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 March 31, 2023

☐ 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, California 92101

(Address of Principal Executive Offices) (Zip Code)

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

___________________________________

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐ 

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

Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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 May 19, 2023, the issuer had 1,364,972,026 shares of its common stock issued and outstanding.

1

FORZA INNOVATIONS INC.

TABLE OF CONTENTS

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

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORZA INNOVATIONS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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

3

FORZA INNOVATIONS INC.

CONSOLIDATED BALANCE SHEETS

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

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

4

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

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

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

5

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2023

(Unaudited)

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

6

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2022

(Unaudited)

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

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

7

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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

8

FORZA INNOVATIONS INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

March 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 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.  

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

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 March 31, 2023 and for the related periods presented have been made. The results for the nine months ended March 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission.

9

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 March 31, 2023 and June 30, 2022.

Principles of Consolidation

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

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the period ended March 31, 2023.

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.

10

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 March 31, 2023 and June 30, 2022:

March 31, 2023

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

June 30, 2022

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

Basic and Diluted Loss Per Share

Under ASC 260 “Earnings Per Share,” the Company presents basic and diluted earnings (loss) per-share (“EPS”) amounts on the face of the statements of operations. Basic EPS computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially diluted amounts from preferred stock are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

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 March 31, 2023, the Company has limited revenue and an accumulated deficit of $8,974,684 ($3,069,884 of which is from the FY 2021 loss on the asset acquisition and disposition of assets).

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 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 – 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.

11

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

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

Depreciation expense

Depreciation expense for the nine months ended March 31, 2023 and 2022 was $50,561 and $24,208, respectively.

NOTE 5 – CONVERTIBLE NOTES PAYABLE

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

Conversion Terms

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

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

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

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

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

(6) Convertible at $0.0015.

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

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

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

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

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

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

NOTE 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 March 31, 2023 and June 30, 2022, the Company owed $22,729 and $22,729 of principal and $20,654 and $19,796 of accrued interest, respectively.

NOTE 7 – COMMON STOCK

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

During the first quarter, One44 Capital LLC converted $15,000 and $744 of principal and interest, respectively, into 5,247,947 shares of common stock.

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

During the first quarter, Mast Hill Fund, L.P converted $2,040 and $42,200 of principal and interest, respectively, into 23,400,000 shares of common stock. The Company recognized a loss on conversion of debt of $20,840.

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

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

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

During the third quarter, Mast Hill Fund, L.P converted $24,041 and $3,937 of principal and interest, respectively, into 182,700,000 shares of common stock. The Company recognized a loss on conversion of debt of $32,719. 

During the third quarter, One44 Capital LLC converted $19,300 and $2,193 of principal and interest, respectively, into 179,112,333 shares of common stock.

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NOTE 8 – 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 25,000,000 shares of the Company's previously authorized Class B Preferred Stock. Each share of Class B Preferred Stock entitles the holder thereof to ten thousand votes per share on all matters to be voted on by the holders of the Company’s common stock and is convertible into shares of the Company's common stock at the same rate. With respect to rights on liquidation, dissolution or winding up, shares of Class B Preferred Stock rank on parity with the Company's common stock.

NOTE 9 - 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 March 31, 2023, and June 30, 2022, the Company owes Mr. Forzani $19,306 and $19,406, respectively.

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

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.

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, 2021		—		$	—		—
Granted		1,500,000		$	0.05		—
Exercised		(500,000	)	$	—		—
Expired		—		$	—		—
Options outstanding at June 30, 2022		1,000,000		$	0.05		—
Granted		—		$	—		—
Exercised		—		$	—		—
Expired		—		$	—		—
Options outstanding at March 31, 2023		1,000,000		$	0.05		—
Options exercisable at March 31, 2023		1,000,000		$	0.05	$	—

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

NOTE 11 – 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 100,000,000 shares of common stock at a price of $0.003 per share (the “First Warrant”) and a warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “Second Warrant”), which warrants are only exercisable upon an “Event of Default” as defined in the Note.

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

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

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

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

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

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

NOTE 12 - SUBSEQUENT EVENTS

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

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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.

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

Revenues and Cost of Revenue

We earned revenues of $39,954 during the three months ended March 31, 2023, compared to $nil for the same period in 2022. Our cost of revenue was $356 during the three months ended March 31, 2023, compared to $nil for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the three months ended March 31, 2023 and 2022, were $337,570 and $406,530, respectively. We had general and administrative expenses (“G&A”) of $80,134 and $223,624, respectively.

