Item 3.02 Unregistered Sales of Equity Securities

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

The Shares were issued to Mr. Forzani were issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, afforded the Company under Regulation S as the securities were issued in an "offshore transaction", as defined in Rule 902(h) of Regulation and the Company did not engage in any directed selling efforts, as defined in Regulation S, in the United States in connection with the sale of the securities. Mr. Forzani is not a U.S. person, as defined in Regulation S, and is not acquiring the securities for the account or benefit of a U.S. person.

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