The following discussion and analysis should be read in conjunction with our unaudited financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.





Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:





·  our future operating results;


·  our business prospects;


·  our contractual arrangements and relationships with third parties;


·  the dependence of our future success on the general economy;


·  our possible future financings; and


·  the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we "believe," "anticipate," "expect," "estimate" or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.





Cautionary Statement:

Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer that are not historical or current facts are "forward-looking statements." These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. These risks and uncertainties are described in the Company's Annual Report on Form 10-K for the year ended June 30, 2020, as well as other filings the Company makes with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made and are not predictions of actual future results. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.





Plan of Operations

The Company has acquired the ownership and rights to certain late developmental stage products, including the J4 Sport, J4 X and J4 Fitbelt. These products are wearable back compression devices, used to relax, warmup, loosen, or relax stiff & sore muscles. The therapeutic application of heat causes a change in temperature of the soft tissues which decreases joint stiffness and relieves inflammation.

Results of Operation for the Three Months Ended December 31, 2021 Compared to the the Three Months December 31, 2020

Revenues and Cost of Revenue

Due to the termination of our CNC manufacturing and fabrication business, we did not have any revenue or cost of revenue from continuing operations for the three months ended December 31, 2021 and 2020.





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Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the three months ended December 31, 2021 and 2020, consisted of general and administrative expenses ("G&A") of $68,248 and $7,900, respectively. G&A expenses consisted primarily of marketing and consulting fees. During the three months ended December 31, 2021, we incurred approximately $73,900 of marketing fees and $15,700 for consulting expense. We also had $8,090 of depreciation and amortization. Our total G&A expense for the three months ended December 31, 2021 was decreased by a credit memo for audit fees of $41,665. We had no operating expenses from continuing operations in the prior period.

Officer Compensation

Officer Compensation for the six months ended December 31, 2021 and 2020, was $110,280 and $0, respectively, During the current period we made payments of $30,280 to our officers. We also accrued $80,000 for services provided by our CEO.

Other Income from Continuing Operations

During the three months ended December 31, 2021, we recognized total other expense of $208,693 compared to $12,473 for the prior period. During the three months ended December 31, 2021, we incurred a $298,710 loss on the issuance of convertible debt and $32,095 of debt discount amortization expense. This was offset by a gain of $131,052 from the change in the fair value of our derivatives related to the new convertible notes. We also incurred $8,940 of interest expense. For the three months ended December 31, 2020, we incurred $12,473 of interest expense.

Net Loss from Continuing Operations

Our net loss from continuing operations for the three months ended December 31, 2021 was $387,221 compared to $20,373 for the prior period.

Results of Operation for the Six Months Ended December 31, 2021 Compared to the Six Months Ended December 31, 2020

Revenues and Cost of Revenue

Due to the termination of our CNC manufacturing and fabrication business, we did not have any revenue or cost of revenue from continuing operations for the six months ended December 31, 2021 and 2020.

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the six months ended December 31, 2021 and 2020, consisted of G&A expenses of $166,608 and $7,900, respectively. G&A expenses consisted primarily of accounting, audit and marketing fees. During the six months ended December 31, 2021, we incurred $21,247 of audit fees, $6,422 for accounting and $63,900 for marketing expense. We also had $16,117 of depreciation and amortization and $15,700 of consulting expense. Our total G&A expense for the six months ended December 31, 2021 was decreased by a credit memo for audit fees of $41,665. We had no operating expenses from continuing operations in the prior period.

Officer Compensation

Officer Compensation for the six months ended December 31, 2021 and 2020, was $110,280 and $0, respectively, During the current period we made payments of $30,280 to our officers. We also accrued $80,000 for services provided by our CEO.

In the current period we incurred an $854,550 non-cash expense for the issuance of stock options to our officers and directors.

