.P converted $121,607 of principal, into 210,500,000 shares of common stock. The Company recognized a loss on conversion of debt of $113,263.

Schedule of Stock Options Outstanding
Stock Options	Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at June 30, 2023		1,000,000		$	0.05		—
Granted		—			—		—
Exercised		(1,000,000	)	$	—		—
Expired		—		$	—		—
Options outstanding at September 30, 2023		—		$	—		—
Options exercisable at September 30, 2023		—		$	—	$	—

~~During the third quarter, 1800 Diagonal Lending converted $10,550~~NOTE of12 ~~principal,~~– ~~into 87,916,334 shares of common stock.~~WARRANTS

~~During~~On September ~~the~~23, ~~third~~2022, ~~quarter~~the Company, closed a Securities Purchase Agreement (the “Purchase Agreement”) with Mast Hill Fund, L.P., a ~~converted~~Delaware ~~$24~~limited partnership (“Mast Hill”),~~041 and~~ $3dated as of September 19,~~937~~ 2022, pursuant to which the Company issued Mast Hill ofa convertible promissory note in the principal ~~and~~amount ~~interest~~of $290,000 (the ~~respectively~~“Note”), ~~into~~a ~~182~~five-year warrant to purchase up to 100,~~700~~000,000 shares of common stock at a price of $0.003 per ~~The~~share ~~Company~~(the ~~recognized~~“First Warrant”) and a ~~loss~~warrant onto ~~conversion~~purchase up to 100,000,000 shares of ~~debt~~common stock at a price of $320.003 per share (the “Second Warrant”),~~719~~ which warrants are only exercisable upon an “Event of Default” as defined in the Note.

~~During~~ Using the ~~third~~fair ~~quarter~~value calculation, ~~One44~~the ~~Capital~~relative ~~LLC~~fair ~~converted~~value ~~$19,300 and~~between ~~$2,193 of~~the ~~principal~~debt issued and ~~interest,~~the ~~respectively,~~warrants ~~into~~was ~~179~~calculated to determine the warrants recorded equity amount of $188,~~112~~675,~~333~~ ~~shares~~accounted offor ~~common~~in ~~stock~~additional paid in capital.

13On December 16, 2022, the Company, closed a Securities Purchase Agreement (the “Purchase Agreement”) with Mast Hill, pursuant to which the Company issued Mast Hill a convertible promissory note in the principal amount of $233,000 (the “Note”), a five-year warrant to purchase up to 155,000,000 shares of common stock at a price of $0.0015 per share (the “First Warrant”) and a warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “Second Warrant”), which warrants are only exercisable upon an “Event of Default” as defined in the Note.

~~NOTE~~Using the fair value calculation, the relative fair value between 8the –debt ~~PREFERRED~~issued ~~STOCK~~and the warrants was calculated to determine the warrants recorded equity amount of $108,769, accounted for in additional paid in capital and debt discount to be amortized over the term of the loan.

On ~~September~~ 7January 13, ~~2022~~2023, the Company ~~filed with the Secretary of State of the State of Wyoming~~, anclosed ~~Articles~~a ofSecurities ~~Amendment~~Purchase Agreement (the “~~Amendment~~Purchase Agreement”) ~~designating~~ ~~the~~with ~~terms~~Mast Hill, ~~preferences~~pursuant ~~and~~to ~~rights~~which of the ~~25,000,000 shares~~Company ofissued ~~the~~Mast ~~Company's~~Hill ~~previously~~a ~~authorized~~convertible promissory ~~Class~~note Bin ~~Preferred~~the ~~Stock.~~principal ~~Each~~amount ~~share~~ of ~~Class~~$347,000 (the B“Note”), ~~Preferred~~a ~~Stock~~five-year ~~entitles~~warrant ~~the~~to ~~holder~~purchase ~~thereof~~up to ~~ten~~347,000,000 shares ~~thousand~~of ~~votes~~common ~~per~~stock ~~share~~at ona ~~all~~price ~~matters~~of $0.001 toper beshare ~~voted on by~~ (the ~~holders~~“First ofWarrant”) ~~the~~and ~~Company’s~~a ~~common~~warrant ~~stock~~to ~~and~~purchase isup ~~convertible~~to ~~into~~ 148,000,000 shares of ~~the Company's~~ common stock at ~~the same~~a ~~rate.~~price ~~With~~of ~~respect~~$0.003 per toshare ~~rights~~(the on“Second ~~liquidation,~~Warrant”). ~~dissolution~~The orsecond ~~winding~~warrant ~~up,~~is ~~shares~~only ofexercisable ~~Class~~upon Ban ~~Preferred~~“Event ~~Stock~~of ~~rank~~Default” onas defined ~~parity~~in ~~with~~ the ~~Company's~~ ~~common stock~~Note.