Compensation Expense

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

Professional Fees

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

Net Loss from Continuing Operations

Our net loss from continuing operations for the three months ended March 31, 2023 was $1,079,351compared to $999,230 for the prior period.

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

Revenues and Cost of Revenue

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

Operating Expenses from Continuing Operations

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

Compensation Expense

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

Professional Fees

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

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

17

Net Loss from Continuing Operations

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

Liquidity and Capital Resources

As reflected in the accompanying unaudited condensed consolidated financial statements, the Company has an accumulated deficit of $5,842,443 at March 31, 2023, and a net loss from continuing operations of $2,347,713 for the nine months ended March 31, 2023.

For the nine months ended March 31, 2023, we used $720,897 of cash in operating activities, compared to using $493,704 for the nine months ended March 31, 2022. In the current period we used more cash to pay for professional fees and compensation expense as well has increased expenditures on marketing activities.

For the nine months ended March 31, 2023, we used $128,559 of cash in investing activities, compared to using $55,335 for the nine months ended March 31, 2022.

Net cash received from financing activities for the nine months ended March 31, 2023, was $566,180 compared to $965,475 provided by financing activities in the prior period. In the current period we received $846,280 from the issuance of convertible debt.

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

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

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

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

Conversion Terms

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

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

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

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

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

(6) Convertible at $0.0015

(7) Convertible at $0.0007

(8) Convertible at $0.0003

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

Critical Accounting Estimates and Policies

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

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

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

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Off-Balance Sheet Arrangements 

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

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were effective for the quarterly period ended March 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 March 31, 2023, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

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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

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SIGNATURES

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

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

22

EX-31.1

CERTIFICATIONS

I, Johnny Forzani, certify that;

(1)	I have reviewed this Quarterly Report on Form 10-Q of Forza Innovations Inc.;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
(4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

(5) I have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 22, 2023

	/s/ Johnny Forzani
By:	Johnny Forzani
Title:	Chief Executive Officer and
	Chief Financial Officer

EX-32.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Johnny Forzani, the Chief Executive Officer and Chief Financial Officer of Forza Innovations Inc. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Quarterly Report on Form 10-Q of the Company, for the fiscal quarter ended March 31, 2023, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Johnny Forzani
Name:	Johnny Forzani
Title:	Chief Executive Officer and
	Chief Financial Officer
Date:	May 22, 2023

XML

Cover - shares	9 Months Ended
	Mar. 31, 2023	May 19, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--06-30
Entity File Number	000-56131
Entity Registrant Name	FORZA INNOVATIONS INC.
Entity Central Index Key	0001683131
Entity Tax Identification Number	30-0852686
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	406 9th Avenue
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92101
City Area Code	619
Local Phone Number	324-7388
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,364,972,026

XML

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

XML

CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Debt Instrument, Unamortized Discount, Current	$ 199,787	$ 424,889
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		10,000,000,000
Common Stock, Shares, Outstanding	1,229,887,991	220,009,575
Series B Preferred Stock [Member]
Preferred Stock, Par or Stated Value Per Share		$ 0.001
Preferred Stock, Shares Authorized		25,000,000
Preferred Stock, Shares Outstanding		10,000,000

XML

Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Revenue	$ 39,954		$ 100,552
Cost of revenue	356		26,556
Gross margin	39,598		73,996
Operating Expenses:
General & administrative expenses	80,134	223,624	223,718	359,221
Advertising and marketing	1,888		31,405
Compensation expense	86,938	101,176	436,942	211,456
Professional fees	42,544	81,730	201,684	112,741
Stock based compensation	126,066		423,510	854,550
Total operating expenses	337,570	406,530	1,317,259	1,537,968
Loss from operations	(297,972)	(406,530)	(1,243,263)	(1,537,968)
Other income (expense):
Interest expense	(54,639)	(72,715)	(135,028)	(90,007)
Loss on issuance of convertible debt		(796,436)	(85,083)	(1,095,146)
Loss on conversion of debt	(32,719)		(209,000)
Change in fair value of derivatives	(586,251)	385,084	(586,829)	516,136
Debt discount amortization	(107,770)	(108,633)	(508,093)	(140,728)
Early payment penalty			(12,150)
Total other expense	(781,379)	(592,700)	(1,536,183)	(809,745)
Loss before income taxes	(1,079,351)	(999,230)	(2,779,446)	(2,347,713)
Provision for income taxes
Net Loss	$ (1,079,351)	$ (999,230)	$ (2,779,446)	$ (2,347,713)
Net loss per common share, basic & diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted common shares outstanding, basic & diluted	908,032,890	295,432,901	583,684,383	288,361,958

