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 UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _________________

 FORM

 _________________

 ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: June 30, 2023

 or

 TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from: _____________ to _____________

 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)

 Securities
registered pursuant to Section 12(b) of the Act:

 Not
Applicable

 Securities
registered pursuant to Section 12(g) of the Act:

 Title
of each class

 Common
stock, par value of $0.001

 _________________

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes
 No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act.

 Yes
 No

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 the filing requirements for the past 90 days.

 Yes No

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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.:

 Large Accelerated Filer

 Accelerated Filer

 Non-accelerated Filer

 Smaller Reporting Company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

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

 Yes No

 As
of December 30, 2022, the last day of the registrant's most recently completed second fiscal quarter, the aggregate market value
of the Common Stock held by non-affiliates of the registrant was approximately $ 815,939.29 based on the closing price of $0.0005 of the
registrant's common stock. The calculation excludes shares of the registrant's common stock held by current executive
officers, directors and stockholders that the registrant has concluded are affiliates of the registrant. This determination
of affiliate status is not a determination for other purposes.

 As
of September 30, 2023, there were 1,901,878,583 shares of common stock outstanding.

 PART
 I

 Item
 1. Business

 Item
 1A. Risk Factors

 Item
 1B. Unresolved Staff Comments

 Item
 2. Properties

 Item
 3. Legal Proceedings

 Item
 4. Mine Safety Disclosures

 PART
 II

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6. Selected Financial Data

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item
 8. Financial Statements and Supplementary Data

 Item
 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

 Item
 9A. Controls and Procedures

 Item
 9B. Other Information

 PART
 III

 Item
 10. Directors, Executive Officers and Corporate Governance

 Item
 11. Executive Compensation

 Item
 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13. Certain Relationships and Related Transactions, and Director Independence

 Item
 14. Principal Accounting Fees and Services

 PART
 IV

 Item
 15. Exhibits, Financial Statement Schedules

 Forward-Looking
Information

 Statements
in this report may be "forward-looking statements." Forward-looking statements include, but are not limited to, statements
that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities
or other future events or conditions. These statements are based on current expectations, estimates and projections about our business
based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from
what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those
risks discussed from time to time in this report, including the risks described under "Risk Factors" and any risks described
in any other filings we make with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do
not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.

 Management's
discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared
in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis,
we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement income, bad debts, impairment,
net lease intangibles, contingencies and litigation. We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will
not differ from those estimates.

 PART

 ITEM
1. BUSINESS

 We
were incorporated on December 9, 2014 in the state of Florida. On February 17, 2022, we filed Articles of Continuance with the Secretary
of State for the state of Wyoming. Accordingly, we transferred our state of formation from Florida to Wyoming and became a Wyoming entity
and are now subject to the provisions of the Wyoming Business Corporation Act.

 We
are in the health-tech wearable performance business. We have acquired the ownership and rights to certain late developmental stage products,
including the Warm Up product line which is comprised of 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
also 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 "Warm Up"
and other products we will develop.

 Products
and Services

 As
of June 30, 2023, we have developed the Warm Up series product line designed as Warm Up. It is a cutting edge, innovative, wearable back
compression device, used to relax, Warm Up, 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. When combined with the strategic placement
of our medical grade support ribs & ergonomic design, Warm Up's Thermal Therapy is unmatched. Warmup was originally designed
to help aid marquee Pro Athletes perform at their best. However, the "Warm Up Series" will be for everyone. Ideal for a chilly
day on the links, Ski/Snowboarding, Hunter/Fishers, Outdoor work force, Medical, Military, & everything in between!

 The
product line utilizes a low-cost technology that has multi-functional use servicing all kinds of people, ranging from marquee pro athletes.
Warm Up is a low cost, yet highly efficient, multi-use heating technology. Warm Up uses next gen, carbon micro fibers combined with powerful,
safe rechargeable Lithium Batteries.

 The
cutting-edge, technical, innovative, and wearable back compression devices are used to warmup, loosen, or relax stiff and sore muscles.
Our technology is designed to maximize the benefits of strategically applying heat to your target areas of pain, providing fast relief.

 Our
Warm Up product line currently consists of the following three products:

 J4
Core

 The
Original. Sleek ergonomic design that you can wear while playing, recovering, or performing daily activities at work, home or on the
road.

 J4
Sport

of 1 Dual Zone Patent Pending Heating Tech. Undergoing Class 1 Medical Device Evaluation From FDA.

 Ideal
for patients with Chronic Back Pain Conditions such as Arthritis, Osteoporosis, Fibromyalgia, & Ligament strains.

 J4
X

 Fitbelt
is an innovative, high intensity, core toning wearable. Powered by a new EMS nano tech unfamiliar to all current products on the market.
FitBelt has dual functionality, so the user can choose to target both the abdominal and lower back muscles or just one of the muscle
groups.

 Built-in LED interface with pre-programed settings that targets specific muscle types by adjusting
the frequencies, which can all be controlled via Bluetooth through your phone.

 Whether looking for a tool to boost your fitness and strength or recover from an injury quickly,
electric muscle stimulation (EMS) can help you achieve your goal.

 Sales
& Marketing

 As
of June 30, 2023, we are actively working with current and former professional athletes who are not only using the product, but investing
its future success. It is no secret that athlete endorsement is both tried and tested marketing strategy to appeal to the masses. Our
athlete ambassadors and investors will actively leverage their social media profiles to promote the product Online. With tens of millions
combined followers between them, the opportunities for exponential growth are pronounced.

 Customers

 As
of June 30, 2023 we are in developmental stages and do not have any customers. However, our subsidiary Sustainable Origins has approximately
25 customers.

 Competition

 We
face competition in the health-tech wearable performance business markets. Most of our competitors are larger and have greater financial
resources. We compete on the basis of price, technological expertise, manufacturing know-how and the quality of our products.

 Some
of our closest competitors are as follows: Venom by Hyperice, Powerdot 2.0, Comped Waist Trainer and SlenderTone Waist Trainer.

 We
face direct competition from companies with far greater financial, technological, manufacturing and personnel resources. Competition
is primarily based on product quality, service, timely delivery, and price.

 Research
and Development; Intellectual Property

 As
of June 30, 2023, we are developing proprietary technologies that will give us an edge in competing with its competitors. We are in the
process of filing patents to protect our IP. We will file utility, design, full spectrum patents on the created IP. We will also register
eligible products as Medical Devices so patients with chronic pain can get the product free through insurance. We have engaged a patent
attorney and are in the process of filing a provisional patent on our second generation line of Warm Up products.