~~NOTE~~Using the fair value calculation, the relative fair value between 9the -debt ~~RELATED~~issued ~~PARTY~~and ~~TRANSACTIONS~~the warrants was calculated to determine the warrants recorded equity amount of $126,066, accounted for in additional paid in capital and debt discount to be amortized over the term of the loan.

~~Mr.~~A ~~Forzani~~summary ~~has~~of ~~advanced~~ the ~~Company~~status ~~funds~~of ~~for general operating expenses,~~ the ~~advances~~Company’s ~~are~~outstanding ~~non-interest~~stock ~~bearing~~options and ~~due~~changes onduring ~~demand. As of March 31, 2023, and June 30, 2022,~~ the ~~Company~~period ~~owes Mr.~~is ~~Forzani~~presented ~~$19,306 and $19,406, respectively.~~below

On July 25, 2022, the Company reissued the 100,000,000 shares of common stock that were previously cancelled by its Mr. Forzani. The cancellation was reported on a Form 8-K filed June 15, 2022 (the “Previous 8-K”). Mr. Forzani temporarily cancelled his shares in order for the Company to complete the financing reported on the Previous 8-K.

Schedule of warrant outstanding
Warrants	Warrants		Weighted Average Exercise Price		Aggregate Intrinsic Value
Warrants outstanding at June 30, 2022		1,950,000	$	0.44		—
Granted		950,000,000	$	0.002		—
Exercised		—	$	—		—
Expired		—	$	—		—
Warrants outstanding at June 30, 2023		951,950,000	$	0.004		—
Granted		—	$	—		—
Exercised		—	$	—		—
Expired		—	$	—		—
Warrants outstanding at September 30, 2023		951,950,000		$0.003		—
Warrants exercisable at September 30, 2023		951,950,000		$0.003	$	—

NOTE 10– STOCK OPTIONS

Schedule of range of exercise prices
Range of Exercise Prices		Number Outstanding September 30, 2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.0015 - 0.50		951,950,000		4.20 years	$	0.003

On August 3, 2021, the Company granted 1,000,000 options to Johnny Forzani, CEO, 250,000 options to Geoff Stanbury, director, and 250,000 options to Tom Forzani, Director. The options were issued pursuant the Company’s 2021 Equity Award Plan. The options are exercisable at $0.05, are immediately vested and expire in two years.14

ANOTE ~~summary~~14 of- ~~the~~SUBSEQUENT ~~status of the Company’s outstanding stock options and changes during the period is presented below:~~ EVENTS

Schedule of stock options outstanding
Stock Options	Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at June 30, 2021		—		$	—		—
Granted		1,500,000		$	0.05		—
Exercised		(500,000	)	$	—		—
Expired		—		$	—		—
Options outstanding at June 30, 2022		1,000,000		$	0.05		—
Granted		—		$	—		—
Exercised		—		$	—		—
Expired		—		$	—		—
Options outstanding at March 31, 2023		1,000,000		$	0.05		—
Options exercisable at March 31, 2023		1,000,000		$	0.05	$	—

In accordance with ASC 855-10 management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it has no material subsequent events to disclose in these unaudited consolidated financial statements other than the following.

Schedule of range of exercise prices
Range of Exercise Prices		Number Outstanding 3/31/2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$	0.05		1,000,000		.66 years	$	0.05

Subsequent to September 30, 2023, Coventry converted $6,175 of accrued interest into 90,000,000 shares of common stock.

~~NOTE 11 – WARRANTS~~15

On September 23, 2022, the Company, closed a Securities Purchase Agreement (the “Purchase Agreement”) with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”), dated as of September 19, 2022, pursuant to which the Company issued Mast Hill a convertible promissory note in the principal amount of $290,000 (the “Note”), a five-year warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “First Warrant”) and a warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “Second Warrant”), which warrants are only exercisable upon an “Event of Default” as defined in the Note.

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $188,675, accounted for in additional paid in capital.