XML

Consolidated Statements of Stockholders' Deficit - USD ($)	Common Stock [Member]	Preferred Stock [Member]	Additional Paid-in Capital [Member]	Common Stock To Be Issued [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jun. 30, 2021	$ 281,000	$ 10,000	$ 2,921,000		$ (3,494,730)	$ (282,730)
Shares, Outstanding, Beginning Balance at Jun. 30, 2021	281,000,000	10,000,000
Shares issued for conversion of debt	$ 144		29,856	100,000		130,000
Debt Conversion, Converted Instrument, Shares Issued	144,231
Options exercised – related party	$ 400		19,600			20,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	400,000
Ending balance, value at Sep. 30, 2021	$ 281,544	10,000	3,825,006	100,000	(4,455,992)	(239,442)
Fair value of options granted			854,550			854,550
Net loss					(961,262)	(961,262)
Shares, Outstanding, Ending Balance at Sep. 30, 2021	281,554,231
Shares issued for conversion of debt	$ 10,000		90,000	(100,000)
Debt Conversion, Converted Instrument, Shares Issued	10,000,000
Options exercised – related party	$ 100		3,943			4,043
Ending balance, value at Dec. 31, 2021	291,644	10,000	3,918,949	3,431	(4,843,213)	(619,189)
Shares granted for financing costs				3,431		3,431
Net loss					(387,221)	(387,221)
Shares, Outstanding, Ending Balance at Dec. 31, 2021	291,644,231	10,000,000
Shares issued for conversion of debt	$ 4,104		100,371			104,475
Debt Conversion, Converted Instrument, Shares Issued	4,105,730
Ending balance, value at Mar. 31, 2022	$ 298,448	10,000	4,290,431	3,431	(5,842,443)	(1,240,133)
Fair value of warrants granted			109,561			109,561
Shares granted for financing costs	2,700		161,550			164,250
Net loss					(999,230)	(999,230)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	298,449,961	10,000,000
Beginning balance, value at Jun. 30, 2022	$ 220,009	$ 10,000	4,611,790	26,231	(6,195,238)	(1,327,208)
Shares, Outstanding, Beginning Balance at Jun. 30, 2022	220,009,575	10,000,000
Shares issued for conversion of debt	$ 74,715		280,337			355,052
Debt Conversion, Converted Instrument, Shares Issued	74,714,953
Ending balance, value at Sep. 30, 2022	$ 394,724	10,000	4,980,802	26,231	(7,033,241)	(1,621,484)
Fair value of warrants granted			188,675			188,675
Shares issues – related party	$ 100,000		(100,000)
[custom:SharesIssuesRelatedPartyShares]	100,000,000
Net loss					(838,003)	(838,003)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	394,724,528	10,000,000
Shares issued for conversion of debt	$ 385,435		99,663			485,098
Debt Conversion, Converted Instrument, Shares Issued	385,434,463
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period	100,000
Ending balance, value at Dec. 31, 2022	$ 780,159	10,000	5,189,234	26,231	(7,895,333)	(1,889,709)
Fair value of warrants granted			108,769			108,769
Net loss					(862,092)	(862,092)
Shares, Outstanding, Ending Balance at Dec. 31, 2022	780,158,991	10,000,000
Shares issued for conversion of debt	$ 449,729		(272,428)			177,301
Debt Conversion, Converted Instrument, Shares Issued	449,729,900
Ending balance, value at Mar. 31, 2023	$ 1,229,888	10,000	5,042,872	26,231	(8,974,684)	(2,665,693)
Fair value of warrants granted			126,066			126,066
Net loss					$ (1,079,351)	$ (1,079,351)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	1,229,887,991	10,000,000