 Suppliers

 As
of June 30, 2023, we currently have developed beta samples in China that have patentable IP.

 Employees

 As
of June 30, 2023, we had 1 employee and our wholly-owned subsidiary Sustainable Origins had 1 employee.

 Foreign
and Domestic Operations and Export Sales

 As
of June 30, 2023, we had no operations or any significant sales in any foreign country.

 Government
Regulation

 Our
operations are subject to certain foreign, federal, state and local regulatory requirements relating to, among others, environmental,
waste management, labor and health and safety matters. As of June 30, 2023, management believes that our business is operated in material
compliance with all such regulations.

 ITEM
1A. RISK FACTORS

 Not
required for smaller reporting companies.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None

 ITEM
2. PROPERTIES

 As
of June 30, 2023, our address was located 406 9th Avenue, Suite 210, San Diego, California 92101. We believe this space is adequate for
our current needs.

 ITEM
3. LEGAL PROCEEDINGS

 None

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
Applicable

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 MARKET
INFORMATION

 Our
common stock is not traded on any exchange. Our common stock is quoted on the OTC Markets, under the trading symbol "FORZ".
 The market for our stock is highly volatile. We cannot assure you that there will be a market in the future for our common
stock. OTC Markets securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead,
they are securities transactions are conducted through a telephone and computer network connecting dealers in stocks.

 Our
common stock became eligible for trading on the OTC Markets on June 19, 2017, although it did not start trading until October 17, 2019.
We executed a 10 for 1 forward split of our common stock that went effective June 17, 2022. The following table shows the high and low
prices of our common shares on the OTC Markets or each quarter within the two most recent fiscal years. The following quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

 Fiscal
 Year Ending June 2023

 HIGH

 LOW

 Quarter Ending September
 30, 2022

 $
 0.0189

 $
 0.0016

 Ending December 31, 2022

 $
 0.0034

 $
 0.0004

 Ending March 31, 2023

 $
 0.0007

 $
 0.0001

 Ending June 30, 2023

 $
 0.003

 $
 0.00001

 Fiscal
 Year Ending June 2022

 HIGH

 LOW

 Quarter Ending September
 30, 2020

 $
 0.90

 $
 0.1631

 Ending December 31, 2020

 $
 0.33

 $
 0.05

 Ending March 31, 2022

 $
 0.12

 $
 0.025

 Ending June 30, 2022

 $
 0.037

 $
 0.0081

 HOLDERS

 The
approximate number of registered stockholders of record as of June 30, 2023 is 20. The number of stockholders of record does
not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers
and other fiduciaries.

 DIVIDEND
POLICY

 We
have never paid any cash dividends on our common stock. We anticipate that we will retain funds and future earnings to support operations
and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.
Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition,
results of operations, capital requirements and other factors that our board of directors deems relevant. In addition, the terms of any
future debt or credit financings may preclude us from paying dividends.

 RECENT
SALES OF UNREGISTERED SECURITIES

 None.

 PENNY
STOCK REGULATION

 Shares
of our common stock is subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in "penny
stocks." Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered
on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect
to transactions in those securities is provided by the exchange or system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared
by the SEC, which contains the following:

 •

 a
 description of the nature and level of risk in the market for penny stocks in both public
 offerings and secondary trading;

 •

 a
 description of the broker's or dealer's duties to the customer and of the rights
 and remedies available to the customer with respect to violation to such duties or other
 requirements of securities' laws;

 •

 a
 brief, clear, narrative description of a dealer market, including "bid" and "ask"
 prices for penny stocks and the significance of the spread between the "bid"
 and "ask" price;

 •

 a
 toll-free telephone number for inquiries on disciplinary actions;

 •

 definitions
 of significant terms in the disclosure document or in the conduct of trading in penny
 stocks; and

 •

 such
 other information and is in such form (including language, type, size and format), as the
 SEC shall require by rule or regulation.

 Prior
to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

 •

 the
 bid and offer quotations for the penny stock;

 •

 the
 compensation of the broker-dealer and its salesperson in the transaction;

 •

 the
 number of shares to which such bid and ask prices apply, or other comparable information
 relating to the depth and liquidity of the market for such stock; and

 •

 monthly
 account statements showing the market value of each penny stock held in the customer's
 account.

 In
addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer
must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's
written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and
a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing
the trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Holders of shares
of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

 ITEM
6. SELECTED FINANCIAL DATA

 Not
applicable.

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 The
following discussion and analysis of our financial condition and results of operations should be read together with our financial statements
and the related notes and the other financial information included elsewhere in this report. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those discussed below and elsewhere in this report, particularly those under Risk
Factors." Dollars in tabular format are presented in thousands, except per share data, or otherwise indicated.

 Overview

 We
were incorporated on December 9, 2014 in the state of Florida. On February 17, 2022, we filed Articles of Continuance with the Secretary
of State for the state of Wyoming. Accordingly, we transferred our state of formation from Florida to Wyoming and became a Wyoming entity
and are now subject to the provisions of the Wyoming Business Corporation Act.

 We
are in the health-tech wearable performance business. We have acquired the ownership and rights to certain late developmental stage products,
including the Warm Up product line which is comprised of 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 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 "Warm Up"
and other products we will develop.

 Results
of Operation for the Year Ended June 30, 2023 Compared to the Year Ended June 30, 2022

 Revenues
and Cost of Revenue

 We
earned gross revenue of $114,596 during the year ended June 30, 2023, compared to $25,871 for the same period in 2022. Our cost of revenue
was $26,897 during the year ended June 30, 2023, compared to $2,792 for the same period in 2022

 Operating
Expenses from Continuing Operations

 Operating
expenses from continuing operations for the year ended June 30, 2023 consisted of general and administrative expenses of $299,117 (2022
- $152,315); advertising and marketing expenses of $31,405 (2022 - $111,527); compensation expense of $475,110 (2022 - $319,857); professional
fees of $208,725 (2022 - $270,318); and, stock based compensation of $nil (2022 - $1,068,731).

 Net
Loss from Continuing Operations

 Our
net loss from continuing operations for the years ended June 30, 2023 was $926,658 compared to $1,899,669 for the year ended June 30,
2022. The decrease in our net loss in mainly due a decrease in operating expenses.

 Liquidity
and Capital Resources

 As
reflected in the accompanying financial statements, we had an accumulated deficit of $10,950,944 at June 30, 2023, and had a net loss
from continuing operations of $4,755,706 for year ended June 30, 2023.

