UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

_________________

FORM 10-Q

_________________

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

For the quarterly period ended: December 31, 2017 2023

or

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

_________________FORZA INNOVATIONS, INC.

GENESYS INDUSTRIES, INC.

_________________

FloridaWyoming333-213387000-5613130-0852686
(State or Other Jurisdiction(Commission(I.R.S. Employer
of Incorporation or Organization)File Number)Identification No.)

1914 24th Ave E Palmetto, Florida 34221406 9th Avenue
, Suite 210, San Diego, California 92101
(Address of Principal Executive Offices) (Zip Code)

941-722-3600(702
) 205-2064
(Registrant’s telephone number, including area code)

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

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

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

Yes ☐ ☒  No 

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

Large accelerated filer ☐

Accelerated Filer

Accelerated filer Filer

Non-accelerated filer ☐Filer☒ Smaller reporting company 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. ☒Act ☐

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

Yes ☐  No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:  As of January 26, 2018,April 25, 2024, the issuer had 17,555,000 2,521,830,499 shares of its common stock issued and outstanding.

 1 

 

FORZA INNOVATIONS INC.

TABLE OF CONTENTS

PART I 
Item 1.Condensed Unaudited Financial Statements3
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations1016
Item 3.Quantitative and Qualitative Disclosures About Market Risk1218
Item 4.Controls and Procedures1218
PART II 
Item 1.Legal Proceedings1219
Item 1A.Risk Factors1219
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1219
Item 3.Defaults Upon Senior Securities1219
Item 4.Mining Safety Disclosures1319
Item 5.Other Information1319
Item 6.Exhibits1419
Signatures1520

 2 

 

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GENESYS INDUSTRIES,FORZA INNOVATIONS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 20172023

CondensedConsolidated Balance Sheets as of December 31, 20172023 (Unaudited) and June 30, 2017 (Unaudited)2023 (Audited)4
CondensedConsolidated Statements of Operations for the three and six months ended December 31, 20172023 and 20162022 (Unaudited)5
CondensedConsolidated Statements of Stockholders’ Equity (Deficit) for the three and six months ended December 31, 2023 and 2022 (Unaudited)6
Consolidated Statements of Cash Flows for the six months ended December 31, 20172023 and 20162022 (Unaudited)67
Notes to the CondensedConsolidated Financial Statements (Unaudited)78

 3 

 

FORZA INNOVATIONS INC.

CONSOLIDATED BALANCE SHEETS

GENESYS INDUSTRIES, INC.

CONDENSED BALANCE SHEETS

(Unaudited)

 
 
  

December 31,

2017

 

June 30,

2017

ASSETS    
Current assets:        
Cash $10,190  $20,844 
Total current assets  10,190   20,844 
Website development, net  206   514 
Leasehold improvements, net  15,727   —   
Deposit  7,500   —   
Total assets $33,623  $21,358 
         
 LIABILITIES AND STOCKHOLDERS' DEFICIT        
Current liabilities:        
Accounts payable and accrued liabilities $524  $701 
Accrued rent, related party  10,000   —   
Accrued interest, related party  243   —   
Due to related party  37,748   6,190 
Total current liabilities  48,515   6,891 
Total liabilities  48,515   6,891 
Stockholders' equity (deficit):        
Class B Preferred stock, $0.001 par value, 25,000,000 shares authorized; 10,000,000 and 10,000,000 issued and outstanding, respectively  10,000   10,000 
Common stock, $0.001 par value, 100,000,000 shares authorized; 17,555,000 and 17,545,000 shares issued and outstanding, respectively  17,555   17, 545 
Additional paid-in capital  44,945   43,955 
Accumulated deficit  (87,392)  (57,033)
Total stockholders' equity (deficit)  (14,892)  14,467 
Total liabilities and stockholders' equity $33,623  $21,358 

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

 

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

 4 

 

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

GENESYS INDUSTRIES, INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

        
 For the Three Months Ended
December 31,
 For the Six Months Ended
December 31,
 For the Three months Ended December 31, For the Six Months Ended December 31,
 2017 2016 2017 2016 2023 2022 2023 2022
Revenue $1,357  $—    $1,557  $1,357  $7,756  $31,615  $39,989  $60,598 
Cost of revenue  733   —     733   698   14   20,760   1,442   26,200 
Gross Margin  624   —     824   659 
Gross margin  7,742   10,855   38,547   34,398 
                
