Quarterly Report for Quarter Ending December 31, 2023 (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, 2023

or

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

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, California92101
(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.

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, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

Large Accelerated Filer		☐		Accelerated Filer		☐
Non-accelerated Filer		☒		Smaller Reporting Company		☒
				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 April 25, 2024, the issuer had 2,521,830,499shares of its common stock issued and outstanding.

FORZA INNOVATIONS INC.

TABLE OF CONTENTS

PART I
Item 1.	Condensed Unaudited 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

December 31, 2023

Consolidated Balance Sheets as of December 31, 2023 (Unaudited) and June 30, 2023 (Audited)	4
Consolidated Statements of Operations for the three and six months ended December 31, 2023 and 2022 (Unaudited)	5
Consolidated Statements of Stockholders' Equity (Deficit) for the three and six months ended December 31, 2023 and 2022 (Unaudited)	6
Consolidated Statements of Cash Flows for the six months ended December 31, 2023 and 2022 (Unaudited)	7
Notes to the Consolidated Financial Statements (Unaudited)	8

FORZA INNOVATIONS INC.

CONSOLIDATED BALANCE SHEETS

			December 31, 2023				June 30, 2023
			(Unaudited)
ASSETS
Current assets:
Cash		$	1,214			$	-
Total current assets			1,214				-
Machinery and equipment, net			72,186				91,404
Deposit			-				-
Total long term assets			72,186				91,404
Total Assets		$	73,400			$	91,404
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities		$	110,374			$	110,792
Accrued interest			358,681				284,092
Convertible notes payable, net of discount of $26,452and $256,653, respectively			2,027,715				1,787,069
Derivative liability			1,792,058				2,475,446
Loan payable			22,729				22,729
Due to related party			19,306				19,306
Total current liabilities			4,330,863				4,699,434
Total liabilities			4,330,863				4,699,434
Commitments and contingencies
Stockholders' equity (deficit):
Class B Preferred stock, $0.001par value, 25,000,000shares authorized, 10,000,000issued and outstanding			10,000				10,000
Common stock, $0.001par value, 100,000,000,000shares authorized; 1,890,550,715and 1,421,744,158shares issued and outstanding, respectively			1,890,551				1,421,744
Common stock to be issued			26,531				26,531
Additional paid-in capital			4,535,744				4,884,639
Accumulated deficit			(10,720,289	)			(10,950,944	)
Total stockholders' deficit			(4,257,463	)			(4,608,030	)
Total Liabilities and Stockholders' Deficit		$	73,400			$	91,404

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

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		For the Three months Ended December 31,		For the Six Months Ended December 31,
		2023		2022		2023		2022
Revenue		$	7,756			$	31,615			$	39,989			$	60,598
Cost of revenue			14				20,760				1,442				26,200
Gross margin			7,742				10,855				38,547				34,398
Operating Expenses:
General & administrative expenses			13,558				80,254				29,067				143,584
Advertising and marketing			-				12,415				-				29,517
Compensation expense			6,860				165,208				15,180				350,004
Professional fees			4,659				76,198				13,159				159,140
Stock based compensation			-				108,769				-				297,444
Total operating expenses			25,077				442,844				57,406				979,689
Loss from operations			(17,335	)			(431,989	)			(18,859	)			(945,291	)
Other income (expense):
Interest expense			(65,853	)			(21,244	)			(126,812	)			(80,389	)
Loss on issuance of convertible debt			(6,137	)			(46,750	)			(6,137	)			(85,083	)
Loss on conversion of debt			(10,800	)			(155,441	)			(44,106	)			(176,281	)
Change in fair value of derivatives			1,080,596				5,161				676,231				(578	)
Gain on conversion of debt			-				-				4,507				-
Loss on disposal of assets			(13,968	)			-				(13,968	)			-
Debt discount amortization			(87,747	)			(199,679	)			(240,201	)			(400,323	)
Early payment penalty			-				(12,150	)			-				(12,150	)
Total other income (expense)			896,091				(430,103	)			249,514				(754,804	)
Income (loss) before income taxes			878,756				(862,092	)			230,655				(1,700,095	)
Provision for income taxes			-				-				-				-
Net Income (Loss)		$	878,756			$	(862,092	)		$	230,655			$	(1,700,095	)
Net income (loss) per common share, basic & diluted		$	0.00			$	(0.00	)		$	0.00			$	(0.01	)
Weighted common shares outstanding, basic			1,812,295,162				533,855,996				1,651,851,927				425,035,657
Weighted common shares outstanding, diluted			10,424,245,162				533,855,996				10,263,801,927				425,035,657