On December 16, 2022, the Company, closed a Securities Purchase Agreement (the “Purchase Agreement”) with Mast Hill, pursuant to which the Company issued Mast Hill a convertible promissory note in the principal amount of $233,000 (the “Note”), a five-year warrant to purchase up to 155,000,000 shares of common stock at a price of $0.0015 per share (the “First Warrant”) and a warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “Second Warrant”), which warrants are only exercisable upon an “Event of Default” as defined in the Note.

Using the fair value calculation, the relative fair value between the debt issued and the warrants was calculated to determine the warrants recorded equity amount of $108,769, accounted for in additional paid in capital.

A summary of the status of the Company’s outstanding stock options and changes during the period is presented below:

Schedule of warrant outstanding
Warrants	Warrants		Weighted Average Exercise Price		Aggregate Intrinsic Value
Warrants outstanding at June 30, 2021		—	$	—		—
Granted		1,950,000	$	0.44		—
Exercised		—	$	—		—
Expired		—	$	—		—
Warrants outstanding at June 30, 2022		1,950,000	$	0.44		—
Granted		455,000,000	$	0.004		—
Exercised			$	—		—
Expired			$	—		—
Warrants outstanding at March 31, 2023		456,950,000		$0. 004		—
Warrants exercisable at March 31, 2023		456,950,000		$0. 004	$	—

Schedule of range of exercise prices
Range of Exercise Prices		Number Outstanding 3/31/2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.0015 - 0.44		201,950,000		4.72 years	$	0.004

NOTE 12 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued and has determined that it has no material subsequent events to disclose in these consolidated financial statements.

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

The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

•

our future operating results;

•

our business prospects;

•

our contractual arrangements and relationships with third parties;

•

the dependence of our future success on the general economy;

•

our possible future financings; and

•

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Cautionary Statement:

Statements included in this Management’s ~~Discussion~~ Discussion and Analysis of Financial Condition and Results of Operations, in future filings by the Company with the Securities and Exchange Commission, in the Company’s press releases and in oral statements made with the approval of an authorized executive officer that are not historical or current facts are “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. These risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended June 30, ~~2022~~2023, as well as other filings the Company makes with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made and are not predictions of actual future results. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

Plan of Operations

The Company has acquired the ownership and rights to certain late developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt. These products are wearable back compression devices, used to relax, warmup, loosen, or relax stiff & sore muscles. The therapeutic application of heat causes a change in temperature of the soft tissues which decreases joint stiffness and relieves inflammation.

We have ~~recently~~also ~~successfully~~acquired ~~completed our first acquisition of~~ “Sustainable Origins” which is an eco-friendly ESG company, that converts used cooking oil to reusable biodiesel. This acquisition is part of our ongoing strategic plan for future revenue and expansion. While our primary focus will always be revolving around the innovation of wearable technology, these projects will take time to market. We want to align ourselves with like-minded Entrepreneurs that will mesh well with our team and collective interest. Having the ability to acquire companies current operations to generate steady revenue streams, will also help aid in financing the production of “WarmUp” and other products we will develop.

Results of Operation for the Three Months ~~Ended~~ ~~March~~Ended 31September 30, 2023 Compared to the ~~Three~~September ~~Months March 31~~30, 2022

Revenues and Cost of Revenue

We earned revenues of $3932,~~954~~233 during the three ~~months~~ months ended ~~March~~September 3130, 2023, compared to $~~nil~~28,983 for the same period in 2022. Our cost of revenue was $~~356~~1,428 during the three months ended ~~March~~September 3130, 2023, compared to $~~nil~~5,440 for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations ~~for~~ for the three months ended ~~March~~September 3130, 2023 and 2022, ~~were~~consisted of general and administrative expenses of $~~337~~15,~~570~~509 and $~~406~~63,~~530~~330, respectively. During Wethe ~~had~~three ~~general~~months ended September 30, 2023, we incurred $nil of advertising and ~~administrative~~marketing expenses ~~(“G&A”)~~compared to $17,102 for the same period in 2022. We also had $8,380 of compensation expense for the three months ended September 30, 2023, compared to $80184,~~134~~796 ~~and~~for the same period in 2022. We incurred $~~223~~8,~~624~~500 in professional fees for the three months ended September 30, ~~respectively~~2023, compared to $82,942 for the same period in 2022. Stock based compensation was $nil for the three months ended September 30, 2023, compared to $188,675 for the same period in 2022.