 For
the year ended June 30, 2023, we used net cash of $763,535 in operating activities, compared to using net cash of $712,145 for the year
ended June 30, 2022.

 Net
cash used in investing activities for the year ended June 30, 2023 and 2022 was $128,559 and $75,612, respectively, for the purchase
of property and equipment.

 Net
cash received from financing activities for the year ended June 30, 2023 was $596,180 compared to $1,069,994 provided by financing activities
in the prior period.

 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 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of
the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially
from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates
used in the preparation of the Financial Statements.

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

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

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to
have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures
or capital resources.

 Recently
Issued Accounting Standards

 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
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not
applicable.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required to be included in this report appear as indexed in the appendix to this report beginning on page F-1.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. 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 SEC, and that such information is accumulated and communicated to our management to allow timely decisions
regarding required disclosure.

 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments
in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls
is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions. As of the end of the period covered by this report, we carried
out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal
financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation,
management concluded that our disclosure controls and procedures were not effective as of June 30, 2023 to cause the information
required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported
within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief
executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 Management's
Report on Internal Control Over Financial Reporting

 This annual
report does not include a report of management's assessment regarding internal control over financial reporting or an attestation
report of the Company's registered public accounting firm due to a transition period established by rules of the Securities and
Exchange Commission for newly public companies.

 Changes
in Internal Control Over Financial Reporting

 There were
no significant changes in our internal control over financial reporting during the year ended June 30, 2023, that have materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 None

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 All
directors and officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment
agreements. The following table sets forth information regarding our executive officers and the members of our board of directors.

 Name

 Age

 Position

 President, CEO, Treasurer, CFO,
 Secretary and Director

 Tom Forzani

 Geoff Stanbury

 Johnny
Forzani, is a former Professional Football Player and is an Entrepreneur and Inventor. Mr. Forzani played Division 1 NCAA Football
at Washington State University, where he set an NCAA record for the longest touchdown reception. During his professional football career,
playing with his hometown Calgary Stampeders, Mr. Forzani started creating his first invention. In 2017, Mr. Forzani's founded,
G-Tech Apparel USA Inc. and G-Tech Apparel Canada Inc. and was issued a Utility & Design Patent from the USPTO, for G-Tech's
Battery Powered Thermal Handwarmer.

 Mr.
Forzani has been the founder of G-Tech Apparel USA Inc. and G-Tech Apparel Canada Inc since 2014. From, 2014 to 2022, Mr. Forzani acted
as CEO and CTO of both companies. He has been our President, CEO, Treasurer, CFO, Secretary and a Director since January 21, 2023.

 Tom
Forzani, is a one of three brothers to play for the Calgary Stampeders of the CFL. Described as one of the best wide receivers to
ever play at Utah State, Mr. Forzani earned honorable mention All-America honors from The Associated Press as a senior in 1972 as he
led the nation with receptions, while adding 1,169 receiving yards to set then-single-season school records in both categories.

 Following
his Utah State career, Mr. Forzani played professionally for the Calgary Stampeders from 1972-83 and was a five-time CFL All-Star. He
finished his CFL career ranking second all-time in Stampeders history in receptions (553), receiving yards (8,825) and receiving touchdowns
(62). Mr. Forzani was named to Utah State's All-Century Football Team in 1993.

 Mr.
Forzani began his business career towards the end of his football career, earning his realtors license in 1979. Mr. Forzani started Kelvion
Properties in 1990, which specialized in most aspects of the Real Estate business including Land Purchase, Land Zoning, House Building,
Land Sub Division, Mortgage Loaning and Renovations.

 In
1974, Mr. Forzani was one of the Original Founders and Owners of Forzani Locker Room which became the Canadian publicly traded company
The Forzani Group in 1993. The Forzani Group went from one store in 1974, to a retail empire encompassing more than 500 retail locations
and over 13,000 employees. In 2011, The Forzani Group sold to Canadian conglomerate Canadian Tire Corporation for $800,000,000 (Canadian
Dollars). Tom Forzani has been a Director since January 21, 2023.

 Geoff
Stanbury, was born and raised in South West England and immigrated to North America at 19. In 1981 shortly after settling in Alberta,
Mr. Stanbury founded his company Good Earth Environs which specializes in Land, Snow, and Erosion management. Good Earth has maintained
contracts with some of Alberta's largest Residential companies including Brookfeild RP, for over 20 years.

 Today,
Mr. Stanbury is a seasoned Investor with a portfolio ranging in both the private and public sector. Mr. Stanbury is passionate about
entrepreneurship and innovation. He looks forward to providing veteran leadership to the board, assisting in the best way possible, on
the path to success. Mr. Stanbury has been a Director since January 21, 2023.

 Involvement
in Certain Legal Proceedings

 To our
knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

 •

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding
 traffic violations and other minor offenses);

 •

 had
 any bankruptcy petition filed by or against the business or property of the person, or of
 any partnership, corporation or business association of which he was a general partner or
 executive officer, either at the time of the bankruptcy filing or within two years prior
 to that time;

 •

 been
 subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated,
 of any court of competent jurisdiction or federal or state authority, permanently or temporarily
 enjoining, barring, suspending or otherwise limiting, his involvement in any type of business,
 securities, futures, commodities, investment, banking, savings and loan, or insurance activities,
 or to be associated with persons engaged in any such activity;

 •

 been
 found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity
 Futures Trading Commission to have violated a federal or state securities or commodities
 law, and the judgment has not been reversed, suspended, or vacated;

 •

 been
 the subject of, or a party to, any federal or state judicial or administrative order, judgment,
 decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement
 of a civil proceeding among private litigants), relating to an alleged violation of any federal
 or state securities or commodities law or regulation, any law or regulation respecting financial
 institutions or insurance companies including, but not limited to, a temporary or permanent
 injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent
 cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
 mail or wire fraud or fraud in connection with any business entity; or

 •

 been
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended
 or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange
 Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act),
 or any equivalent exchange, association, entity or organization that has disciplinary authority
 over its members or persons associated with a member.

 Board
Committees

 As
of June 30, 2023, the Company did not currently maintain a board of directors that is composed of a majority of "independent"
directors. The Company does not expect to initially appoint an audit committee, nominating committee and/or compensation committee, or
to adopt charters relative to each such committees.

 Code
of Business Conduct and Ethics

 We have
not adopted a Code of Business Conduct and Ethics.