Operating Expenses:                                
General & administrative expenses  13,558   80,254   29,067   143,584 
Advertising and marketing  —     12,415   —     29,517 
Compensation expense  6,860   165,208   15,180   350,004 
Professional fees  3,875   3,875   8,375   8,125   4,659   76,198   13,159   159,140 
General & administrative expenses  15,002   1,768   22,565   2,559 
Stock based compensation  —     108,769   —     297,444 
Total operating expenses  18,877   5,643   30,940   10,684   25,077   442,844   57,406   979,689 
                                
Loss from operations  (18,253)  (5,643)  (30,116)  (10,025)  (17,335)  (431,989)  (18,859)  (945,291)
                                
Other expense:                
Other income (expense):                
Interest expense  (243)  —     (243)  —     (65,853)  (21,244)  (126,812)  (80,389)
Total other expense  (243)  —     (243)  —   
Loss on issuance of convertible debt  (6,137)  (46,750)  (6,137)  (85,083)
Loss on conversion of debt  (10,800)  (155,441)  (44,106)  (176,281)
Change in fair value of derivatives  1,080,596   5,161   676,231   (578)
Gain on conversion of debt            4,507      
Loss on disposal of assets  (13,968)       (13,968)     
Debt discount amortization  (87,747)  (199,679)  (240,201)  (400,323)
Early payment penalty       (12,150)       (12,150)
Total other income (expense)  896,091   (430,103)  249,514   (754,804)
                                
Loss before income taxes  (18,496)  (5,643)  (30,359)  (10,025)
Income (loss) before income taxes  878,756   (862,092)  230,655   (1,700,095)
                                
Provision for income taxes  —     —     —     —     —     —     —     —   
                                
Net Loss $(18,496) $(5,643) $(30,359) $(10,025)
Net Income (Loss) $878,756  $(862,092) $230,655  $(1,700,095)
                                
Net Loss Per Common Share, basic & diluted $0.00  $0.00  $0.00  $0.00 
Net income (loss) per common share, basic & diluted $0.00  $(0.00) $0.00  $(0.01)
                                
Weighted Common Shares Outstanding, basic & diluted  17,555,000   17,000,000   17,555,000   17,000,000 
Weighted common shares outstanding, basic  1,812,295,162   533,855,996   1,651,851,927   425,035,657 
Weighted common shares outstanding, diluted  10,424,245,162   533,855,996   10,263,801,927   425,035,657 

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

 5 

 

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

GENESYS INDUSTRIES, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

 
 
  For the Six Months Ended
December 31,
  2017 2016
Cash flows from operating activities:        
Net Loss $(30,359) $(10,025)
Adjustments to reconcile net loss to net cash used in operating activities:        
Amortization expense  308   309 
Depreciation expense  166   —   
Changes in operating assets and liabilities:        
Other assets  (7,500)  —   
Accounts payable  (177)  (6,839)
Accruals, related party  10,243   —   
Net cash used in operating activities  (27,319)  (16,555)
Cash flows from investing activities:        
Leasehold improvements  (15,893)  —   
Net cash used in investing activities  (15,893)  —   
Cash flows from financing activities:        
Advances from a related party  31,558   1,800 
Proceeds from the sale of common stock  1,000   16,900 
Net cash provided by financing activities  32,558   18,700 
         
Net change in cash  (10,654)  2,145 
Cash, beginning of period  20,844   100 
Cash, end of period $10,190  $2,245 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest $—    $—   
Cash paid for taxes $—    $—   

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

(Unaudited)

                 
  Common Shares Common Stock Preferred
Shares
 Preferred Stock Paid in Capital Common stock to be Issued Accumulated Deficit Total
Balance, June 30, 2023  1,421,744,158  $1,421,744   10,000,000  $10,000  $4,884,639  $26,531  $(10,950,944) $(4,608,030)
Shares issued for conversion of debt  378,806,557   378,807   —          (285,895)            92,912 
Net loss  —          —                    (648,101)  (648,101)
Balance, September 30, 2023  1,800,550,715   1,800,551   10,000,000   10,000   4,598,744   26,531   (11,599,045)  (5,163,219)
Shares issued for conversion of debt  90,000,000   90,000   —          (63,000)            27,000 
Net income  —          —                    878,756   878,756 
Balance, December 31, 2023  1,890,550,715  $1,890,551   10,000,000  $10,000  $4,535,744  $26,531  $(10,720,289) $(4,257,463)
                                 
