Forza Innovations Inc. announced that it has entered into a securities purchase agreement with existing investor Mast Hill Fund, L.P., a fund managed by Mast Hill Management, LLC in a best effort private placement of a convertible promissory note for $290,000, which amount is the $261,000 actual amount of the purchase price hereof plus an original issue discount in the amount of $29,000 on September 19, 2022. The company will also issue a five-year warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share and a warrant to purchase up to 100,000,000 shares of common stock at a price of $0.003 per share which warrants are only exercisable upon an “Event of Default” as defined in the Note. The Note contains an original issue discount amount of $29,000 and legal fees payable to Mast Hill's legal counsel of $5,000.

The maturity date of the Note is September 19, 2023, and shall bear interest at a rate of 12% per annum, which interest may be paid by the Company to Mast Hill in shares of common stock, but shall not be payable until the Note becomes payable, whether at the Maturity Date or upon acceleration or by prepayment, as described in the Note. The conversion price shall be equal to $0.0015. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended and Rule 506(b) promulgated by the United States Securities and Exchange Commission under the 1933 Act.

This note may be prepaid or repaid in whole or in part as explicitly set forth herein. Any principal amount or interest on this note which is not paid when due shall bear interest at the rate of the lesser of (i)16% per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. Default interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.