XML

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Cash flows from operating activities:
Net Loss	$ (1,079,351)		$ (999,230)	$ (2,779,446)	$ (2,347,713)
Adjustments to reconcile net loss to net cash used by operating activities:
Depreciation and amortization				50,561	24,208
Debt discount amortization				508,093	140,728
Loss on issuance of convertible debt			796,436	85,083	1,095,146
Change in fair value of derivatives	586,251		(385,084)	586,829	(516,136)
Loss on conversion of debt	32,719	$ 20,840		209,000
Common stock is sued for services					167,680
Other stock-based compensation	126,066			423,510	854,550
Changes in operating assets and liabilities:
Prepaids				5,130
Accounts payable and accrued liabilities				59,052	(5,913)
Accrued interest				131,291	3,739
Accrued compensation					90,007
Net cash used by operating activities				(720,897)	(493,704)
Cash flows from investing activities:
Purchase of property and equipment				(82,309)	(55,335)
Loans receivable				(46,250)
Net cash used by investing activities				(128,559)	(55,335)
Cash flows from financing activities:
Advances from related party					27,088
Repayment of related party loans				(100)	(28,106)
Proceeds from convertible debt				846,280	942,450
Repayment of convertible debt				(280,000)
Proceeds from the exercise of options					24,043
Net cash provided by financing activities				566,180	965,475
Net change in cash				(283,276)	416,436
Cash, beginning of period		$ 295,914		295,914	13,677	$ 13,677
Cash, end of period	$ 12,638		$ 430,113	12,638	430,113	$ 295,914
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for taxes
Supplemental non-cash disclosure:
Common stock issued for conversion of debt				$ 441,738	$ 234,476

XML

NATURE OF OPERATIONS

9 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF OPERATIONS

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.  

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 March 31, 2023 and for the related periods presented have been made. The results for the nine months ended March 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission.

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 March 31, 2023 and June 30, 2022.

Principles of Consolidation

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

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the period ended March 31, 2023.

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 March 31, 2023 and June 30, 2022:

March 31, 2023

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

June 30, 2022

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

Basic and Diluted Loss Per Share

Under ASC 260 “Earnings Per Share,” the Company presents basic and diluted earnings (loss) per-share (“EPS”) amounts on the face of the statements of operations. Basic EPS computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially diluted amounts from preferred stock are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

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.

XML

GOING CONCERN

9 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN

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 March 31, 2023, the Company has limited revenue and an accumulated deficit of $8,974,684 ($3,069,884 of which is from the FY 2021 loss on the asset acquisition and disposition of assets).

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 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.

XML

MACHINERY AND EQUIPMENT

9 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

MACHINERY AND EQUIPMENT

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

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

Depreciation expense

Depreciation expense for the nine months ended March 31, 2023 and 2022 was $50,561 and $24,208, respectively.

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CONVERTIBLE NOTES PAYABLE

9 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

CONVERTIBLE NOTES PAYABLE

NOTE 5 – CONVERTIBLE NOTES PAYABLE

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

Conversion Terms

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

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

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

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

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

(6) Convertible at $0.0015.

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

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

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

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

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

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

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NOTE PAYABLE

9 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

NOTE PAYABLE

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 March 31, 2023 and June 30, 2022, the Company owed $22,729 and $22,729 of principal and $20,654 and $19,796 of accrued interest, respectively.

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COMMON STOCK

9 Months Ended

Mar. 31, 2023

Equity [Abstract]

COMMON STOCK

NOTE 7 – COMMON STOCK

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

During the first quarter, One44 Capital LLC converted $15,000 and $744 of principal and interest, respectively, into 5,247,947 shares of common stock.

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

During the first quarter, Mast Hill Fund, L.P converted $2,040 and $42,200 of principal and interest, respectively, into 23,400,000 shares of common stock. The Company recognized a loss on conversion of debt of $20,840.

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

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

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

During the third quarter, Mast Hill Fund, L.P converted $24,041 and $3,937 of principal and interest, respectively, into 182,700,000 shares of common stock. The Company recognized a loss on conversion of debt of $32,719. 

During the third quarter, One44 Capital LLC converted $19,300 and $2,193 of principal and interest, respectively, into 179,112,333 shares of common stock.

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PREFERRED STOCK

9 Months Ended

Mar. 31, 2023

Equity [Abstract]

PREFERRED STOCK

NOTE 8 – 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 25,000,000 shares of the Company's previously authorized Class B Preferred Stock. Each share of Class B Preferred Stock entitles the holder thereof to ten thousand votes per share on all matters to be voted on by the holders of the Company’s common stock and is convertible into shares of the Company's common stock at the same rate. With respect to rights on liquidation, dissolution or winding up, shares of Class B Preferred Stock rank on parity with the Company's common stock.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Mar. 31, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE 9 - 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 March 31, 2023, and June 30, 2022, the Company owes Mr. Forzani $19,306 and $19,406, respectively.

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

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STOCK OPTIONS

9 Months Ended

Mar. 31, 2023

Stock Options

STOCK OPTIONS

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.