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

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE AND SIX MONTHS ENDED DECEMBER 31, 2023 AND 2022

(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	)
Shares issued for conversion of debt			90,000,000				90,000				-				-				(63,000	)			-				-				27,000
Net income			-				-				-				-				-				-				878,756				878,756
Balance, December 31, 2023			1,890,550,715			$	1,890,551				10,000,000			$	10,000			$	4,535,744			$	26,531			$	(10,720,289	)		$	(4,257,463	)
		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	)

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

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		For the Six Months Ended December 31,
		2023			2022
Cash flows from operating activities:
Net Income (Loss)	$	230,655		$	(1,700,095)
Adjustments to reconcile net income (loss) to net cash used by operating activities:
Depreciation and amortization		5,250			32,322
Debt discount amortization		240,201			400,323
Loss on issuance of convertible debt		-			85,083
Change in fair value of derivatives		(676,231)			578
Loss on conversion of debt		44,106			176,281
Gain on conversion of debt		(4,507)			-
Loss on issuance of convertible debt		6,137			-
Loss on disposal of assets		13,968			-
Fair value of warrants granted with debt issuance		-			297,444
Changes in operating assets and liabilities:
Prepaids		-			5,130
Accounts payable and accrued liabilities		(418)			67,573
Accrued interest		126,813			75,839
Net cash used by operating activities		(14,026)			(559,522)
Cash flows from investing activities:
Purchase of property and equipment		-			(82,305)
Loans receivable		-			(18,750)
Net cash used by investing activities		-			(101,055)
Cash flows from financing activities:
Repayment of related party loans		-			(100)
Proceeds from convertible debt		15,240			446,280
Repayment of convertible debt		-			(30,000)
Net cash provided by financing activities		15,240			416,180
Net change in cash		1,214			(244,397)
Cash, beginning of period		-			295,914
Cash, end of period	$	1,214		$	51,517
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-
Supplemental non-cash disclosure:
Common stock issued for conversion of principal and interest	$	57,019		$	381,717

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

FORZA INNOVATIONS INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023

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 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.

On March 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 600,000shares of the Company's common stock and a cash payment of $17,000and 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 December 31, 2023, the shares have not yet been issued to Sustainable.

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, 2023 and for the related periods presented have been made. The results for the sixmonths ended December 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, 2023, 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 as of December 31, 2023 and June30, 2023.

Principles of Consolidation

The accompanying consolidated financial statements for the three and six months ended December 31, 2023 and 2022, include the accounts of the Company and its wholly owned subsidiary, Sustainable Origins. All material inter-company transactions have been eliminated in consolidation.

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.

Derivative Financial Instruments

The Company 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 at each reporting date, 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.

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, 2023 and June 30, 2023:

Schedule of fair value hierarchy
December 31, 2023
Description		Level 1		Level 2		Level 3
Derivative			$	-			$	-			$	1,792,058
Total			$	-			$	-			$	1,792,058
June 30, 2023
Derivative			$	-			$	-			$	2,475,446
Total			$	-			$	-			$	2,475,446

Revenue Recognition

The Company recognizes revenue under ASC 606, "Revenue from Contracts with Customers" ("ASC 606"). The Company determines revenue recognition through the following steps:

•	Identification of a contract with a customer;

•	Identification of the performance obligations in the contract;

•	Determination of the transaction price;

•	Allocation of the transaction price to the performance obligations in the contract; and

•	Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Shipping and handling activities associated with outbound freight after control over a product has transferred to a customer are accounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the customer. As a practical expedient, the Company does not adjust the transaction price for the effects of a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services is expected to be one year or less.

Basic and Diluted Loss Per Share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2023, there are warrants to purchase up to 951,950,000shares of common stock, options to purchase up to 1,000,000shares of common stock and approximately 7,659,000,000(7.659 Bil) dilutive shares of common stock from convertible notes payable. As of December 31, 2022, there are warrants to purchase up to 456,950,000shares of common stock, options to purchase up to 1,000,000shares of common stock and approximately 1,549,000,000dilutive shares of common stock from convertible notes payable. As of December 31, 2022, the Company's diluted loss per share is the same as the basic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the Company generating a loss.

Recent Accounting Pronouncements

The Company has implemented all new applicable 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 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 December 31, 2023, the Company has limited revenue and an accumulated deficit of $10,720,289.

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.

NOTE 4 - LOANS RECEIVABLE

On October 4, 2022, the Company entered into a Secured Loan Agreement with Team Moving Forward Recovery Group LLC ("Team"), whereby the Company loaned $15,000to 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.

