The following discussion should be read in conjunction with our audited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward-looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission.


                                       7

Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

We are currently a "smaller reporting company", meaning that we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $75 million and annual revenues of less than $50 million during the most recently completed fiscal year. Smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; are not required to conduct say-on-pay and frequency votes until annual meetings occurring on or after January 21, 2013; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

Results of operations for the years ended June 30, 2022 and 2021.





Revenue

During the year ended June 30, 2022, we had $372,690 in revenue from royalties on the IP we purchased in March 2022 and $419,350 in cost of revenue. We had no revenue or cost of revenue for the year ended June 30, 2021. We did not perform any services during the year ended June 30, 2021.





Costs and Expenses

We had the following expenses for the years ended June 30, 2022 and 2021:





                                   Year Ended June 30,
                                     2022            2021

Advertising and marketing $ 30,000 $ - Depreciation and amortization

            62,500          -
Facilities expenses                      39,168          -
Office expenses                          18,506          -
Professional fees                       250,290          -
Travel and entertainment                 11,023          -
                                $       411,487      $   -

During the year ended June 30, 2022, professional fees paid were primarily for investor relations of $90,000, legal fees of $52,750, audit fees of $24,425 and consulting fees of $56,300.



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Liquidity and Capital Resources





                              June 30, 2022       June 30, 2021
Total assets                 $     5,311,838     $             -
Total liabilities                 (6,452,796 )           (18,357 )
Working capital deficiency        (1,140,958 )           (18,357 )




Liquidity

If we are not successful in expanding our clientele base, maintaining profitability and positive cash flow, additional capital may be required to maintain ongoing operations. We have explored and are continuing to explore options to provide additional financing to fund future operations as well as other possible courses of action. Such actions include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from our directors or other third parties, and other similar actions. There can be no assurance that we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our Common Stock, loans from financial institutions, our directors, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.





Cash Flows



                                 Year ended June 30,
                                   2022            2021
Cash used in operations       $      (485,348 )    $   -
Cash provided by financing            486,996          -
Net change in cash                      1,648          -
Cash at beginning of period                 -          -
Cash at end of period         $         1,648      $   -

Cash Flows from Operating Activities

During the year ended June 30, 2022, we used $485,348 in cash for operations. This was primarily our net loss of $1,320,550 offset by the gain on the value of our derivative liabilities of $1,087,784. We did not use or generate any cash in operating activities for the year ended June 30, 2021.

Cash Flows from Investing Activities

We did not use or generate any cash from investing activities during the years ended June 30, 2022 and 2021.

Cash Flows from Financing Activities

During the year ended June 30, 2022, financing activities provided $486,996 in cash due to the issuance of convertible notes for $300,000 and the sale of common stock for $186,996. We did not use or generate any cash from financing activities during the year ended June 30, 2021.


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Management expects to keep operating costs to a minimum until cash is available through financing or operating activities. Management plans to continue to seek, in addition to equity financing, other sources of financing (e.g., line of credit, shareholder loan) on favorable terms; however, there are no assurances that any such financing can be obtained on favorable terms, if at all.

If we are unable to generate profits sufficient to cover our operating costs or to obtain additional funds for our working capital needs, we may need to cease or curtail operations. Furthermore, there is no assurance the net proceeds from any successful financing arrangement will be sufficient to cover cash requirements during the initial stages of our operations.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

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