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, 2021		—		$	—		—
Granted		1,500,000		$	0.05		—
Exercised		(500,000	)	$	—		—
Expired		—		$	—		—
Options outstanding at June 30, 2022		1,000,000		$	0.05		—
Granted		—		$	—		—
Exercised		—		$	—		—
Expired		—		$	—		—
Options outstanding at March 31, 2023		1,000,000		$	0.05		—
Options exercisable at March 31, 2023		1,000,000		$	0.05	$	—

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

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WARRANTS

9 Months Ended

Mar. 31, 2023

Guarantees and Product Warranties [Abstract]

WARRANTS

NOTE 11 – 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 100,000,000 shares of common stock at a price of $0.003 per share (the “First Warrant”) and a warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “Second Warrant”), which warrants are only exercisable upon an “Event of Default” as defined in the Note.

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

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

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

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

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

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

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SUBSEQUENT EVENTS

9 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

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

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

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 March 31, 2023 and for the related periods presented have been made. The results for the nine months ended March 31, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2022, filed with the Securities and Exchange Commission.

Use of Estimates

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

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

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 March 31, 2023 and June 30, 2022.

Principles of Consolidation

Principles of Consolidation

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

Reclassifications

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the period ended March 31, 2023.

Property, Plant and Equipment

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

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

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 March 31, 2023 and June 30, 2022:

March 31, 2023

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

June 30, 2022

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

Basic and Diluted Loss Per Share

Basic and Diluted Loss Per Share

Under ASC 260 “Earnings Per Share,” the Company presents basic and diluted earnings (loss) per-share (“EPS”) amounts on the face of the statements of operations. Basic EPS computed by dividing income (loss) available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Shares issued during the period and shares reacquired during the period are weighted for the portion of the period that they were outstanding. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially diluted amounts from preferred stock are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share.

Recent Accounting Pronouncements

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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of fair value hierarchy

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

June 30, 2022

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

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MACHINERY AND EQUIPMENT (Tables)

9 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property, plant & equipment

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

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CONVERTIBLE NOTES PAYABLE (Tables)

9 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of convertible promissory notes

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

Conversion Terms

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

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

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

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

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

(6) Convertible at $0.0015.

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

Schedule of derivative liability

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

Schedule of fair value hierarchy

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

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STOCK OPTIONS (Tables)

9 Months Ended

Mar. 31, 2023

Stock Options

Schedule of stock options outstanding

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

Schedule of range of exercise prices

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

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WARRANTS (Tables)

9 Months Ended

Mar. 31, 2023

Guarantees and Product Warranties [Abstract]

Schedule of warrant outstanding

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

Schedule of range of exercise prices

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

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NATURE OF OPERATIONS (Details Narrative) - USD ($)		1 Months Ended
	Mar. 01, 2022	Jan. 21, 2021	Mar. 31, 2023	Jun. 30, 2022
Common Stock, Par or Stated Value Per Share				$ 0.001
Common Stock, Value, Issued			$ 1,229,888	$ 220,009
Oil Industries Inc [Member]
Common Stock, Par or Stated Value Per Share			$ 0.038
Common Stock, Value, Issued			$ 22,800
Share Exchange Agrrement [Member]
Stock Issued During Period, Shares, New Issues	600,000
Stock Issued During Period, Value, New Issues	$ 17,000
Shefali Vibhakar [Member] | Share Purchase Agreement [Member]
Sale of Stock, Consideration Received Per Transaction		$ 177,000
Shefali Vibhakar [Member] | Common Stock [Member] | Share Purchase Agreement [Member]
Sale of Stock, Number of Shares Issued in Transaction		170,000,000
Shefali Vibhakar [Member] | Preferred Stock [Member] | Share Purchase Agreement [Member]
Sale of Stock, Number of Shares Issued in Transaction		10,000,000
Ms Vibhakar [Member] | Seperate Purchase Agreement [Member]
Machinery and Equipment, Gross		$ 40,000
Forzani [Member] | Acquisition Agreement [Member]
Common Stock, Voting Rights		93.9%

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total derivative
Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total derivative
Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total derivative	1,063,934	662,982
Derivative [Member] | Fair Value, Inputs, Level 1 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total derivative
Derivative [Member] | Fair Value, Inputs, Level 2 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total derivative
Derivative [Member] | Fair Value, Inputs, Level 3 [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total derivative	$ 1,063,934	$ 662,982

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Jun. 30, 2022 USD ($)
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 0

