Forza Innovations Inc - Quarter Report: 2021 December (Form 10-Q)

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 period ended: December 31, 2021 

or

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

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FORZA INNOVATIONS INC.

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406 9th Avenue, Suite 210, San Diego, California 92101

(Address of Principal Executive Offices) (Zip Code)

(702) 205-2064
(Registrant’s telephone number, including area code)

___________________________________

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

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

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, 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.

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 February 18, 2022, the issuer had 296,565,385 shares of its common stock issued and outstanding.

FORZA INNOVATIONS INC.

TABLE OF CONTENTS

 PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORZA INNOVATIONS INC.

INDEX TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

FORZA INNOVATIONS INC.

(formerly Genesys Industries, Inc)

BALANCE SHEETS

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

FORZA INNOVATIONS INC.

(formerly Genesys Industries, Inc)

STATEMENTS OF OPERATIONS

(Unaudited)

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

 FORZA INNOVATIONS INC.

(formerly Genesys Industries, Inc)

STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2021 AND 2020

(Unaudited)

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

FORZA INNOVATIONS INC.

(formerly Genesys Industries, Inc)

STATEMENTS OF CASH FLOWS

(Unaudited)

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

FORZA INNOVATIONS INC.

(formerly Genesys Industries, Inc)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2021

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Forza 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.

On February 5, 2018, the Company formed Genesys Industries, LLC as a wholly owned subsidiary in the state of Missouri.

On January 21, 2021, Shefali Vibhakar, President of the 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.

Further, as part of the Agreement, Ms. Vibhakar agrees to spin out all of the Company’s assets (except for certain machinery valued at $40,000 – which is subject to a separate purchase agreement) as well as all of the Company’s liabilities (except the Company’s note with Tangiers Capital, LLC). The value date of the assets and liabilities will be January 21, 2021.

On 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.

On January 21, 2021, the Company received the resignation of Shefali Vibhakar as the Company’s President, Chief Executive Officer, Treasurer, Chief Financial Officer, Secretary and Director and appointed Johnny Forzani as its President, Chief Executive Officer, Treasurer, Chief Financial Officer and Secretary.

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

On February 17, 2021, the Company filed Articles of Continuance with the Secretary of State for the state of Wyoming. Accordingly, the Company transferred its state of formation from Florida to Wyoming and became a Wyoming entity.

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

As of June 30, 2021, Forza Innovations has moved out of the precision CNC manufacturing and fabrication business and has moved into the health-tech wearable performance business.  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.  

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared by 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 December 31, 2021 and for the related periods presented have been made. The results for the six months ended December 31, 2021 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, 2021, filed with the Securities and Exchange Commission

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Cash equivalents

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 for the six months ended December 31, 2021 or the year ended June 30, 2021.

Property, Plant and Equipment

Property and equipment are carried at the lower of cost or net realizable value. Major betterments that extend the useful lives 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 accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

Fair value of financial instruments

The 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:

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

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

Level 3: Pricing inputs that are generally unobservable inputs and not corroborated by market data.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity of those instruments.  The Company’s notes payable amates the fair value of such instruments as the notes bear interest rates that are consistent with current market rates.

The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2021:

Recently issued 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 its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying unaudited 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 December 31, 2021, the Company has an accumulated deficit of $4,843,213 ($3,069,884 of which is from the FY 2021 loss on the asset acquisition and disposition of assets).

While 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 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.

NOTE 4 – MACHINERY AND EQUIPMENT

Long lived assets, including property 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.

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.

Maintenance and 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.

Property, Plant and equipment stated at cost, less accumulated depreciation for continuing operations consisted of the following:   

Depreciation expense

Depreciation expense for the six months ended December 31, 2021 and 2020 was $13,117 and $0, respectively.

Our capitalized software cost, less accumulated amortization consisted of the following:   

Amortization expense

Amortization expense for the years ended December 31, 2021 and 2020 was $3,000 and $0, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

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. The initial deposit of $125,000 was made on January 15, 2020 and included a $25,000 OID. As required by ASC 470-20-30-6 the Company recognized and measured the embedded beneficial conversion feature at the commitment date of $200,000 which was credited to paid in capital, a $150,000 debt discount and a $75,000 loss on the issuance of convertible debt. As of December 31, 2021, all of the debt discount has been amortized to interest expense. On August 17, 2021, $30,000 of the note was converted into 144,231 shares of common stock per the terms of the agreement. As of December 31, 2021 and June 30, 2021, there is $120,000 and $150,000 and $52,499 and $40,250 of principal and interest, due on this loan, respectively.

During the six months ended December 31, 2021, the Company issued three new convertible promissory notes. They are as follows:

Conversion Terms\

Total accrued interest on the three convertible notes as of December 31, 2021 is $3,210.