On January 23, 2023, the Company entered into a Secured Loan Agreement with Denver Dumpster LLC ("Denver"), whereby the Company had loaned $31,250to Denver. The loan was to be repaid by April 30, 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.

NOTE 5 - MACHINERY AND EQUIPMENT

Long lived assets, including property and equipment 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 are first recorded at cost. Depreciation 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.

During the six months ended December 31, 2023, the Company wrote of certain property and equipment no longer in use, resulting in a loss on disposal of $13,968.

Property and equipment stated at cost, less accumulated depreciation consisted of the following:

Property, Plant & Equipment
		December 31, 2023		June 30, 2023
Machinery and Equipment		$	66,838			$	88,387
Office Equipment			3,097				3,097
Vehicles			38,122				38,122
Less: accumulated depreciation			(35,871	)			(38,202	)
Property and equipment, net		$	72,186			$	91,404

Depreciation expense

Depreciation expense for the six months ended December 31, 2023 and 2022 was $ 5,250and $32,322, respectively.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

During the period ended December 31, 2023, the Company issued, paid and or converted the following new convertible promissory notes.

Schedule of convertible promissory notes
Note Holder		Date		Maturity Date		Interest Rate		Balance June 30, 2023		Additions		Conversions		Balance December 31, 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			$	5,240			$	-		$	138,240
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
1800 Diagonal Lending LLC (9)		11/16/2023		11/1/2024			10	%		$	-			$	10,000			$	-			$	10,000
		Total			$	2,043,722			$	15,240			$	(4,795	)		$	2,054,167
		Less debt discount						$	(256,653	)										$	(26,452	)
		Convertible notes payable, net						$	1,787,069								-			$	2,027,715

Conversion Terms

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

(2)	60% of the lowest trading price for 20 days, including conversion date.

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

(4)	61% of the lowest trading price for 15 days prior to conversion date.

(5)	Convertible at $0.0015

(6)	Convertible at $0.0007

(7)	Convertible at $0.0003

(8)	Monthly payments of $9,428.57. Convertible only upon an event of default. Conversion would then be 90% of the lowest trade during the 30 days prior to conversion.
	(9)	61% of the lowest trading price for 10 days prior to conversion date.

Total accrued interest on the above convertible notes as of December 31, 2023 and June 30, 2023, is $337,170and $263,154, respectively.

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

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 conversions			(376,682	)
Derivative loss due to mark to market adjustment			1,383,120
Balance at June 30, 2023		$	2,475,446
Increase to derivative due to new issuances			16,137
Decrease to derivative due to conversions			(23,294	)
Derivative loss due to mark to market adjustment			(676,231	)
Balance at December 31, 2023		$	1,792,058

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, 2023, is as follows:

Schedule of fair value hierarchy
Inputs		December 31, 2023		Initial Valuation
Stock price		$	0.0003				$0.0014- 0.0086
Conversion price		$	0.0001- 0.00018				$0.0006- 0.0049
Volatility (annual)			451.57% - 200.10%				210.52% - 237.49%
Risk-free rate			4.79% - 5.54%				2.51% - 4.59%
Dividend rate			-				-
Years to maturity			.25- .88				1

NOTE 7 - 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, $100,000of the note was converted into 10,000,000shares of common stock. As of December 31, 2023 and June 30, 2023, the Company owed $22,729and $22,729of principal and $21,512and $20,940of accrued interest, respectively.

NOTE 8 - COMMON STOCK

During Q1 FY 2024, Mast Hill converted $36,024of accrued interest into 300,200,000shares of common stock.

During Q1 FY 2024, 1800 Diagonal converted $4,795of principal into 78,600,000shares of common stock.

During Q2 FY 2024, Coventry converted $16,200of accrued interest into 90,000,000shares of common stock.

NOTE 9 - PREFERRED STOCK

On September 7, 2022, the Company filed with the Secretary of State of the State of Wyoming, an Articles of Amendment (the "Amendment") designating the terms, preferences and rights of the 25,000,000shares 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.

NOTE 10 - RELATED PARTY TRANSACTIONS

Mr. Forzani has advanced the Company funds for general operating expenses, the advances are non-interest bearing and due on demand. As of December 31, 2023 and June 30, 2023, the Company owes Mr. Forzani $19,306and $19,306, respectively.

NOTE 11- STOCK OPTIONS

On August 3, 2021, the Company granted 1,000,000options to Johnny Forzani, CEO, 250,000options to Geoff Stanbury, director, and 250,000options 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.