  Common Shares Common Stock Preferred
Shares
 Preferred Stock Paid in Capital Common stock to be Issued Accumulated Deficit Total
Balance, June 30, 2022  220,009,575  $220,009   10,000,000  $10,000  $4,611,790  $26,231  $(6,195,238) $(1,327,208)
Shares issued for conversion of debt  74,714,953   74,715   —          280,337             355,052 
Fair value of warrants granted  —          —          188,675             188,675 
Shares issues – related party  100,000,000   100,000   —          (100,000)               
Net loss  —          —                    (838,003)  (838,003)
Balance, September 30, 2022  394,724,528   394,724   10,000,000   10,000   4,980,802   26,231   (7,033,241)  (1,621,484)
Shares issued for conversion of debt  385,434,463   385,435   —          99,663             485,098 
Fair value of warrants granted  —          —          108,769             108,769 
Net loss  —          —                    (862,092)  (862,092)
Balance, December 31, 2022  780,158,991  $780,159   10,000,000  $10,000  $5,189,234  $26,231  $(7,895,333) $(1,889,709)

 

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

 6 

 

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

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

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

7

FORZA INNOVATIONS INC.

NOTES TO CONDENSEDUNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

December 31, 20172023

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

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

The Company’s headquarters are in Palmetto, Florida. The Company has adopted its fiscal year endacquired the ownership and rights to be June 30.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 December 31, 2023, the shares have not yet been issued to Sustainable.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensedunaudited financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at December 31 2017, 2023 and for the related periods presented have been made. The results for the six months ended December 31 2017, 2023 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017,2023, filed with the Securities and Exchange Commission.Commission

Use of estimatesEstimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include the estimated useful lives of property and equipment.  Actual results could differ from those estimates.

Concentrations of Credit Risk

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

Cash Equivalents

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

Principles of Consolidation

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

Property, Plant and Equipment

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

Derivative Financial Instruments

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

8

 

Revenue Recognition

Fair Value of Financial Instruments

The Company follows paragraph 605-15-25825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements.  To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

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

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

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

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

The following table classifies the Company’s asset measured at fair value on a recurring basis into the fair value hierarchy as of December 31, 2023 and June 30, 2023:

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

Revenue Recognition

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

Identification of a contract with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when or as the performance obligations are satisfied.

Revenue is recognized when the right of return exists.  The Company will recognize revenue when it is realized or realizable and earned.  The Company considers revenue realized or realizable and earned when allcontrol of the following criteriapromised 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 met: (i) The seller's priceaccounted for as a fulfillment activity and recognized as revenue at the point in time at which control of the goods transfers to the buyer is substantially fixed or determinablecustomer. 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 date of sale, (ii) The buyer has paid the seller, or the buyer is obligated to pay the sellerperiod between customer payment and the obligationtransfer of goods or services is not contingent on resaleexpected 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 product. IfFASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the buyer does not pay at timeweighted average number of saleshares 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 buyer's obligationperiod. The weighted average number of common shares outstanding and potentially outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31, 2023, there are warrants to paypurchase up to 951,950,000 shares of common stock, options to purchase up to 1,000,000shares of common stock and approximately 7,659,000,000 (7.659 Bil) dilutive shares of common stock from convertible notes payable. As of December 31, 2022, there are warrants to purchase up to 456,950,000 shares of common stock, options to purchase up to 1,000,000shares of common stock and approximately 1,549,000,000 dilutive shares of common stock from convertible notes payable. As of December 31, 2022, the Company’s diluted loss per share is contractually or implicitly excused until the buyer resellssame as the product, then this condition is not met., (iii) The buyer's obligationbasic loss per share, as the inclusion of any potential shares would have had an anti-dilutive effect due to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) The buyer acquiring the product for resale has economic substance apart from that provided by the seller. This condition relates primarily to buyers that exist on paper, that is, buyers that have little or no physical facilities or employees. It prevents entities from recognizing sales revenue on transactions with parties that the sellers have established primarily for the purpose of recognizing such sales revenue, (v) The seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) The amount of future returns can be reasonably estimated if necessary.Company generating a loss.

9

 

Reclassifications

Certain reclassifications have been made to the prior period financial information to conform to the presentation used in the financial statements for the three and six months ended December 31, 2017.Recent Accounting Pronouncements

Recently issued 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.