A summary of the activity of the derivative liability for the notes above is as follows:

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 December 31, 2021 is as follows:

NOTE 6 - NOTE PAYABLE

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, 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 stock. As of December 31, 2021, the shares have not been issued and are disclosed as common stock to be issued. As of December 31, 2021 and June 30, 2021, the Company owed $22,729 and $122,729 of principal and $19,232 and $17,399 of accrued interest, respectively.

NOTE 7 – COMMON STOCK

On February 19, 2021, the Company filed a Definitive 14C in order to ratify the written consent received from one shareholder, holding 96.1% of our voting power to: (1) to amend the Company’s Articles of Incorporation, as amended (the “Articles”) to change our corporate name from Genesys Industries, Inc. to Forza Innovations Inc. (the “Name Change”); (2) to amend the Articles to increase the number of authorized shares of Class A Common Stock we may issue from 100,000,000 to 700,000,000 (the “Share Increase”); and, (3) to increase the number of the Company's total issued and outstanding shares of Class A Common Stock by conducting a forward stock split at the rate of 10 shares every 1 share currently issued and outstanding (the “Forward Split”).  All shares through these financial statements have been retroactively adjusted to reflect the forward split.

On October 20, 2021, the Company entered into a $3,000,000 equity line financing agreement (the “Investment Agreement”) with Tangiers Global, LLC (“Tangiers”), as well as a registration right agreement related thereto (the “Registration Rights Agreement”). The financing is over a maximum of 36 months. Pursuant to the Registration Rights Agreement, a maximum of 7,000,000 shares of our common stock that we may sell to Tangiers from time to time will be registered by us on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended, for this financing. We are required to use our best efforts to file the Registration Statement within 45 days of the date the Investment Agreement.

Subject to the terms and conditions of the Investment Agreement, from time to time, the Company may, in its sole discretion, deliver a Put Notice to Tangiers which states the number of shares that the Company intends to sell to Tangiers on a closing date. The maximum amount of shares of Common Stock that the Company shall be entitled to put to Tangiers per any applicable Put Notice shall be an amount of shares up to or equal to 100% of the average of the daily trading volume of the Common Stock for the 10 consecutive Trading Days immediately prior to the applicable Put Notice Date (the “Put Amount”). The Put Amount has to be at least $5,000 and cannot exceed $300,000, as calculated by multiplying the Put Amount by the average daily VWAP for the 10 consecutive Trading Days immediately prior to the applicable Put Notice Date. The Purchase Price of the shares of our common stock that we may sell to Tangiers will be 80% of the lowest trading price of the Common Stock during the Pricing Period applicable to the Put Notice.

The Company issued Tangiers 25,000 shares of its Common Stock as a commitment fee. The shares were valued at $0.1373, the closing price on the date of grant for total non-cash expense of $3,431. As of December 31, 2021, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be issued.

During the six months ended December 31, 2021, the Company issued 10,144,231 shares of common stock for conversion of $130,000 of debt.

NOTE 8 – PREFERRED STOCK

Preferred stock includes 25,000,000 shares of authorized at a par value of $0.001. Preferred stock includes 25,000,000 shares of Class B authorized at a par value of $0.001. The Preferred Stock constitutes a convertible stock in which (1) one Preferred Share is convertible into (5) five Common Shares. The Preferred Stockholders are entitled to vote on any matters on which the common stockholders are entitled to vote.

NOTE 9 - RELATED PARTY TRANSACTIONS

On January 21, 2021, the Company entered into an acquisition agreement with Mr. Forzani to acquire all of the ownership and the rights to certain late developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt in exchange for the issuance of 10,000,000 common shares. The shares were valued at $0.28, the closing stock price on the date of the agreement, for a total value of $2,800,000. The assets were valued at cost of $95,135, resulting in a loss on asset acquisition of $2,704,865. As a result of this acquisition, the Company is moving out of the precision CNC manufacturing and fabrication business and moving into the health-tech wearable performance business.

During the year ended June 30, 2021, Mr. Forzani advanced the Company $54,833, for general operating expenses, the advance is non-interest bearing and due on demand. During the six months ended December 31, 2021, Mr. Forzani advanced the Company an additional $27,088 and was repaid $28,106, for a total due as of December 31, 2021 of $53,816.

On August 23, 2021, Mr. Forzani exercised 400,000 of his options for $20,000.

On October 26, 2021, Geoff Stanbury exercised 100,000 of his options for $4,043.

NOTE 10– STOCK OPTIONS

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.

The aggregate fair value of the 1,500,000 options, totaled $854,550 based on the Black Scholes Merton pricing model using the following estimates: exercise price of $0.05, 0.17% risk free rate, 704.9% volatility and expected life of the options of 2 years.