Compensation Expense

Compensation expense for the three months ended March 31, 2023 and 2022, was $86,938 and $101,176, respectively. We are incurring compensation expense for both officers and newly hired employees.

Professional Fees

Professional fees for the three months ended March 31, 2023 and 2022, was $42,544 and $81,730, respectively. We incur professional fees for legal, audit, accounting and other consulting expense.

Net Loss from Continuing Operations

Our net loss from continuing operations for the ~~three~~ three months ended ~~March~~September 3130, 2023 was $1648,~~079,351compared~~101 compared to $~~999~~838,~~230~~003 for the prior period.

Results of Operation for the Nine Months Ended March 31, 2023 Compared to the Nine Months Ended March 31, 2022

Revenues and Cost of Revenue

We earned revenues of $100,552 during the nine months ended March 31, 2023, compared to $nil for the same period in 2022. Our cost of revenue was $26,556 during the six months ended March 31, 2023, compared to $nil for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the nine months ended March 31, 2023 and 2022, were $1,317,259 and $1,537,968, respectively. We had general and administrative expenses (“G&A”) of $223,718 and $359,221, respectively. G&A expenses for the nine months ended March 31, 2023.

Compensation Expense

Compensation expense for the nine months ended March 31, 2023 and 2022, was $436,942 and $211,456, respectively. We are incurring compensation expense for our officers and newly hired employees.

Professional Fees

Professional fees for the nine months ended March 31, 2023 and 2022, were $201,684 and $112,741, respectively. We incur professional fees for legal, audit, accounting and other consulting expense.

In the current period we also incurred an $423,510 non-cash expense for the issuance of stock options to our officers and directors compared to 854,550 for the prior period.

Net Loss from Continuing Operations

Our net loss from continuing operations for the nine months ended March 31, 2023 was $2,779,446 compared to $2,347,713 for the prior period. Our net loss in the current period largely consists of non-cash stock compensation expense and losses related the issuance of convertible debt and the related valuation of derivatives as discussed above.

Liquidity and Capital Resources

As reflected in the accompanying ~~unaudited condensed consolidated~~ financial statements, the Company has an accumulated deficit of $511,~~842~~599,~~443~~045 at ~~March~~September 3130, 2023, and had a net loss from continuing operations of $21,~~347,713~~524 for three ~~the nine~~ months ended ~~March~~September 3130, 2023.

For the ~~nine~~three months ended ~~March~~September 3130, 2023, we used $~~720,897~~nil of cash in operating activities, compared to using $~~493~~244,~~704~~807 for the ~~nine~~three months ended ~~March~~September 3130, 2022. ~~In the current period we used more cash to pay for professional fees and compensation expense as well has increased expenditures on marketing activities.~~

~~For~~We ~~the nine months ended March 31, 2023, we~~ used $~~128,559~~nil of cash in investing activities, ~~compared~~from continuing tooperations ~~using $55,335~~ for the ~~nine~~three months ended ~~March~~September 3130, ~~2022~~2023 compared to $82,309 in2022.

Net cash received from financing activities for ~~the~~ ~~nine~~the three months ended ~~March~~September 3130, 2023, was $~~566,180~~nil compared to $~~965~~305,~~475~~680 provided by financing activities in the prior period. ~~In the current period we received $846,280 from the issuance of convertible debt.~~

On January 2, 2020, the Company executed a 10% convertible promissory note in which it agreed to borrow up to $300,000. The note is convertible at a price per share equal to the lower of (a) the Fixed Conversion Price (which is fixed at a price equal to $0.30); or (b) 80% of the lowest trading price of the Company’s common stock during the 5 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. As of March 31, 2023 and June 30, 2022, there is $15,524 and $150,000 and $56,677 and $40,250 of principal and interest, due on this loan, respectively.

On November 5, 2017, to fund its working capital requirements the Company obtained a Special Line of Credit (“LOC”) also recognized as a Blanket Secured Promissory Note for the total draw down amount of up to $500,000, from Twiga Capital Partners, LLC (“TCP”), an entity controlled by the Company’s former sole officer and largest stockholder, Shefali Vibhakar. This Note is secured by all of the assets of the Company in accordance with the Security Agreement by and between the Company and the Holder dated as of November 5, 2017. The LOC bears interest at 5% per annum and is due on demand. On January 21, 2022, TCP assigned all of its rights, title and interest in the debt to Front Row Seating Inc. On September 28, 2022, $100,000 of the note was converted into 10,000,000 shares of common stock. As of March 31, 2023 and June 30, 2022, the Company owed $22,729 and $122,729 of principal and $19,512 and $17,399 of accrued interest, respectively.