7

NOTE 3 - GOING CONCERN

The accompanying unaudited consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.  As reflected in the accompanying financial statements,of December 31, 2023, the Company has had minimallimited revenue hasand an accumulated deficit of $87,392 and net cash used in operations of $27,319 for the six months ended December 31, 2017. These conditions raise substantial doubt about its ability to continue as a going concern.$10,720,289.

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

NOTE 4 - PROPERTY &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 and certain intangible assets to be held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Impairment losses are recognized if expected future cash flows of the related assets are less than their carrying values. Measurement of an impairment loss is based on the fair value of the asset. Long-lived assets and certain identifiable intangibles to be disposed of are reported at the lower of carrying amount or fair value less cost to sell.

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

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.

Assets stated at cost, less accumulated amortization consisted of the following:             

  

December 31,

2017

 

June 30,

2017

Website development $1,850  $1,850 
Less: accumulated amortization  (1,644)  (1,336)
Fixed assets, net $206  $514 

Amortization expense

Amortization expense forDuring the six months ended December 31, 20172023, the Company wrote of certain property and 2016 was $308equipment no longer in use, resulting in a loss on disposal of $13,968.

Property and $309, respectively.

Assetsequipment stated at cost, less accumulated depreciation consisted of the following:

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

  

December 31,

2017

 

June 30,

2017

Leasehold Improvements $15,893  $—   
Less: accumulated depreciation  (166)  —   
Fixed assets, net $15,727  $—   

Depreciation expense

Depreciation expense for the six months ended December 31, 20172023 and 20162022 was $166 $ 5,250 and $0,$32,322, respectively.

NOTE 6 – CONVERTIBLE NOTES PAYABLE

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

Schedule of convertible promissory notes              
Note Holder Date Maturity Date Interest Rate Balance
June 30, 2023
 Additions Conversions Balance
December 31, 2023
ONE44 Capital LLC (2) 1/13/2022 1/13/2023  10% $122,400  $    $  $122,400 
Mast Hill Fund, L.P. (3) 1/20/2022 1/20/2023  12% $302,312  $    $  $302,312 
ONE44 Capital LLC (2) 3/22/2022 3/22/2023  10% $120,000  $    $—    $120,000 
Coventry Enterprises, LLC (1) 6/3/2022 6/3/2023  10% $576,000  $    $—    $576,000 
1800 Diagonal Lending LLC (4) 7/26/2022 7/26/2023  10% $48,700  $    $(4,795) $43,905 
Mast Hill Fund, L.P. (5) 9/19/2022 9/19/2023  12% $290,000  $    $—    $290,000 
1800 Diagonal Lending LLC (4) 11/11/2022 11/11/2023  10% $44,250  $    $—    $44,250 
Mast Hill Fund, L.P. (6) 12/16/2022 12/16/2022  12% $133,000  $5,240    $—   $138,240 
Mast Hill Fund, L.P. (7) 1/13/2023 12/16/2022  12% $347,060  $    $—    $347,060 
Coventry Enterprises, LLC (8) 5/12/2023 5/12/2024  10% $60,000  $    $—    $60,000 
1800 Diagonal Lending LLC (9) 11/16/2023 11/1/2024  10% $    $10,000  $—    $10,000 
  Total  $2,043,722  $15,240    $(4,795) $2,054,167 
  Less debt discount     $(256,653)         $(26,452)
  Convertible notes payable, net     $1,787,069       —    $2,027,715 

Conversion Terms

(1)Convertible only upon an event of default. 90% of the lowest trading price for 10 days prior to conversion date.
(2)60% of the lowest trading price for 20 days, including conversion date.
(3)Convertible only upon an event of default. Conversion would then be $0.10.
(4)61% of the lowest trading price for 15 days prior to conversion date.
(5)Convertible at $0.0015
(6)Convertible at $0.0007
(7)Convertible at $0.0003
(8)Monthly payments of $9,428.57. Convertible only upon an event of default. Conversion would then be 90% of the lowest trade during the 30 days prior to conversion.
(9)61% of the lowest trading price for 10 days prior to conversion date.