 Limitation
of Directors Liability and Indemnification

 We
do not have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their
services to us, including matters arising under the Securities Act, although we intend to acquire such insurance. Florida law and our
bylaws provide that we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or
directors, is involved in a legal proceeding of any nature.

 There
is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be
required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and
the most highly-compensated executive officers (other than the chief executive officer) who were serving as executive officers as of
June 30, 2023 for services rendered in all capacities to us for the fiscal years ended June 30, 2023, 2022 and 2021.

 Name and Principal
 Position

 Year

 Salary

 ($)

 Bonus

 ($)

 Option
 Awards

 ($)

 Non-equity

 incentive plan compensation

 ($)

 Change
 in pension value and nonqualified deferred compensation earnings

 ($)

 All Other
 Compensation

 ($)

 Total

 ($)

 Johnny

 2023

 106,000

 106,000

 CEO,
 CFO, Director

 2022

 159,000

 159,000

 Tom

 2023

 2022

 Geoff
 Stanbury

 2023

 2022

 Employment
and Consulting Agreements

 None

 Outstanding
Equity Awards at Fiscal Year-End Table

 The following
table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding stock options
held as of June 30, 2023.

 Option
 Awards

 Name

 of
 securities
 underlying
 unexercised
 options (#)
 exercisable

 of
 securities
 underlying
 unexercised
 options (#)
 unexercisable

 Option

 exercise
 price ($) 1

 Option

 expiration
 date

 600,000

 $
 0.05

 August 3, 2023

 Tom Forzani

 250,000

 $
 0.05

 August 3, 2023

 Geoff Stanbury

 150,000

 $
 0.05

 August 3, 2023

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The following
table sets forth the number of shares of common stock beneficially owned as of June 30, 2023 by:

 •

 each
 of our stockholders who is known by us to beneficially own 5% or more of our common stock;

 •

 each
 of our executive officers;

 •

 each
 of our directors; and

 •

 all
 of our directors and current executive officers as a group.

 Beneficial
ownership is determined based on the rules and regulations of the Commission. A person has beneficial ownership of shares if such individual
has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership
in the following table is based on the total of 220,009,575 shares of common stock outstanding as of June 30, 2023. In computing the
number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject
to options or warrants held by that person and exercisable as of, or within 60 days of, June 30, 2023. These shares, however, are not
counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the
footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive
power with respect to the shares of common stock set forth opposite that person's name. Unless indicated below, the address of
each individual listed below is c/o Forza Innovations, Inc. 30 Forzani Way NW, Calgary, Alberta T3Z 1L5.

 Name of Beneficial
 Owner

 of Shares Beneficially Owned

 Percentage
 of Shares Beneficially Owned

 170,600,000

 77.5
 %

 Tom Forzani

 250,000

 (1
)

 Geoff Stanbury

 150,000

 (1
)

 All Officers and Directors

 170,950,000

 77.7
 %

 (1) less
than 1%

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 None.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 BF
Borgers CPA PC served as our independent registered public accounting firm for the 2023 fiscal year and Michael Gillespie & Associates,
PLLC served as our independent registered public accounting firm for the 2022 fiscal year. The following table shows the fees
that were billed for the audit and other services provided by these firms for 2023 and 2022 fiscal years.

 2023

 2022

 Audit Fees

 $
 38,500

 $
 36,600

 Audit-Related Fees

 $
 -0-

 $
 -0-

 Tax Fees

 $
 -0-

 $
 -0-

 All Other Fees

 $
 -0-

 $
 -0-

 Total

 $
 38,500

 $
 36,600

 Audit
Fees — This category includes the audit of our annual financial statements, review of financial statements included in our
Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection
with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as
a result of, the audit or the review of interim financial statements.

 Audit-Related
Fees — This category consists of assurance and related services by the independent registered public accounting firm that are
reasonably related to the performance of the audit or review of our financial statements and are not reported above under "Audit
Fees." The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities
and Exchange Commission and other accounting consulting.

 Tax
Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax
compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 All
Other Fees — This category consists of fees for other miscellaneous items.

 Our
Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm. Under
the procedure, the Board approves the engagement letter with respect to audit, tax and review services. Other fees are subject
to pre-approval by the Board, or, in the period between meetings, by a designated member of Board. Any such approval by the
designated member is disclosed to the entire Board at the next meeting.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1)
Financial Statements.

 The response
to this portion of Item 15 is set forth under Item 8 hereof.

 (a)(2)
Financial Statement Schedules.

 All schedules
have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto.

 (a)(3)
Exhibits.

 The exhibits
listed below are filed as part of this Annual Report on Form 10-K.

 Exhibit
 No.

 Description

 3.1

 Articles of Incorporation of the Registrant (1)

 3.2

 Articles of Amendment (1)

 3.3

 Bylaws of the Registrant (1)

 10.1

 Form of Share Lock Up Period (1)

 23.1

 Consent
 of PCAOB registered Audit Firm

 31.1*

 Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

 32.1*

 Certification by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

 101.INS*

 Instance Document

 101.SCH*

 Taxonomy Extension Schema

 101.CAL*

 Taxonomy Extension Calculation Linkbase

 101.DEF*

 Taxonomy Extension Definition Linkbase

 101.LAB*

 Taxonomy Extension Label Linkbase

 101.PRE*

 Taxonomy Extension Presentation Linkbase

 * Filed
herewith

 (1) Incorporated
by reference from Form S-1 filed on August 31, 2016 and as amended until December 23, 2016.

 (2) Incorporated
by reference from Form 8-K filed on November 20, 2016.

 (3) Incorporated
by reference from Form 8-K filed on November 22, 2016.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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:
 January 17, 2024

 By:

 /s/

 Johnny

 President,
 Chief Financial Officer, Treasurer, Chief Financial Officer, Secretary

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 President,
 Chief Financial Officer, Treasurer, Chief Financial Officer, Secretary, Director

 January
 17, 2024

 Johnny

 /s/
 Tom Forzani

 January
 17, 2024

 Tom

 /s/
 Geoff Stanbury

 January
 17, 2024

 Geoff
 Stanbury

 FORZA

TO CONSOLIDATED FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm

 Consolidated
 Balance Sheets as of June 30, 2023 and 2022

 Consolidated
 Statements of Operations for the years ended June 30, 2023 and 2022

 Consolidated
 Statements of Stockholders' Equity (Deficit) for the year ended June 30, 2023 and 2022

 Consolidated
 Statements of Cash Flows for years ended June 30, 2023 and 2022

 Notes
 to the Consolidated Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the shareholders and the board of directors
of Forza Innovations Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets
of Forza Innovations Inc. as of June 30, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022,
and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted
in the United States.