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GOING CONCERN (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2022	Mar. 31, 2023	Jun. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)		$ 8,974,684	$ 6,195,238
Gain (Loss) on Disposition of Assets	$ 3,069,884

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MACHINERY AND EQUIPMENT (Details) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 187,347	$ 155,599
Less: accumulated depreciation	(90,263)	(39,701)
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, net	222,793	150,483
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, net	3,097	3,097
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, net	$ 51,720	$ 41,720

XML

MACHINERY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 50,561	$ 24,208

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CONVERTIBLE NOTES PAYABLE (Details)	9 Months Ended
	Mar. 31, 2023 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Convertible notes payable	$ 1,330,000
Additions	973,560
Conversions Payments	(662,538)
Convertible notes payable	1,641,022
Convertible debt discount	(424,889)
Convertible debt discount	(139,017)
Convertible notes payable	905,111
Convertible notes payable	$ 1,502,005
Fast Capital L L C [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Oct. 26, 2021	[1]
Debt Instrument, Maturity Date	Oct. 26, 2022	[1]
Debt Instrument, Interest Rate During Period	10.00%	[1]
Convertible notes payable	$ 30,000	[1]
Additions		[1]
Conversions Payments	(30,000)	[1]
Convertible notes payable		[1]
O N E 44 Capital L L C [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Jan. 13, 2022	[2]
Debt Instrument, Maturity Date	Jan. 13, 2023	[2]
Debt Instrument, Interest Rate During Period	10.00%	[2]
Convertible notes payable	$ 160,000	[2]
Additions		[2]
Conversions Payments	(34,300)	[2]
Convertible notes payable	$ 125,700	[2]
Mast Hill Fund L. P [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Jan. 20, 2022	[3]
Debt Instrument, Maturity Date	Jan. 20, 2023	[3]
Debt Instrument, Interest Rate During Period	12.00%	[3]
Convertible notes payable	$ 350,000	[3]
Additions		[3]
Conversions Payments	(297,688)	[3]
Convertible notes payable	$ 52,312	[3]
Sixth Street Lending L L C [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Feb. 01, 2022	[4]
Debt Instrument, Maturity Date	Feb. 01, 2023	[4]
Debt Instrument, Interest Rate During Period	10.00%	[4]
Convertible notes payable	$ 80,000	[4]
Additions		[4]
Conversions Payments	(80,000)	[4]
Convertible notes payable		[4]
O N E 44 Capital L L C 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Mar. 22, 2022	[2]
Debt Instrument, Maturity Date	Mar. 22, 2023	[2]
Debt Instrument, Interest Rate During Period	10.00%	[2]
Convertible notes payable	$ 120,000	[2]
Additions		[2]
Conversions Payments		[2]
Convertible notes payable	$ 120,000	[2]
Sixth Street Lending L L C 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Apr. 13, 2022	[4]
Debt Instrument, Maturity Date	Apr. 13, 2023	[4]
Debt Instrument, Interest Rate During Period	10.00%	[4]
Convertible notes payable	$ 55,000	[4]
Additions		[4]
Conversions Payments	(55,000)	[4]
Convertible notes payable		[4]
N 1800 Diagonal Lending L L C [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	May 23, 2022	[4]
Debt Instrument, Maturity Date	May 23, 2023	[4]
Debt Instrument, Interest Rate During Period	10.00%	[4]
Convertible notes payable	$ 55,000	[4]
Additions		[4]
Conversions Payments	(55,000)	[4]
Convertible notes payable		[4]
Coventry Enterprises L L C [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Jun. 03, 2022	[5]
Debt Instrument, Maturity Date	Jun. 03, 2023	[5]
Debt Instrument, Interest Rate During Period	10.00%	[5]
Convertible notes payable	$ 480,000	[5]
Additions		[5]
Conversions Payments		[5]
Convertible notes payable	$ 480,000	[5]
N 1800 Diagonal Lending L L C 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Jul. 26, 2022	[4]
Debt Instrument, Maturity Date	Jul. 26, 2023	[4]
Debt Instrument, Interest Rate During Period	10.00%	[4]
Convertible notes payable		[4]
Additions	59,250	[4]
Conversions Payments	(10,550)	[4]
Convertible notes payable	$ 48,700	[4]
Mast Hill Fund L. P 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Sep. 19, 2022	[6]
Debt Instrument, Maturity Date	Sep. 19, 2023	[6]
Debt Instrument, Interest Rate During Period	12.00%	[6]
Convertible notes payable		[6]
Additions	290,000	[6]
Conversions Payments		[6]
Convertible notes payable	$ 290,000	[6]
N 1800 Diagonal Lending L L C 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Nov. 11, 2022	[4]
Debt Instrument, Maturity Date	Nov. 11, 2023	[4]
Debt Instrument, Interest Rate During Period	10.00%	[4]
Convertible notes payable		[4]
Additions	44,250	[4]
Conversions Payments		[4]
Convertible notes payable	$ 44,250	[4]
Mast Hill Fund L. P 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Dec. 16, 2022	[7]
Debt Instrument, Maturity Date	Dec. 16, 2022	[7]
Debt Instrument, Interest Rate During Period	12.00%	[7]
Convertible notes payable		[7]
Additions	233,000	[7]
Conversions Payments	(100,000)	[7]
Convertible notes payable	$ 133,000	[7]
Mast Hill Fund L. P 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Convertible issuance of date	Jan. 13, 2023	[7]
Debt Instrument, Maturity Date	Dec. 16, 2022	[7]
Debt Instrument, Interest Rate During Period	12.00%	[7]
Convertible notes payable		[7]
Additions	347,060	[7]
Conversions Payments		[7]
Convertible notes payable	$ 347,060	[7]