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

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

Schedule of derivative liability    
Balance at June 30, 2022  662,982 
Increase to derivative due to new issuances  806,026 
Decrease to derivative due to conversions  (376,682)
Derivative loss due to mark to market adjustment  1,383,120
Balance at June 30, 2023 $2,475,446 
Increase to derivative due to new issuances  16,137 
Decrease to derivative due to conversions  (23,294)
Derivative loss due to mark to market adjustment  (676,231)
Balance at December 31, 2023 $1,792,058 

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

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

 811 

 

NOTE 7 - NOTE PAYABLE

NOTEOn November 5, – LINES OF CREDIT

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 Company has established a lineLOC bears interest at 5% per annum and is due on demand. On January 21, 2021, TCP assigned all of credit with a commercial bankits rights, title and interest in the amount debt to Front Row Seating Inc. On September 28, 2021, $100,000 of $50,000. This is a revolving business linethe note was converted into 10,000,000 shares of credit (BLOC) and bears a fixed interest rate of 7%. The company has also established a corporate business credit card for use in travel related purposes. That line of credit is established at $20,000. The company has also established a Bank Term Loan Facility in the approximate amount of $200,000.

Total consolidated revolving credit available under all credit arrangements is approximately $270,000. There have been no draw downs on the line of credit or the term loan ascommon stock. As of December 31, 2017.

NOTE 6 - STOCKHOLDERS’ EQUITY

Common stock

Common stock includes 100,000,000 shares authorized at a par value of $0.001.

Between January 24, 20172023 and March 31, 2017,June 30, 2023, the Company sold 545,000 owed $22,729 and $22,729 of principal and $21,512 and $20,940 of accrued interest, respectively.

NOTE 8 – COMMON STOCK

During Q1 FY 2024, Mast Hill converted $36,024 of accrued interest into 300,200,000 shares of common stock at $0.10 a share under the terms stock.

During Q1 FY 2024, 1800 Diagonal converted $4,795 of its most recent offering. Asprincipal into 78,600,000 shares of March 31, 2017, $10,000 had not yet been collected therefore has been debited to stock subscription receivable. The funds were collected on April 3, 2017.common stock.

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

12

NOTE 9 – PREFERRED STOCK

On September 20, 2017,7, 2022, the Company sold 10,000 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 to a third party for total cash proceeds of $1,000.

Preferred stock

Preferred stock includes 25,000,000and is convertible into shares of authorizedthe Company's common stock at a par value of $0.001. Preferred stock includes 25,000,000the same rate. With respect to rights on liquidation, dissolution or winding up, shares of Class B authorized at a par value of $0.001. The Preferred Stock constitutes a convertible stock in which (1) one Preferred Share is convertible into (5) five Common Shares. The Preferred Stock holders are entitled to voterank on any matters on whichparity with the Company's common stock holders are entitled to vote.stock.

NOTE 710 - RELATED PARTY TRANSACTIONS

On November 5, 2017, to fund its working capital requirementsMr. Forzani has advanced the Company obtained a Special Line of Credit (“LOC”) also recognized as a Blanket Secured Promissory Notefunds for general operating expenses, the total draw down amount of up to $500,000, from Twiga Capital Partners, LLC (“TCP”), an entity controlled by the Company’s 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 Nov 5th, 2017. The LOC bears interest at 5% per annum and is due on demand.

As of December 31, 2017, and June 30, 2017, the Company owed $37,748 and $6,190, respectively in loans payable to its President & CEO. The loans were received to pay for certain operating expenses. Theyadvances are unsecured, non-interest bearing and due on demand. As of December 31, 2023 and June 30, 2023, the Company owes Mr. Forzani $19,306 and $19,306, respectively.

NOTE 11– STOCK OPTIONS

On November 15, 2017, this note was assignedAugust 3, 2021, the Company granted 1,000,000 options to TCP.Johnny Forzani, CEO, 250,000 options to Geoff Stanbury, director, and 250,000 options to Tom Forzani, Director. The note will become partoptions 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.

13

A summary of the status of the Company’s outstanding balance due understock options and changes during the newly established line of credit.period is presented below: 

Schedule of Stock Options Outstanding            
Stock Options Options Weighted Average
Exercise
Price
 Aggregate
Intrinsic
Value
Options outstanding at June 30, 2023  1,000,000  $ 0.05   —   
Granted           —   
Exercised  (1,000,000) $     —   
Expired      $     —   
Options outstanding at December 31, 2023      $     —   
Options exercisable at December 31, 2023       $    $—   

NOTE 12 – WARRANTS

During November 2017, TCP advancedOn September 23, 2022, the Company, $24,058 underclosed 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 LOC. AsCompany 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”). The second warrant is only exercisable upon an “Event of Default” as defined in the Note.

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

On December 31, 2017,16, 2022, the outstanding principleCompany, 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 interesta warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share (the “Second Warrant”). The second warrant is $37,748 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 $243, respectively.

