Overview

We are a holding company for various technology and other activities. As of the date of this Report, our principal business strategy is seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. The Smart Shin Guard is a wearable protective device used while playing soccer and certain other sports combined with data collection and analysis technology that monitors players' individual and collective physical and performance-based metrics and transmits this information to a separate module in real-time.

We have not generated any revenue and need substantial additional financing to market our services. In the fiscal year ended June 30, 2021 we filed a registration statement on Form 10 with the SEC, which became effective May 8, 2021 (the "Form 10"), pursuant to which we became subject to the periodic and current reporting requirements under Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act").





Results of Operations

The following discussion should be read in conjunction with the financial statements and notes thereto included elsewhere in this report.

Fiscal Quarter Ended March 31, 2022 Compared to the Fiscal Quarter Ended March 31, 2021

We had no revenues in the three months ended March 31, 2022 and 2021, and we sustained net losses of $23,948 and $46,777, respectively, in those periods. During the nine months ended March 31, 2021 and 2021, expenses consisted primarily of general and administrative expenses, including professional fees for legal and financial services.

Nine Months Ended March 31, 2022 Compared to the Nine Months Ended March 31, 2021

We had no revenues in the nine months ended March 31, 2022 and 2021, and we sustained net losses of $116,615 and $93,415, respectively, in those periods. The increase is primarily due to compliance costs incurred following our Form 10 becoming effective in May 2021. During the nine months ended March 31, 2022 and 2021, expenses consisted primarily of general and administrative expenses, including professional fees for legal and financial services, and expenses incurred in connection with our product development efforts.

We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our product(s) in sufficient quantities, which was previously delayed due to COVID-19 impacts on our development efforts and on league play which adversely affected our product development capabilities. We also may encounter difficulties commercializing our product in the future based on supply chain issues, inflation and adverse market conditions which may result. In order to become profitable, we will need to establish a sufficient market for our product, including internationally, to offset our development, manufacturing and advertising costs, and our ability to do so will be subject to a number of factors, many of which will be beyond our control.

Liquidity and Capital Resources

Net Cash used by Operating Activities:

For the nine months ended March 31, 2022, the Company used net cash of $113,701 in operating activities as compared to $90,521 for the nine months ended March 31, 2021. The increase in cash used from operations was due to an increase in professional fees and compliance costs in becoming an SEC reporting company and preparing and filing SEC reports. We expect expenses for professional services to remain higher than in prior periods due to our continuing reporting obligations with the SEC as a result of the Form 10 becoming effective on May 8, 2021. We also anticipate sustained or increased operational expenses as we transition our focus from product development to production and marketing efforts, which is expected to begin later in calendar year 2022 assuming our product development goals are met and testing yields satisfactory results.





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In the nine months ended March 31, 2022, we continued our product development efforts under two agreements with third party developers. One such agreement provides for the development of our Smart Shin Guard, and the other provides for the development of a smart phone application for use in conjunction with our Smart Shin Guard and a web site application for our professional product. Under these agreements, we have agreed to pay the service providers a total of approximately €142,000 (approximately $173,000). Our payment obligations under these agreements are based on the progress of the work performed. Following completion of these projects, we intend to shift our focus to producing and marketing our product, including locating league players and teams to assist with advertising in exchange for free use of our products. We deployed our Smart Shin Guard prototype with one Italian Series C football team to assist with testing, monitoring and improving upon our product's functionality, a process which is expected to last for several months. Our engineering staff are in the process of analyzing this data and updating our products as may be appropriate based on the results, including the artificial intelligence algorithms. We expect to proceed to final testing of the product during the fourth quarter of the fiscal year ending June 30, 2022.

Cash Used in Investing Activities:

For the nine months ended March 31, 2022 and 2021, the Company used $0 and $8,025 in investing activities. Our investing activities during the period ended 2021 consisted of obtaining our patent and related patent applications.