During the nine months ended March 31, 2023, the Company issued, paid and or converted the following new convertible promissory notes.

Note Holder	Date	Maturity Date	Interest Rate			Balance June 30, 2022			Additions		Conversions			Balance March 31, 2023
Fast Capital LLC (1)	10/26/2021	10/26/2022		10	%	$	30,000		$	—	$	(30,000	)	$	—
ONE44 Capital LLC (3)	1/13/2022	1/13/2023		10	%	$	160,000		$	—	$	(34,300	)	$	125,700
Mast Hill Fund, L.P. (4)	1/20/2022	1/20/2023		12	%	$	350,000		$	—	$	(297,688	)	$	52,312
Sixth Street Lending LLC (5)	2/1/2022	2/1/2023		10	%	$	80,000		$	—	$	(80,000	)	$	—
ONE44 Capital LLC (3)	3/22/2022	3/22/2023		10	%	$	120,000		$	—	$	—		$	120,000
Sixth Street Lending LLC (5)	4/13/2022	4/13/2023		10	%	$	55,000		$	—	$	(55,000	)	$	—
1800 Diagonal Lending LLC (5)	5/23/2022	5/23/2023		10	%	$	55,000		$	—	$	(55,000	)	$	—
Coventry Enterprises, LLC (2)	6/3/2022	6/3/2023		10	%	$	480,000		$	—	$	—		$	480,000
1800 Diagonal Lending LLC (5)	7/26/2022	7/26/2023		10	%	$	—		$	59,250	$	(10,550	)	$	48,700
Mast Hill Fund, L.P. (6)	9/19/2022	9/19/2023		12	%	$	—		$	290,000	$	—		$	290,000
1800 Diagonal Lending LLC (5)	11/11/2022	11/11/2023		10	%	$	—		$	44,250	$	—		$	44,250
Mast Hill Fund, L.P. (7)	12/16/2022	12/16/2022		12	%	$	—		$	233,000	$	(100,000	)	$	133,000
Mast Hill Fund, L.P. (8)	1/13/2023	12/16/2022		12	%	$	—		$	347,060	$	—		$	347,060
				Total		$	1,330,000		$	973,560	$	(662,538	)	$	1,641,022
	Less debt discount					$	(424,889	)						$	(139,017	)
	Convertible notes payable, net					$	905,111							$	1,502,005

Conversion Terms

(1) 61% of the lowest trading price for 15 days, including conversion date.

(2) Convertible only upon an event of default. 90% of the lowest trading price for 10 days prior to conversion date.

(3) 60% of the lowest trading price for 20 days, including conversion date.

(4) Convertible only upon an event of default. Conversion would then be $0.10.

(5) 61% of the lowest trading price for 15 days prior to conversion date.

(6) Convertible at $0.0015

(7) Convertible at $0.0007

(8) Convertible at $0.0003

Total accrued interest on the above convertible notes as of March 31, 2023, is $180,189.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.

1917

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were effective for the quarterly period ended ~~March~~September 3130, 2023.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, 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.

Changes in Internal Controls

Based on that evaluation, our Chief Executive ~~Officer~~ Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended ~~March~~September 3130, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There are not presently any material pending legal proceedings to which the Company is a party or as to which any of our property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

No.	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101. INS	XBRL Instance Document
101.INS	XBRL Instance Document
101. SCH	XBRL Taxonomy Extension Schema Document
101.SCH	XBRL Taxonomy Extension Schema Document
101. CAL	XBRL Taxonomy Calculation Linkbase Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101. DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101. LAB	XBRL Taxonomy Label Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101. PRE	XBRL Taxonomy Presentation Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

2119

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.

	Forza Innovations Inc.
Date: May 22, 2023	/s/ Johnny Forzani
Date: February 12, 2024	/s/ Johnny Forzani
	Johnny Forzani
	President, Chief Financial Officer, Treasurer, Chief Financial Officer, Secretary (Principal Executive, Financial and Accounting Officer)

2220

Filing Compare · Forza Innovations Inc