[1] 61% of the lowest trading price for 15 days, including 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 only upon an event of default. 90% of the lowest trading price for 10 days prior to conversion date.

[6] Convertible at $0.0015.

[7] Convertible at $0.0007.

XML

CONVERTIBLE NOTES PAYABLE (Details 1) - USD ($)	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022
Debt Disclosure [Abstract]
Increase to derivative due to new issuances	$ 180,083	$ 1,648,566
Decrease to derivative due to conversions	(365,960)
Decrease to derivative due to conversion payments		(18,162)
Derivative gain due to mark to market adjustment	586,829	(967,422)
Derivative liability	662,982
Derivative liability	$ 1,063,934	$ 662,982

XML

CONVERTIBLE NOTES PAYABLE (Details 2)	9 Months Ended
	Mar. 31, 2023 $ / shares
Debt Instrument [Line Items]
Stock price	$ 0.0002
Debt Instrument, Convertible, Conversion Price	$ 0.0001
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	169.60%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	275.20%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	4.85%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	4.94%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate
Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Term	3 months
Maximum [Member]
Debt Instrument [Line Items]
Debt Instrument, Term	7 months 9 days
Initial Valuation [Member]
Debt Instrument [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	210.52%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	237.49%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	2.51%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	4.59%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate
Debt Instrument, Term	1 year
Initial Valuation [Member] | Minimum [Member]
Debt Instrument [Line Items]
Stock price	$ 0.0014
Debt Instrument, Convertible, Conversion Price	0.0006
Initial Valuation [Member] | Maximum [Member]
Debt Instrument [Line Items]
Stock price	0.0086
Debt Instrument, Convertible, Conversion Price	$ 0.0049

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CONVERTIBLE NOTES PAYABLE (Details Narrative)	Mar. 31, 2023 USD ($)
Debt Disclosure [Abstract]
Accrued Liabilities, Current	$ 180,189

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NOTE PAYABLE (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Nov. 05, 2017	Sep. 28, 2021	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2022
Line of Credit Facility [Line Items]
Debt Conversion, Converted Instrument, Amount		$ 100,000	$ 177,301	$ 485,098	$ 355,052	$ 104,475		$ 130,000
Debt Conversion, Converted Instrument, Shares Issued		10,000,000
Loans Payable, Current			22,729						$ 22,729
Interest Payable, Current			200,842						129,564
Line of Credit [Member] | Twiga Capital Partners
Line of Credit Facility [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000
Debt Instrument, Interest Rate During Period	5.00%
Loans Payable, Current			22,729						22,729
Interest Payable, Current			$ 20,654						$ 19,796