 Substantial Doubt about the Company's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has
suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience
negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matter

 Critical audit matters are matters arising
from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee
and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments.

 We determined that there are no critical audit
matters.

 /S/
BF Borgers CPA PC

 BF
Borgers CPA PC (PCAOB ID 5041)

 We
have served as the Company's auditor since 2021

 Lakewood,
CO

 January 17, 2024

 F- 2

 FORZA

 CONSOLIDATED BALANCE SHEETS

 June
 30, 2023

 June
 30, 2022

 ASSETS

 Current assets:

 Cash

 $
 —

 $
 295,914

 Prepaid

 —

 5,130

 Notes receivable, net
 of allowance of $ 46,987 and $ 0, respectively

 —

 —

 Total current assets

 —

 301,044

 Machinery and equipment, net

 155,599

 Deposit

 —

 5,913

 Total long term assets

 161,512

 Total Assets

 $

 $
 462,556

 LIABILITIES AND
 STOCKHOLDERS' EQUITY (DEFICIT)

 Current liabilities:

 Accounts payable and accrued
 liabilities

 $
 110,792

 $
 49,972

 Accrued interest

 284,092

 129,564

 Convertible notes payable,
 net of discount of $ 256,653 and $ 424,889, respectively

 1,787,069

 905,111

 Derivative liability

 2,475,446

 662,982

 Loan payable

 22,729

 22,729

 Due
 to related party

 19,306

 19,406

 Total current liabilities

 4,699,434

 1,789,764

 Total liabilities

 4,699,434

 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

 Common stock, $ 0.001 par value, 100,000,000,000
 shares authorized; 1,421,744,158 and 220,009,575 shares issued and outstanding, respectively

 1,421,744

 220,009

 Common stock to be issued

 26,531

 26,231

 Additional paid-in capital

 4,884,639

 4,611,790

 Accumulated deficit

 ( 10,950,944
)

 ( 6,195,238
)

 Total stockholders' deficit

 ( 4,608,030
)

 ( 1,327,208
)

 Total Liabilities and
 Stockholders' Deficit

 $

 $
 462,556

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

 F- 3

 FORZA

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 For
 the Years Ended June 30,

 2023

 2022

 Revenue

 $
 114,596

 $
 25,871

 Cost of revenue

 26,897

 2,792

 Gross margin

 87,699

 23,079

 Operating Expenses:

 General & administrative
 expenses

 299,117

 152,315

 Advertising and marketing

 31,405

 111,527

 Compensation expense

 475,110

 319,857

 Professional fees

 208,725

 270,318

 Stock
 based compensation

 —

 1,068,731

 Total operating expenses

 1,014,357

 1,922,748

 Loss from operations

 ( 926,658
)

 ( 1,899,669
)

 Other income (expense):

 Interest revenue

 —

 Interest expense

 ( 234,219
)

 ( 150,351
)

 Loss on issuance of convertible
 debt

 ( 165,729
)

 ( 1,165,877
)

 Loss on conversion of debt

 ( 212,590
)

 —

 Change in fair value of derivatives

 ( 1,383,120
)

 967,422

 Debt discount amortization

 ( 1,389,565
)

 ( 377,426
)

 Early payment penalty

 ( 12,150
)

 ( 41,057
)

 Penalty expense for convertible
 debt

 (346,000
)

 —

 Loss on disposal of assets

 ( 86,412
)

 ( 10,750
)

 Impairment
 expense

 —

 ( 22,800
)

 Total other expense

 ( 3,829,048
)

 ( 800,839
)

 Loss before income taxes

)

)

 Provision for income taxes

 —

 —

 Net Loss

 $
)

 $
)

 Net loss per common
 share, basic & diluted

 $
 ( 0.01
)

 $
 ( 0.01
)

 Weighted common shares
 outstanding, basic & diluted

 770,884,033

 286,360,095

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

 F- 4

 FORZA

 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

 FOR THE YEARS ENDED JUNE 30, 2022 AND 2023

 Common
 Shares

 Common
 Stock

 Preferred

 Shares

 Preferred
 Stock

 Paid
 in Capital

 Common
 stock to be Issued

 Accumulated
 Deficit

 Total

 Balance, June 30, 2021

 281,000,000

 $
 281,000

 10,000,000

 $

 $
 2,921,000

 $
 —

 $
 ( 3,494,730
)

 $
 ( 282,730
)

 Shares issued for conversion of debt

 26,608,313

 26,608

 —

 —

 332,244

 —

 —

 358,852

 Options exercised – related party

 500,000

 —

 —

 23,543

 —

 —

 24,043

 Fair value of options granted for compensation
 – related party

 —

 —

 —

 —

 854,550

 —

 —

 854,550

 Shares issued for acquisition

 —

 —

 —

 —

 —

 22,800

 —

 22,800

 Shares issued for cash

 5,000,000

 5,000

 —

 —

 31,005

 —

 —

 36,005

 Shares granted for services

 1,201,262

 1,201

 —

 —

 34,837

 —

 —

 36,038

 Shares granted for financing costs

 5,700,000

 5,700

 —

 —

 205,050

 3,431

 —

 214,181

 Fair value of warrants granted with debt issuance

 —

 —

 —

 —

 109,561

 —

 —

 109,561

 Shares cancelled – related party

 ( 100,000,000
)

 ( 100,000
)

 —

 —

 100,000

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 —

)

)

 Balance, June 30, 2022

 220,009,575

 220,009

 10,000,000

 4,611,790

 26,231

 ( 6,195,238
)

 ( 1,327,208
)

 Shares issued for conversion of debt

 1,101,734,583

 1,101,735

 —

 —

 ( 50,661
)

 —

 —

 1,051,074

 Fair value with debt issuance of warrants granted

 —

 —

 —

 —

 423,510

 —

 —

 423,510

 Shares issues – related party

 100,000,000

 100,000

 —

 —

 ( 100,000
)

 —

 —

 —

 Shares issues – commitment fee

 —

 —

 —

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 —

)

)

 Balance, June 30, 2023

 1,421,744,158

 $
 1,421,744

 10,000,000

 $

 $
 4,884,639

 $
 26,531

 $
 ( 10,950,944
)

 $
 ( 4,608,030
)

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

 F- 5

 FORZA

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For
 the Years Ended June 30,

 2023

 2022

 Cash flows from operating activities:

 Net Loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash
 used by operating activities:

 Depreciation and amortization

 60,091

 36,021

 Debt discount amortization

 1,389,564

 377,426

 Loss on issuance of convertible
 debt

 165,729

 1,165,877

 Change in fair value of
 derivatives

 1,383,120

 ( 967,422
)

 Loss on conversion of
 debt

 212,590

 —

 Penalty expense for
 convertible debt

 346,000

 —

 Common stock issued for
 services

 250,219

 Fair
 value of options granted for compensation – related party

 —

 854,550

 Fair value of warrants
 granted with debt issuance

 110,361

 Bad debt expense

 46,987

 —

 Loss on disposal of
 assets

 86,412

 10,750

 Loss on disposition
 of assets and liabilities

 —

 22,800

 Changes in operating assets and liabilities:

 Prepaids

 5,130

 ( 5,130
)

 Other assets

 5,913

 ( 5,913
)

 Accounts payable and accrued liabilities

 60,819

 11,218

 Accrued interest

 229,516

 127,606

 Net cash used by operating
 activities

 ( 763,535
)

 ( 712,145
)

 Cash flows from investing activities:

 Purchase of property
 and equipment

 ( 82,309
)

 ( 75,612
)

 Loans
 receivable

 ( 46,250
)

 —

 Net cash used by investing
 activities

 ( 128,559
)

 ( 75,612
)

 Cash flows from financing activities:

 Advances from related party

 —

 27,088

 Repayment of related party loans

 ( 100
)

 ( 62,516
)

 Proceeds from convertible debt

 876,280

 1,410,374

 Repayment of convertible debt

 ( 280,000
)

 ( 365,000
)

 Proceeds from sale of common stock

 —

 36,005

 Proceeds from the exercise
 of options

 —

 24,043

 Net cash provided by financing
 activities

 596,180

 1,069,994

 Net change in cash

 ( 295,914
)

 282,237

 Cash, beginning of year

 295,914

 13,677

 Cash, end of year

 $
 —

 $
 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

 $
 461,050

 $
 340,691

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

 F- 6

 FORZA

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 JUNE
30, 2023

 NOTE
1 - NATURE OF OPERATIONS

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

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

 F- 7

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
Company's consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP").

 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 June 30, 2023 and 2022.

 Principles
of Consolidation

 The
accompanying consolidated financial statements for the years ended June 30, 2023 and 2022, include the accounts of the Company and its
wholly owned subsidiary, Sustainable Origins. All material inter-company transactions have been eliminated in
consolidation.

 Property,
Plant and Equipment

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

 Derivative
Financial Instruments

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

 F- 8

 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
June 30, 2023 and 2022:

 Schedule of fair value hierarchy

 June 30, 2023

 Description

 Level 1

 Level 2

 Level 3

 Derivative

 $
 —

 $
 —

 $
 2,475,446

 Total

 $
 —

 $
 —

 $
 2,475,446

 June 30, 2022

 Derivative

 $
 —

 $
 —

 $
 662,982

 Total

 $
 —

 $
 —

 $
 662,982

 Income
Taxes

 Income
taxes are provided for the tax effects of the transactions reported in the financial statements and consist of taxes currently due
plus deferred taxes related primarily to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the
future tax return consequences of these differences, which will either be taxable or deductible when assets and liabilities are recovered
or settled, as well as operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation
allowance is established against deferred tax assets when in the judgment of management, it is more likely than not that such deferred
tax assets will not become available. Because the judgment about the level of future taxable income is dependent to a great extent on
matters that may, at least in part, be beyond the Company's control, it is at least reasonably possible that management's
judgment about the need for a valuation allowance for deferred taxes could change in the near term.

 Tax
benefits are recognized only for tax positions that are more likely than not to be sustained upon examination by tax authorities. The
amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon settlement.
A liability for "unrecognized tax benefits" is recorded for any tax benefits claimed in the Company's tax returns that
do not meet these recognition and measurement standards. As of June 30, 2023, and 2022, no
 liability for unrecognized tax benefits was required
to be reported.
 Revenue
Recognition

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

 •

 Identification
 of a contract with a customer;

 •

 Identification
 of the performance obligations in the contract;

 •

 Determination
 of the transaction price;

 •

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

 •

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

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

 Basic
and Diluted Loss Per Share

 Net
income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic
net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common
stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by
the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period. The
weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated
as of the beginning of the first period presented. As of June 30, 2023, there are warrants to purchase up to 951,950,000
shares of common stock, options to purchase up to 1,000,000
shares of common stock and approximately 14,000,000,000
(14 Bil) dilutive shares of common stock from convertible notes payable. As of June 30, 2022, there are warrants to purchase up to 1,90,000 shares of common stock, options to purchase up to 1,000,000
shares of common stock and approximately 106,000,000 dilutive shares of common stock from convertible notes payable. As of June 30,
2023 and 2022, the Company's diluted loss per share is the same as the basic loss per share, as the inclusion of any potential
shares would have had an anti-dilutive effect due to the Company generating a loss.

 F- 9

 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 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 June 30,
2023, the Company has limited revenue and an accumulated deficit of $ 10,950,944.

 While the Company believes in the viability of its strategy
to produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company
to continue as a going concern is dependent upon the Company's ability to further implement its business plan and generate sufficient
revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue
as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate revenues
provide the opportunity for the Company to continue as a going concern.

 NOTE 4 – LOANS RECEIVABLE

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

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

 NOTE
5 – MACHINERY AND EQUIPMENT

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

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

 F- 10

 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.

the year ended June 30, 2023, the Company wrote of certain property and equipment no longer in use, resulting in a loss on disposal of
$ 86,412.

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

 Property, Plant & Equipment

 June 30, 2023

 June 30, 2022

 Machinery and Equipment

 $
 88,387

 $
 150,483

 Office Equipment

 3,097

 3,097

 Vehicles

 38,122

 41,720

 Less: accumulated depreciation

 ( 38,202
)

 ( 39,701
)

 Property and equipment, net

 $

 $
 155,599

 Depreciation
expense

 Depreciation
expense for the years ended June 30, 2023 and 2022 was $ 60,091
 and $ 36,021,
respectively.