Other Income from Continuing Operations

During the six months ended December 31, 2021, we recognized total other expense of $217,045 compared to $26,503 for the prior period. During the six months ended December 31, 2021, we incurred a $298,710 loss on the issuance of convertible debt and $32,095 of debt discount amortization expense. This was offset by a gain of $131,052 from the change in the fair value of our derivatives related to the new convertible notes. We also incurred $17,292 of interest expense. For the six months ended December 31, 2020, we incurred $14,003 of interest expense and $12,500 of debt discount amortization.

Net Loss from Continuing Operations

Our net loss from continuing operations for the six months ended December 31, 2021 was $1,348,483 compared to $34,403 for the prior period.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company has an accumulated deficit of $4,843,213 at December 31, 2021, and had a net loss from continuing operations of $1,348,483 for the six months ended December 31, 2021.

For the six months ended December 31, 2021, we used $175,240 of cash in operating activities, compared to receiving $75,146 for the six months ended December 31, 2020.

We neither received or used any cash in investing activities from continuing operations for the six months ended December 31, 2021 or 2020.

Net cash received from financing activities for the six months ended December 31, 2021 was $184,525 compared to $0 provided by financing activities in the prior period. In the current period we received $161,500 from the issuance of convertible debt and $24,043 from the exercise of stock options. We also received $27,088 from our CEO, with $28,106 repaid.

On January 2, 2020, the Company executed a 10% convertible promissory note in which it agreed to borrow up to $300,000.





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The note is convertible at a price per share equal to the lower of (a) the Fixed Conversion Price (which is fixed at a price equal to $0.30); or (b) 80% of the lowest trading price of the Company's common stock during the 5 consecutive trading days prior to the date on which lender elects to convert all or part of the Note. The initial deposit of $125,000 was made on January 15, 2020 and included a $25,000 OID. As required by ASC 470-20-30-6 the Company recognized and measured the embedded beneficial conversion feature at the commitment date of $200,000 which was credited to paid in capital, a $150,000 debt discount and a $75,000 loss on the issuance of convertible debt. As of December 31, 2021, all of the debt discount has been amortized to interest expense. On August 17, 2021, $30,000 of the note was converted into 144,231 shares of common stock per the terms of the agreement. As of December 31, 2021, there is $120,000 and $52,499 of principal and interest due on this loan, respectively.

On November 5, 2017, to fund its working capital requirements the Company obtained a Special Line of Credit ("LOC") also recognized as a Blanket Secured Promissory Note for the total draw down amount of up to $500,000, from Twiga Capital Partners, LLC ("TCP"), an entity controlled by the Company's former sole officer and largest stockholder, Shefali Vibhakar. This Note is secured by all of the assets of the Company in accordance with the Security Agreement by and between the Company and the Holder dated as of November 5, 2017. The LOC bears interest at 5% per annum and is due on demand. On January 21, 2021, TCP assigned all of its rights, title and interest in the debt to Front Row Seating Inc. On September 28, 2021, $100,000 of the note was converted into 10,000,000 shares of common stock. As of December 31, 2021, the shares have not been issued and are disclosed as common stock to be issued. As of December 31, 2021, the Company owed $22,729 of principal and $19,232 of accrued interest.

During the six months ended December 31, 2021, the Company issued three new convertible promissory notes. They are as follows:





                                                                          Balance
                                                                        December 31,
         Note Holder               Date     Maturity Date Interest Rate     2021
Power Up Lending Group Ltd (1)  10/1/2021     10/1/2022        10%           $55,000
Fast Capital LLC (2)            10/26/2021   10/26/2022        10%           $65,000
Sixth Street Lending LLC (3)    11/17/2021   11/17/2022        10%           $55,000
                                                              Total         $175,000




Conversion Terms

(4) 61% of the average of the three lowest trading price for 15 days prior to

conversion date.

(5) 61% of the lowest trading price for 15 days, including conversion date.

(6) 61% of the lowest trading price for 15 days prior to conversion date.

Total accrued interest on the three convertible notes as of December 31, 2021 is $3,210.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.





17

Off-Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.

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