Overview

We are a holding company for various technology and related 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").





Recent Developments

On October 16, 2022, the European Patent Office determined to grant our patent application for the Smart Shin Guard, subject to the Company paying a $2,600 fee by January 2023 and compliance with other grant procedures in applicable European member states.





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 September 30, 2022 Compared to the Fiscal Quarter Ended September 30, 2021.

We had no revenues in the three months ended September 30, 2022 and 2021, and we sustained net losses of $163,922 and $58,955, respectively, in those periods. The increase in net loss between periods is primarily attributable to an impairment of long-lived assets of $115,000 related to the artwork acquired in June 2019, as to-date these assets have not been sold. The balance of our expenses for the 2022 period were general and administrative expenses. During the period ended September 30, 2021, our expenses consisted of general and administrative costs.

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 three months ended September 30, 2022, the Company used net cash of approximately $38,318 in operating activities as compared to approximately $57,090 for the three months ended September 30, 2021. The decrease in cash used from operations was due to an increase in accounts payable and accrued expenses, and impairment of long-lived assets. We expect expenses for professional services to continue to be relatively high due to our continuing reporting obligations with the SEC. We also anticipate sustained or increased operational expenses as we transition our focus from product development to production and marketing efforts.





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In the three months ended September 30, 2022, we continued our product development efforts under two agreements with third party developers. 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 for our product development efforts to be completed by the end of calendar year 2022 or early 2023.

Cash Used in Investing Activities:

For three months ended September 30, 2022 and 2021, there was no cash used in or provided by investing activities.

Cash Flows from Financing Activities:

Cash flows from financing activities for the three months ended September 30, 2022 were $38,994 comprised of proceeds from sales of common stock partially offset by repayment of related party advances, compared to $53,839 for the three months ended September 30, 2021 which were a combination of advances from related parties and proceeds from sales of common stock.

We only have $882 in available cash as of September 30, 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 these 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. We expect to continue to rely heavily on proceeds from loans and financing transactions unless and until we can commercialize our product and generate material revenue from sales as intended.

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 $80,351 as of September 30, 2022.

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, increasing interest rates in response and an economic downturn or recession which may result, which may result in declines in consumer spending particularly to non-essential products such as the Smart Shin Guard, the possibility of a new outbreak of COVID-19 or long-term or pervasive effects of the virus, 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, 2022 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 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.

COVID-19 has been a contributing factor in supply and labor shortages which have been pervasive in many industries. The extent to which a future COVID-19 outbreak and other adverse developments may impact the Company's results will depend on future developments that are highly uncertain and cannot be predicted.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements as of September 30, 2022.

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