 NOTE
6 – CONVERTIBLE NOTES PAYABLE

the year ended June 30, 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

June 30, 2023

 Fast Capital LLC
 (1)

 10/26/2021

 10/26/2022

 %

 $
 30,000

 $
 —

 $
 ( 30,000
)

 $
 —

 ONE44 Capital LLC (3)

 1/13/2022

 1/13/2023

 %

 $
 160,000

 $
 —

 $
 ( 37,600
)

 $
 122,400

 Mast Hill Fund, L.P. (4)

 1/20/2022

 1/20/2023

 %

 $
 350,000

 $
 250,000

 $
 ( 297,688
)

 $
 302,312

 Sixth Street Lending LLC (5)

 2/1/2022

 2/1/2023

 %

 $
 80,000

 $
 —

 $
 ( 80,000
)

 $
 —

 ONE44 Capital LLC (3)

 3/22/2022

 3/22/2023

 %

 $
 120,000

 $
 —

 $
 —

 $
 120,000

 Sixth Street Lending LLC (5)

 4/13/2022

 4/13/2023

 %

 $
 55,000

 $
 —

 $
 ( 55,000
)

 $
 —

 1800 Diagonal Lending LLC
 (5)

 5/23/2022

 5/23/2023

 %

 $
 55,000

 $
 —

 $
 ( 55,000
)

 $
 —

 Coventry Enterprises, LLC
 (2)

 6/3/2022

 6/3/2023

 %

 $
 480,000

 $
 96,000

 $
 —

 $
 576,000

 1800 Diagonal Lending LLC
 (5)

 7/26/2022

 7/26/2023

 %

 $
 —

 $
 59,250

 $
 ( 10,550
)

 $
 48,700

 Mast Hill Fund, L.P. (6)

 9/19/2022

 9/19/2023

 %

 $
 —

 $
 290,000

 $
 —

 $
 290,000

 1800 Diagonal Lending LLC
 (5)

 11/11/2022

 11/11/2023

 %

 $
 —

 $
 44,250

 $
 —

 $
 44,250

 Mast Hill Fund, L.P. (7)

 12/16/2022

 12/16/2022

 %

 $
 —

 $
 233,000

 $
 ( 100,000
)

 $
 133,000

 Mast Hill Fund, L.P. (8)

 1/13/2023

 12/16/2022

 %

 $
 —

 $
 347,060

 $
 —

 $
 347,060

 Coventry
 Enterprises, LLC (9)

 5/12/2023

 5/12/2024

 %

 $
 —

 $
 60,000

 $
 —

 $
 60,000

 Total

 $
 1,330,000

 $
 1,379,560

 $
 ( 665,838
)

 $
 2,043,722

 Less debt
 discount

 $
 ( 424,889
)

 $
 ( 256,653
)

 notes payable, net

 $
 905,111

 $
 1,787,069

 Conversion Terms

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

 (2)
 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)
 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)
 at $0.0015

 (7)
 at $0.0007

 (8)
 at $0.0003

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

 Total
accrued interest on the above convertible notes as of June 30, 2023, is $ 180,685.

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

 Schedule of derivative liability

 Balance at June 30, 2021

 —

 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

 806,026

 Decrease to derivative due to conversions

 ( 376,682
)

 Derivative loss due to mark to market adjustment

 1,383,120

 Balance at June 30, 2023

 $
 2,475,446

 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 June 30, 2022, is as follows:

 Schedule of fair value hierarchy

 Inputs

 June 30, 2023

 Initial
 Valuation

 Stock price

 $
 0.0002

 $ 0.0014 – 0.0086

 Conversion price

 $
.0001

 $ 0.0006 - 0.0049

 Volatility (annual)

 510.66 % – 521.39 %

 210.52 % - 237.49 %

 Risk-free rate

 5.43 %

 2.51 % - 4.59 %

 Dividend rate

 —

 —

 Years to maturity

.25 –.37

 F- 12

 NOTE
7 - NOTE PAYABLE

 On
November 5, 2017, to fund its working capital requirements the Company obtained a Special Line of Credit ("LOC") also
recognized as a Blanket Secured Promissory Note for the total draw down amount of up to $ 500,000, from Twiga Capital Partners, LLC ("TCP"),
an entity controlled by the Company's former sole officer and largest stockholder, Shefali Vibhakar. This Note is secured by all
of the assets of the Company in accordance with the Security Agreement by and between the Company and the Holder dated as of November
5, 2017. The LO

 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 June 30, 2023 and June 30, 2022, the Company owed $ 22,729 and $ 22,729 of principal and $ 20,940 and $ 19,796 of accrued interest,
respectively.

 NOTE
8 – COMMON STOCK

 On
October 20, 2021, the Company issued Tangiers Global, LLC ("Tangiers") 25,000 shares
of its Common Stock as a commitment fee for a financing agreement that the Company will no longer be utilizng. The shares were valued at
$ 0.1373,
the closing price on the date of grant for total non-cash expense of $ 3,431.
As of June 30, 2022, the shares have not yet been issued by the transfer agent and are disclosed as common stock to be
issued.

the year ended June 30, 2022, Tangiers converted $ 205,691 of principal and interest into 11,608,313 shares of common stock, converting
the Note in full.

the year ended June 30, 2022, Front Row Seating Inc. converted $ 100,000 of principal into 10,000,000 shares of common stock (see Note
6).

 F- 13

 On
January 5, 2022, the Company entered into a securities purchase agreement with Coventry Enterprises, LLC ("Coventry"). Pursuant
to the terms of the agreement, the Company issued 200,000 shares of common stock to Coventry. The shares were valued at $ 0.085, the closing
stock price on the date of grant, for total non-cash expense of $ 17,000.

 On
January 20, 2022, the Company entered into a securities purchase agreement with Mast Hill Fund, L.P., ("Mast Hill"). Pursuant
to the terms of the agreement, the Company issued 2,500,000 shares of common stock to Mast Hill for a commitment fee. The shares were
valued at $ 0.0589, the closing stock price on the date of grant, for total non-cash expense of $ 147,250.

the year ended June 30, 2022, Mast Hill purchased 5,000,000
shares of common stock for total cash payment of $ 36,005.

the year ended June 30, 2022, Fast Capital. LLC converted $ 35,000
of their note payable into 5,000,000
shares of common stock.

 The
Company entered into a Marketing Services Agreement dated as of April 14, 2022 (the "Agreement") with North Equities Corp.
("North Equities") to provide marketing services to the Company. Pursuant to the terms of the Agreement, the Company issued
 1,201,262
 shares of common stock to North Equities. The
shares were valued at $ 0.03,
the closing stock price on the date of grant, for total non-cash expense of $ 36,038.
Q1 FY 2023, Fast Capital LLC converted $ 30,000 and $ 4,550 of principal and interest, respectively, into 11,328,868 shares of common stock.