NOTE 8 – COMMITMENTS

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 November 1st, 2017,January 13, 2023, the Company, entered intoclosed a lease agreementSecurities Purchase Agreement (the “Purchase Agreement”) with TCPMast Hill, pursuant to lease certain premises locatedwhich the Company issued Mast Hill a convertible promissory note in Floridathe 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 effective from November 1, 2017 to November 1, 2027. This 8,000 square feet premises will be used byamortized over the Company for plant and offices. Monthly rent of $7,500 is to be paid on the first of each month. No payment is due for the first four monthsterm of the lease. loan.

A $7,500 deposit is required and was loaned to the Company by TCP. The $7,500 has been added to the balance due under the line of credit with TCP. Per the termssummary of the leasestatus of the CompanyCompany’s outstanding stock options and changes during the period is required to maintain rent and general liability insurance. As of December 31, 2017, the Company is still in the process of acquiring a policy and is covered by the lessor until one is finalized.presented below 

Schedule of warrant outstanding            
 Warrants Warrants Weighted Average
Exercise
Price
 Aggregate
Intrinsic
Value
Warrants outstanding at June 30, 2022  1,950,000  $0.44   —   
Granted  950,000,000  $0.002   —   
Exercised      $     —   
Expired      $     —   
Warrants outstanding at June 30, 2023  951,950,000  $0.004   —   
Granted      $     —   
Exercised     $     —   
Expired  —    $     —   
Warrants outstanding at December 31, 2023  951,950,000   $0.003   —   
Warrants exercisable at December 31, 2023  951,950,000   $0.003  $   

Future minimum rental payments are as follows:

Years ending June 30,  
2018 $30,000 
2019  90,000 
2020  90,000 
2021  90,000 
2022  90,000 
Thereafter  450,000 
Total $840,000 
Schedule of range of exercise prices      
Range of Exercise Prices Number Outstanding
December 31, 2023
 Weighted Average
Remaining Contractual
Life
 Weighted Average
Exercise Price
 $0.0015 - 0.50   951,950,000   3.95 years  $0.003 

14

NOTE 913 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10)ASC 855-10 management has performed an evaluation of subsequent events through the date that the financial statements were available to be issued on January 26, 2018 and has determined that it does not have anyhas no material subsequent events to disclose in these unaudited consolidated financial statements.statements other than the following.

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

 

 915 

 

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

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

Forward Looking Statements

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

our future operating results;
our business prospects;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy;
our possible future financings; and
the adequacy of our cash resources and working capital.

our future operating results;
our business prospects;
our contractual arrangements and relationships with third parties;
the dependence of our future success on the general economy;
our possible future financings; and
the adequacy of our cash resources and working capital.

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

Cautionary Statement:

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

Plan of Operations

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

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

16

 

Genesys Industries is a diversified multi-industry manufacturer of complex metal components and products. We serve all general industrial markets such as Aerospace, Automotive, Construction, Commercial, Food Processing, Industrial, Maritime, Medical, Railroad, Oil and Gas, Packaging, Telecom, Textiles, Pulp Paper, Transportation and many more. We are a vertically integrated precision cnc manufacturing and fabrication company with core emphasis on product design, engineering and precision manufacturing of complex components and products.

Results of Operation for the Three Months Ended December 31, 20172023 Compared to the Three Months December 31, 2022

Revenues and 2016Cost of Revenue

Revenues

ForWe earned revenues of $7,756 during the three months ended December 31, 2017, we earned revenue of $1,357,2023, compared to $0$31,615 for the same period in 2022. Our cost of revenue was $14 during the three months ended December 31, 2023, compared to $20,760l for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the three months ended December 31, 2016.

10

Operating Expenses

The Company incurred total operating2023 and 2022, consisted of general and administrative expenses of $18,877 during$13,558 and $80,254, respectively. During the three months ended December 31, 2017, compared to $5,643 in the prior period. In the current period our expenses have increased due to lease expense2023, we incurred $nil of $10,000 as well as additional advertising and marketing expense.

Net Loss

Net lossexpenses compared to $12,415 for the same period in 2022. We also had $6,860 of compensation expense for the three months ended December 31, 2017 was $18,4962023, compared to $5,643$165,208 for the same period in 2022. We incurred $4,659 in professional fees for the three months ended December 31, 2016. The increase2023, compared to $76,198 for the same period in 2022. Stock based compensation was $nil for the three months ended December 31, 2023, compared to $108,769 in 2022.