A summary of the status of the Company’s outstanding stock options and changes during the six months ended December 31, 2021 is presented below:

NOTE 11 – DISCONTINUED OPERATIONS

On January 21, 2021, Shefali Vibhakar, President of the Company closed a Share Purchase Agreement (the “Agreement”) that she entered into with Johnny Forzani to sell all of her 17,000,000 common shares and 10,000,000 preferred shares to Johnny Forzani for cash consideration of $177,000.

Further, as part of the Agreement, Ms. Vibhakar agrees to spin out all of the Company’s assets (except for certain machinery valued at $40,000 – which is subject to a separate purchase agreement) as well as all of the Company’s liabilities (except the Company’s note with Tangiers Capital, LLC and Twiga Capital). The value date of the assets and liabilities will be January 21, 2021.

In accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities of the discontinued operations in the consolidated balance sheets. The income and expenses have been reflected as discontinued operations in the consolidated Statements of Operations for the three and six months ended December 31, 2020, and consist of the following:

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 unaudited financial statements other than the following.

Coventry Enterprises

On January 11, 2021, the Company entered into a securities purchase agreement with Coventry Enterprises, LLC (“Coventry”), pursuant to which Coventry Enterprises purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal amount of $180,000 of which $30,000 was retained by Coventry through an Original Issue Discount for due diligence and origination related to this transaction.

The Note carries “Guaranteed Interest” on the principal amount at the rate of 10% per annum for the twelve-month term of the Note for an aggregate Guaranteed Interest $18,000. The Principal Amount and the Guaranteed Interest shall be due and payable in seven equal monthly payments of $28,285.71 commencing on June 5, 2022 and continuing on the 5th day of each month thereafter until paid in full not later than January 5, 2023 (the “Maturity Date”).

Upon an Event of Default or if the Company has an effective Regulation A Offering Statement, the Note shall become convertible, in whole or in part, into shares of Common Stock at the option of the Holder. The conversion price of the Note is 90% of the lowest per-share Trading Price per share for the 10 Trading Days preceding a Conversion Date.

The Company is also required to issue Coventry 200,000 shares of its Common Stock as well as 900,000 cashless warrants with an exercise price of $0.175.

ONE44 Capital LLC

On January 19, 2021, the Company entered into a securities purchase agreement with ONE44 Capital LLC (“ONE44”), pursuant to which ONE44 purchased a convertible promissory note (the “Note”) from the Company in the aggregate principal amount of $160,000, such principal and the interest thereon convertible into shares of the Company’s common stock at the option of ONE44. The Note contains an original issue discount amount of $8,000 and legal fees payable to ONE44’s legal counsel of $8,000.

The maturity date of the Note is January 13, 2023 (the “Maturity Date”). The Note shall bear interest at a rate of 10% per annum, ONE44 has the option to convert all or any amount of the principal face amount of the Note, after the sixth month anniversary of the Note. The conversion price for the Note is 60% multiplied by the lowest trading price of the Company’s common stock as reported on the OTC Markets.

Mast Hill Fund, L.P

On January 25, 2022, the Company, entered into a Securities Purchase Agreement with Mast Hill Fund, L.P., (“Mast Hill”), dated as of January 20, 2022, pursuant to which the Company issued Mast Hill a convertible promissory note in the principal amount of $350,000, a five-year warrant to purchase up to 700,000 shares of common stock at a price of $0.50 per share, a five-year warrant to purchase up to 350,000 shares of common stock at a price of $1.00 per share, an Equity Purchase Agreement, wherein Mast Hill agreed to commit to buying up to $5,000,000 worth of the Company’s common stock at a price equal to 90% of the volume weighted average price of the Company’s Common Stock and a Registration Rights Agreement, wherein the Company agreed to registered the shares issuable pursuant to the Equity Agreement.

Sixth Street Lending LLC

On February 1, 2022, the Company, entered into a Convertible Promissory Note with Sixth Street Lending LLC., (“Sixth Street”) pursuant to which Sixth Street purchased a 10% unsecured promissory Note (the “Note”) from the Company in the principal amount of $80,000 of which $3,750 was retained by Sixth Street through an Original Issue Discount for due diligence and origination related to this transaction. The conversion price for the Note is 61% multiplied by the lowest trading price of the Company’s common stock as reported on the OTC Markets for the fifteen days prior to conversion.

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:

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 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, 2020, 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.  