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COMMON STOCK (Details Narrative) - USD ($)	3 Months Ended				9 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Interest Expense	$ 54,639			$ 72,715	$ 135,028	$ 90,007
[custom:LossOnConversionOfDebt]	32,719		$ 20,840		$ 209,000
Fast Capital L L C [Member]
Stock Issued During Period, Value, Conversion of Convertible Securities			30,000
Interest Expense			$ 4,550
Stock Issued During Period, Shares, Conversion of Convertible Securities			11,328,868
O N E 44 Capital L L C [Member]
Stock Issued During Period, Value, Conversion of Convertible Securities	19,300		$ 15,000
Interest Expense	$ 2,193		$ 744
Stock Issued During Period, Shares, Conversion of Convertible Securities	179,112,333		5,247,947
N 1800 Diagonal Lending L L C [Member]
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 10,550	$ 110,000	$ 80,000
Interest Expense		$ 5,500	$ 4,626
Stock Issued During Period, Shares, Conversion of Convertible Securities	87,916,334	186,262,331	34,739,138
Mast Hill Fund L. P [Member]
Stock Issued During Period, Value, Conversion of Convertible Securities	$ 24,041	$ 121,607	$ 2,040
Interest Expense	$ 3,937		$ 42,200
Stock Issued During Period, Shares, Conversion of Convertible Securities	182,700,000	210,500,000	23,400,000
[custom:LossOnConversionOfDebt]		$ 113,263

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PREFERRED STOCK (Details Narrative) - shares	Sep. 07, 2022	Jun. 30, 2022
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	25,000,000	25,000,000

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
	Jul. 25, 2022	Mar. 31, 2023	Mar. 31, 2022	Jun. 30, 2022
Related Party Transaction [Line Items]
Proceeds from Related Party Debt			$ 27,088
Forzani [Member]
Related Party Transaction [Line Items]
Proceeds from Related Party Debt		$ 19,306		$ 19,406
Forzani [Member] | Acquisition Agreement [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, Treasury Stock Reissued	100,000,000

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STOCK OPTIONS (Details) - $ / shares	1 Months Ended	9 Months Ended	12 Months Ended
	Aug. 03, 2021	Mar. 31, 2023	Jun. 30, 2022
Stock Options
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance		1,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance		$ 0.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross			1,500,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price			$ 0.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised			(500,000)
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised			500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance		1,000,000	1,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance		$ 0.05	$ 0.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number		1,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.05	$ 0.05

XML

STOCK OPTIONS (Details 1) - $ / shares	9 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding options	1,000,000	1,000,000
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	4 years 8 months 19 days
Weighted average exercise price	$ 0.05	$ 0.05
Equity Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Payment Arrangement, Option, Exercise Price Range, Shares Outstanding	0.05
Outstanding options	1,000,000
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	7 months 28 days
Weighted average exercise price	$ 0.05

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STOCK OPTIONS (Details Narrative) - $ / shares	1 Months Ended	9 Months Ended	12 Months Ended
	Aug. 03, 2021	Mar. 31, 2023	Jun. 30, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross			1,500,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.05	$ 0.05
Johnny Forzani [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	1,000,000
Geoff Stanbury [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	250,000
Tom Forzani [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross	250,000

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WARRANTS (Details) - USD ($)	9 Months Ended	12 Months Ended
	Mar. 31, 2023	Jun. 30, 2022	Aug. 03, 2021
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 0.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised		500,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price
Class of Warrant or Right, Outstanding	201,950,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.004
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	1,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0.05		$ 0.05
Warrant [Member]
Class of Warrant or Right, Outstanding	1,950,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.44
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	455,000,000	1,950,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price	$ 0.004	$ 0.44
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price
Class of Warrant or Right, Outstanding	456,950,000	1,950,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0	$ 0.44
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number	456,950,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding

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WARRANTS (Details 1)	9 Months Ended
	Mar. 31, 2023 $ / shares shares
Guarantees and Product Warranties [Abstract]
Share-Based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit	$ 0.0015
Share-Based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit	$ 0.44
Number of shares outstanding | shares	201,950,000
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Remaining Contractual Term	4 years 8 months 19 days
Weighted average exercise price outstanding	$ 0.004

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WARRANTS (Details Narrative) - USD ($)	1 Months Ended
	Dec. 16, 2022	Sep. 23, 2022
Adjustments to Additional Paid in Capital, Warrant Issued	$ 108,769	$ 188,675
Mast Hill Fund L P [Member]
Debt Instrument, Face Amount	$ 233,000	$ 290,000
Mast Hill Fund L P [Member] | First Warrant [Member]
Debt Conversion, Converted Instrument, Warrants or Options Issued	155,000,000	100,000,000
Shares Issued, Price Per Share	$ 0.0015	$ 0.003
Mast Hill Fund L P [Member] | Second Warrant [Member]
Debt Conversion, Converted Instrument, Warrants or Options Issued	100,000,000	100,000,000
Shares Issued, Price Per Share	$ 0.003	$ 0.003