Net Loss from Continuing Operations

Our net loss is duefrom continuing operations for the three months ended December 31, 2023 was $17,335 compared to an increase in lease expense and other general and administrative costs. In addition, we incurred $243 of interest expense in$431,989 for the currentprior period.

Results of Operation for the Six Months Ended December 31, 20172023 Compared to the Six Months Ended December 31, 2022

Revenues and 2016Cost of Revenue

Revenues

ForWe earned revenues of $39,989 during the six months ended December 31, 2017, we earned revenue of $1,557,2023, compared to $1,357$60,598 for the same period in 2022. Our cost of revenue was $1,442 during the six months ended December 31, 2023, compared to $26,200 for the same period in 2022.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the six months ended December 31, 2016.

Operating Expenses

The Company incurred total operating2023 and 2022, consisted of general and administrative expenses of $30,940 during$29,067 and $143,584, respectively. During the six months ended December 31, 2017, compared to $10,684 in the prior period. In the current period our expenses have increased due to lease expense2023, we incurred $nil of $10,000 as well as additional advertising and marketing expense.

Net Loss

Net lossexpenses compared to $29,517 for the same period in 2022. We also had $15,180 of compensation expense for the six months ended December 31, 2017 was $30,3592023, compared to $10,025$350,004 for the same period in 2022. We incurred $13,159 in professional fees for the six months ended December 31, 2016. The increase2023, compared to $159,140 for the same period in 2022. Stock based compensation was $nil for the six months ended December 31, 2023, compared to $297,444 in 2022.

Net Loss from Continuing Operations

Our net loss is duefrom continuing operations for the six months ended December 31, 2023 was $18,859 compared to an increase in lease expense and other general and administrative costs. In addition, we incurred $243 of interest expense in$945,291 for the currentprior period.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $87,392$10,720,289 at December 31, 2017,2023, and had a net lossgain from continuing operations of $30,359 and net cash used in operating activities of $27,319$230,655 for the six months ended December 31, 2017. 2023.

We used $15,893 inFor the six months ended December 31, 2017,2023, we used $14,026 of cash in operating activities, compared to $559,522 for leasehold improvements.the six months ended December 31, 2022.

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

Net cash received from financing activities for the six months ended December 31, 20172023 was $32,558$15,240 compared to $18,700 for the six months ended December 31, 2016.

Currently, we expect to incur an estimated negative cash flow per month$416,180 provided by financing activities in the amountprior period. In the current period we received $446,280 from the issuance of approximately $2,500 when considering the anticipated marketing costs associated with offering our services for sale together with general administrative expenses, offset by any revenue earned.convertible debt.

17

 

We believe that our principal difficulty in our inability to successfully implement our plan and attain profits has been the lack of available capital to commence, operate and expand our business.  We believe we need a minimum of approximately $300,000 in additional working capital to be utilized for development and launching of our operations for as well as funding the business development efforts to identify, qualify and acquire new customers, with the balance for working capital and general and administrative expense.  As of the date of this filing we have no other commitment from any investor or investment-banking firm to provide us with the necessary funding and there can be no assurances we will obtain such funding in the future.  Failure to obtain this additional financing will have a material negative impact on our ability to generate profits in the future. To such end, our auditor has indicated in its report on our financial statements for the year ended June 30, 2017 that our lack of revenues raise substantial doubt about our ability to continue as a going concern.

Critical Accounting Estimates and Policies

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

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

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

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Off-Balance Sheet Arrangements

 

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

Recent Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were effective for the quarterly period ended December 31, 2017.

2023.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

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Changes in Internal Controls

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended December 31, 20172023, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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ITEM 4. MINING SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS

Part I Exhibits

No.Description
31.1Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Part II Exhibits

No.Description
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Label Linkbase Document
101.PREXBRL Taxonomy Presentation Linkbase Document

 

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SIGNATURES

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

Genesys Industries,

Forza Innovations Inc.

Date:  April 29, 2024/s/ Johnny Forzani
 
By:/s/ Shefali Vibhakar
Name:Ms. Shefali Vibhakar
Title:Chief Financial Officer, President and TreasurerJohnny Forzani
 (PrincipalPresident, Chief Financial Officer, Treasurer, Chief Financial Officer, Secretary (Principal Executive, Financial and Accounting Officer)
January 30, 2018

 

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