Results of Operation for the Three Months Ended December 31, 2021 Compared to the the Three Months December 31, 2020

Revenues and Cost of Revenue

Due to the termination of our CNC manufacturing and fabrication business, we did not have any revenue or cost of revenue from continuing operations for the three months ended December 31, 2021 and 2020.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the three months ended December 31, 2021 and 2020, consisted of general and administrative expenses (“G&A”) of $68,248 and $7,900, respectively. G&A expenses consisted primarily of marketing and consulting fees. During the three months ended December 31, 2021, we incurred approximately $73,900 of marketing fees and $15,700 for consulting expense. We also had $8,090 of depreciation and amortization. Our total G&A expense for the three months ended December 31, 2021 was decreased by a credit memo for audit fees of $41,665. We had no operating expenses from continuing operations in the prior period.

Officer Compensation

Officer Compensation for the six months ended December 31, 2021 and 2020, was $110,280 and $0, respectively, During the current period we made payments of $30,280 to our officers. We also accrued $80,000 for services provided by our CEO.

Other Income from Continuing Operations

During the three months ended December 31, 2021, we recognized total other expense of $208,693 compared to $12,473 for the prior period. During the three months ended December 31, 2021, we incurred a $298,710 loss on the issuance of convertible debt and $32,095 of debt discount amortization expense. This was offset by a gain of $131,052 from the change in the fair value of our derivatives related to the new convertible notes. We also incurred $8,940 of interest expense. For the three months ended December 31, 2020, we incurred $12,473 of interest expense.

Net Loss from Continuing Operations

Our net loss from continuing operations for the three months ended December 31, 2021 was $387,221 compared to $20,373 for the prior period.

Results of Operation for the Six Months Ended December 31, 2021 Compared to the Six Months Ended December 31, 2020

Revenues and Cost of Revenue

Due to the termination of our CNC manufacturing and fabrication business, we did not have any revenue or cost of revenue from continuing operations for the six months ended December 31, 2021 and 2020.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the six months ended December 31, 2021 and 2020, consisted of G&A expenses of $166,608 and $7,900, respectively. G&A expenses consisted primarily of accounting, audit and marketing fees. During the six months ended December 31, 2021, we incurred $21,247 of audit fees, $6,422 for accounting and $63,900 for marketing expense. We also had $16,117 of depreciation and amortization and $15,700 of consulting expense. Our total G&A expense for the six months ended December 31, 2021 was decreased by a credit memo for audit fees of $41,665. We had no operating expenses from continuing operations in the prior period.

Officer Compensation

Officer Compensation for the six months ended December 31, 2021 and 2020, was $110,280 and $0, respectively, During the current period we made payments of $30,280 to our officers. We also accrued $80,000 for services provided by our CEO.

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

Other Income from Continuing Operations

During the six months ended December 31, 2021, we recognized total other expense of $217,045 compared to $26,503 for the prior period. During the six months ended December 31, 2021, we incurred a $298,710 loss on the issuance of convertible debt and $32,095 of debt discount amortization expense. This was offset by a gain of $131,052 from the change in the fair value of our derivatives related to the new convertible notes. We also incurred $17,292 of interest expense. For the six months ended December 31, 2020, we incurred $14,003 of interest expense and $12,500 of debt discount amortization.

Net Loss from Continuing Operations

Our net loss from continuing operations for the six months ended December 31, 2021 was $1,348,483 compared to $34,403 for the prior period.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $4,843,213 at December 31, 2021, and had a net loss from continuing operations of $1,348,483 for the six months ended December 31, 2021.

For the six months ended December 31, 2021, we used $175,240 of cash in operating activities, compared to receiving $75,146 for the six months ended December 31, 2020.

We neither received or used any cash in investing activities from continuing operations for the six months ended December 31, 2021 or 2020.

Net cash received from financing activities for the six months ended December 31, 2021 was $184,525 compared to $0 provided by financing activities in the prior period. In the current period we received $161,500 from the issuance of convertible debt and $24,043 from the exercise of stock options. We also received $27,088 from our CEO, with $28,106 repaid.

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. The initial deposit of $125,000 was made on January 15, 2020 and included a $25,000 OID. As required by ASC 470-20-30-6 the Company recognized and measured the embedded beneficial conversion feature at the commitment date of $200,000 which was credited to paid in capital, a $150,000 debt discount and a $75,000 loss on the issuance of convertible debt. As of December 31, 2021, all of the debt discount has been amortized to interest expense. On August 17, 2021, $30,000 of the note was converted into 144,231 shares of common stock per the terms of the agreement. As of December 31, 2021, there is $120,000 and $52,499 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, 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 stock. As of December 31, 2021, the shares have not been issued and are disclosed as common stock to be issued. As of December 31, 2021, the Company owed $22,729 of principal and $19,232 of accrued interest.

During the six months ended December 31, 2021, the Company issued three new convertible promissory notes. They are as follows:

Conversion Terms

Total accrued interest on the three convertible notes as of December 31, 2021 is $3,210.

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.

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 December 31, 2021.

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 and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended December 31, 2021, 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

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.