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

 Q1 FY 2023, 1800 Diagonal Lending converted $ 80,000 and $ 4,626 of principal and interest, respectively, into 34,739,138 shares of common
stock.

Q1 FY 2023, 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.

Q2 FY 2023, 1800 Diagonal Lending converted $ 110,000 and $ 5,500 of principal and interest, respectively, into 186,262,331 shares of common
stock.

Q2 FY 2023, 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.

Q3 FY 2023, 1800 Diagonal Lending converted $ 10,550 of principal, into 87,916,334 shares of common stock.

Q3 FY 2023, 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 $ 32,718.

Q3 FY 2023, One44 Capital LLC converted $ 19,300 and $ 2,193 of principal and interest, respectively, into 179,112,333 shares of common
stock.

Q4 FY 2023, One44 Capital LLC converted $ 3,300 and $ 411 of principal and interest, respectively, into 61,856,167 shares of common stock.

Q4 FY 2023, Mast Hill Fund, L.P converted $ 15,600 of interest into 130,000,000 shares of common stock. The Company recognized a loss
on conversion of debt of $ 3,590.

 NOTE
9 – PREFERRED STOCK

 On September 7, 2022, the Company filed with
the Secretary of State of the State of Wyoming, an Articles of Amendment (the "Amendment") designating the terms, preferences
and rights of the 25,000,000 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
10 - RELATED PARTY TRANSACTIONS

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

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

 On
June 8, 2022, Mr. Forzani agreed to cancel and return to treasury 100,000,000 shares of
common stock issued in his name. The shares were cancelled in order to allow for enough shares to reserve pursuant to the terms of a
the Promissory Note with Coventry Enterprises, LLC dated June 3, 2022.

 NOTE
11– 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. On July 25, 2022, the Company reissued the 100,000,000 shares of common stock that were
previously cancelled by Mr. Forzani. There was no impact to the Company's Statement of Operations for either the cancellation or
the re-issuance of the shares.

 Mr.
Forzani has advanced the Company funds for general operating expenses, the advances are non-interest bearing and due on demand. As of
 June 30, 2023 and 2022, the Company owes Mr. Forzani $ 19,306 and $ 19,406,
respectively.

 F- 14

 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 June 30, 2023

 1,000,000

 $
 0.05

 —

 Options exercisable at June 30, 2023

 1,000,000

 $
 0.05

 $
 —

 Schedule of range of exercise
 prices

 Range
 of Exercise Prices

 Outstanding
 6/30/2023

 Remaining Contractual
 Life

 Exercise Price

 $
 0.05

 1,000,000

.41
 years

 $
 0.05

 NOTE
12 – WARRANTS

 On
September 23, 2022, the Company, closed a Securities Purchase Agreement (the "Purchase Agreement") with Mast Hill Fund, L.P.,
a Delaware limited partnership ("Mast Hill"), dated as of September 19, 2022, pursuant to which the Company issued Mast Hill
a convertible promissory note in the principal amount of $ 290,000
 (the "Note"), a five-year warrant
to purchase up to 100,000,000
 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 and debt discount to be amortized over the term of the loan.

 On January 13, 2023, the Company, closed a Securities
Purchase Agreement (the "Purchase Agreement") with Mast Hill, pursuant to which the Company issued Mast Hill a convertible
promissory note in the principal amount of $ 347,000 (the "Note"), a five-year warrant to purchase up to 347,000,000 shares
of common stock at a price of $ 0.001 per share (the "First Warrant") and a warrant to purchase up to 148,000,000 shares of
common stock at a price of $ 0.003 per share (the "Second Warrant"). The second warrant is only exercisable upon an "Event
of Default" as defined in the Note.

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

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

 Schedule
 of warrant outstanding

 Exercise
 Price

 Aggregate

 Intrinsic
 Value

 outstanding at June 30, 2021

 —

 $
 —

 —

 Granted

 1,950,000

 $
 0.44

 —

 Exercised

 —

 $
 —

 —

 Expired

 —

 $
 —

 —

 outstanding at June 30, 2022

 1,950,000

 $
 0.44

 —

 Granted

 455,000,000

 $
 0.004

 —

 Exercised

 $
 —

 —

 Expired

 $
 —

 —

 outstanding at June 30, 2023

 456,950,000

 $ 0.004

 —

 exercisable at June 30, 2023

 456,950,000

 $ 0.004

 $
 —

 Schedule of range of exercise
 prices

 Range
 of Exercise Prices

 Outstanding
 3/31/2023

 Remaining Contractual
 Life

 Exercise Price

 $ 0.0015
 -
 0.44

 201,950,000

 4.72
 years

 $
 0.004

 F- 15

 NOTE
13 – INCOME TAXES

 Deferred
taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating
loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets
will not be realized. The Company has evaluated Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of
the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the
date of enactment. The U.S. federal income tax rate of 21 % is being used for the fiscal year ended June 30, 2023 and 2022.

 Net
deferred tax assets consist of the following components as of June 30:

 Schedule of net deferred tax assets

 2023

 2022

 Deferred Tax Assets:

 NOL Carryover

 $
 2,299,000

 $
 1,301,000

 Deferred tax liabilities:

 Less valuation allowance

 ( 2,299,000
)

 $
 ( 1,301,000
)

 Net deferred tax assets

 $
 —

 $
 —

 The
income tax provision differs from the amount of income tax determined by applying the U.S. federal income tax rate to pretax income from
continuing operations for the period ended June 30, due to the following:

 Schedule of income tax provision

 2023

 2022

 Federal income tax benefit attributable to:

 Current operations

 $
 ( 998,000
)

 $
 ( 567,000
)

 Less: Valuation allowance

 998,000

 567,000

 Net provision for Federal income taxes

 $
 —

 $
 —

 At
June 30, 2023, the Company had net operating loss carry forwards of approximately $ 2,299,000 that may be offset against future taxable
income from the year 2024 to 2042. No tax benefit has been reported in the June 30, 2023 financial statements since the potential tax
benefit is offset by a valuation allowance of the same amount.

 Due
to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting
purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carry forwards may be limited as to
use in future years.

 F- 16

 NOTE
14 - SUBSEQUENT EVENTS

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

 Subsequent
to June 30, 2023, Mast Hill converted $ 36,024 of accrued interest into 300,200,000 shares of common stock.

 Subsequent
to June 30, 2023, 1800 Diagonal converted $ 4,795 of principal into 78,600,000 shares of common stock.

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

 F- 17