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

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 December 31, 2023			-			$	-				-
Options exercisable at December 31, 2023			-			$	-			$	-

NOTE 12 - WARRANTS

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 100,000,000shares of common stock at a price of $0.003per share (the "First Warrant") and a warrant to purchase up to 100,000,000shares of common stock at a price of $0.003per share (the "Second Warrant"). The second warrant is 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 and debt discount to be amortized over the term of the loan.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 155,000,000shares of common stock at a price of $0.0015per share (the "First Warrant") and a warrant to purchase up to 100,000,000shares of common stock at a price of $0.003per share (the "Second Warrant"). The second warrant isonly 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 and debt discount to be amortized over the term of the loan.

On January 13, 2023, 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 $347,000(the "Note"), a five-year warrant to purchase up to 347,000,000shares of common stock at a price of $0.001per share (the "First Warrant") and a warrant to purchase up to 148,000,000shares of common stock at a price of $0.003per share (the "Second Warrant"). The second warrant is 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 $126,066, accounted for in additional paid in capital and debt discount to be amortized over the term of the loan.

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, 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 December 31, 2023			951,950,000				$0.003				-
Warrants exercisable at December 31, 2023			951,950,000				$0.003			$	-

Schedule of range of exercise prices
Range of Exercise Prices		Number Outstanding December 31, 2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
	$0.0015- 0.50				951,950,000				3.95years			$	0.003

NOTE 13 - SUBSEQUENT EVENTS

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.

Subsequent to December 31, 2023, Mast Hill loaned the Company $5,760. The amount is to be applied to the Convertible Promissory note dated December 16, 2022.

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 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, 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 successfully 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 December 31, 2023 Compared to the Three Months December 31, 2022

Revenues and Cost of Revenue

We earned revenues of $7,756 during the three months ended December 31, 2023, compared to $31,615 for the same period in 2022. Our cost of revenue was $14 during the three months ended December 31, 2023, compared to $20,760l for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the three months ended December 31, 2023 and 2022, consisted of general and administrative expenses of $13,558 and $80,254, respectively. During the three months ended December 31, 2023, we incurred $nil of advertising and marketing expenses compared to $12,415 for the same period in 2022. We also had $6,860 of compensation expense for the three months ended December 31, 2023, compared to $165,208 for the same period in 2022. We incurred $4,659 in professional fees for the three months ended December 31, 2023, compared to $76,198 for the same period in 2022. Stock based compensation was $nil for the three months ended December 31, 2023, compared to $108,769 in 2022.

Net Loss from Continuing Operations

Our net loss from continuing operations for the three months ended December 31, 2023 was $17,335 compared to $431,989 for the prior period.

Results of Operation for the Six Months Ended December 31, 2023 Compared to the Six Months Ended December 31, 2022

Revenues and Cost of Revenue

We earned revenues of $39,989 during the six months ended December 31, 2023, compared to $60,598 for the same period in 2022. Our cost of revenue was $1,442 during the six months ended December 31, 2023, compared to $26,200 for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the six months ended December 31, 2023 and 2022, consisted of general and administrative expenses of $29,067 and $143,584, respectively. During the six months ended December 31, 2023, we incurred $nil of advertising and marketing expenses compared to $29,517 for the same period in 2022. We also had $15,180 of compensation expense for the six months ended December 31, 2023, compared to $350,004 for the same period in 2022. We incurred $13,159 in professional fees for the six months ended December 31, 2023, compared to $159,140 for the same period in 2022. Stock based compensation was $nil for the six months ended December 31, 2023, compared to $297,444 in 2022.

Net Loss from Continuing Operations

Our net loss from continuing operations for the six months ended December 31, 2023 was $18,859 compared to $945,291 for the prior period.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $10,720,289 at December 31, 2023, and had a net gain from continuing operations of $230,655 for the six months ended December 31, 2023.

For the six months ended December 31, 2023, we used $14,026 of cash in operating activities, compared to $559,522 for the six months ended December 31, 2022.

We used net cash of $nil in investing activities for the six months ended December 31, 2023 compared to $101,055 in 2022.

Net cash received from financing activities for the six months ended December 31, 2023 was $15,240 compared to $416,180 provided by financing activities in the prior period. In the current period we received $446,280 from the issuance of convertible debt.

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, 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 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, 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.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Forza Innovations Inc.
Date: April 29, 2024	/s/ Johnny Forzani
	Johnny Forzani
	President, Chief Financial Officer, Treasurer, Chief Financial Officer, Secretary (Principal Executive, Financial and Accounting Officer)

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