Cash Flows from Financing Activities:

Cash flows from financing activities for the nine months ended March 31, 2022 were $106,713 compared to $153,830 for the nine months ended March 31, 2021. The difference between periods is primarily attributable to subscriptions for common stock totaling $148,479 in the 2021 period compared to $30,525 in the 2022 period, partially offset by an increase in advances from related parties in the 2022 period when compared to the prior period, and a $15,334 increase in common stock payable.

We have $362 in available cash as of March 31, 2022 and for the past two years we have been relying on loans from our current investors and related parties and proceeds from sales of our common stock to fund our operations. As reflected in the financial statements contained elsewhere in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.

We do not have sufficient capital to support our operations for the next 12 months and will be dependent upon on the proceeds from a financing, which may consist of sales of our common stock, the issuance of debt securities and/or issuance of securities convertible into shares of our common stock, any of which could have a dilutive effect on our existing shareholders. We intend to raise capital from existing investors or from the sale of a minority interest in our subsidiaries if and to the extent possible. We estimate that we will need to raise at least $1,000,000 in order to meet our working capital needs for the next 12 months. We plan to phase in our expenses and grow our business as working capital is available.

On September 23, 2021, we filed a Certificate of Amendment to our Certificate of Incorporation to effect a 1-for-100 reverse stock split. On November 2, 2021, we filed another Certificate of Amendment to reduce our authorized capital stock to 310,000,000 shares consisting of 300,000,000 shares of authorized common stock and 10,000,000 shares of authorized preferred stock. Following these amendments, we now have 175,797,376 authorized and unissued shares of common stock.

The Company expects to continue to use a portion of the authorized but unissued shares to convert previous loans made to the Company which total $9,559 as of March 31, 2022. During the three months ended March 31, 2022, the Company issued a total of 69,901,962 shares of common stock in exchange for $129,247 of debt and $5,800 of previously paid subscriptions.

Cautionary Note Regarding Forward Looking Statements

This quarterly report on Form 10-Q (this "Report") contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the development, marketing and sale of the Smart Shin Guard, arrangements with soccer teams and players, the implementation of our business plan and expected timelines for meeting objectives, our authorized common stock and the use thereof to satisfy prior loans, and our liquidity. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods.





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Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the risks arising from the potential adverse effects of inflation, the Federal Reserve's policy of increasing interest rates in response and an economic downturn or recession which may result, the possibility of a new outbreak of the COVID-19 pandemic, and global supply chain disruptions, shortages and delays which may adversely affect our ability to develop, manufacture and sell our products within the intended timeframes or at all, delays in or suspensions of soccer league play particularly in areas in which we plan to further develop and market our product, and the risks summarized our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 in the section titled "Item 1A. - Risk Factors." We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Significant Accounting Policies and Recent Accounting Pronouncements

Please see the notes to our Financial Statements for information about our Significant Accounting Policies and Recent Accounting Pronouncements.





COVID-19 Update

The COVID-19 pandemic has had a significant adverse effect on the economy throughout the world, including recently by contributing to continued supply chain disruptions and suspensions of football (soccer) league play, and may continue to affect the economy and our industry, depending on the vaccine rollouts and the emergence of virus mutations.

As of the date of this Report, the Company is unable to predict the impact the pandemic may have on its business and plan of operations, however adverse consequences from COVID-19 and recent supply chain disruptions and delays and suspensions in football (soccer) league play may hinder our ability to continue the product development, manufacturing and marketing efforts of us and the third parties on which we rely. While vaccinations beginning in 2021 allowed for the reopening of the economy in many areas, the potential for new variants, as well as reduced efficacy of vaccines over time and the possibility that a large number of people decline to get vaccinated or receive booster shots, creates inherent uncertainty as to the future impact the virus may have. Additionally, the pandemic has been a contributing factor in supply chain disruptions and shortages which, when combined with inflationary environment and tightening fiscal policies, may hinder our product development, production and marketing efforts or those of third parties with which we transact, or increase our operating costs.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as of March 31, 2022.

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