The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our results of operations and financial condition for the periods presented. The following selected financial information is derived from our historical consolidated financial statements and should be read in conjunction with such consolidated financial statements and notes thereto set forth elsewhere herein and the "Forward-Looking Statements" explanation included herein.





Background

Since 2016, under current management, we have sought revenue generating activities in various industries. Since then, we have made acquisitions in different industries, some of which have been disposed.

Over the last five years, we have been unable to sustain any material income from our operations, have incurred recurring losses, have been unsuccessful at raising material capital, either through debt or equity financing arrangements, and we have disposed of our beverage industry business line. These factors provide substantial doubt about our ability to continue as a going concern.

Despite these challenges, we have been un able to continue as a going concern but have achieved certain operational successes during our fiscal years ended June 30, 2020 and June 30, 2021 that mitigate our historical trends, including:

· In December 2020, we disposed of Record Street Brewing's operations. As part of


   the disposal, we eliminated approximately $250,000 of outstanding obligations
   in exchange for a right to receive royalties on future uncertain beverage sales
   in the highly competitive craft beer market. The disposal did not result in
   significant usage of cash resources.

· For the two fiscal years ended 6/30/21, we settled convertible notes and

accrued interest totaling approximately $291,000 for the issuance of restricted

shares of common stock.

· For the two fiscal years ended 6/30/21, we raised cash proceeds totaling

approximately $400,000 from the issuance of convertible notes and promissory

notes payable.

· In February 2021, we completed our acquisition of Vital Behavioral Health Inc.


   and its wholly owned subsidiaries via the issuance of equity, which provides an
   opportunity to generate material operational revenues from in and out-patient
   rehabilitation services.

· We raised $100,000 in capital in the fourth fiscal quarter of 2021, via the


   issuance of a non-controlling interest in its previously wholly owned
   subsidiary, VBH Kentucky, Inc.




Plan of Operations

Subsequent to the entry into the rehabilitation services industry, primarily through the acquisition of Vital Behavioral and subsidiaries, we initiated the following plan of operations.

Capital Raising Activities (Current Commitments, Future Plans, Estimated Timelines)

· In late July 2021, we entered into a total of $40,000 12% convertible

promissory notes (2 notes total) with a new investor. The convertible notes

automatically convert at maturity in July 2022 at a conversion price of $0.05.

· On August 26, 2021, a lender loaned us $500,000, pursuant to a 12% per annum

Note, interest payable monthly, and a maturity date of August 19, 2022, with a

principal balloon payment on August 19, 2022. As additional consideration for

the Note, we also issued the lender One Million Warrants exercisable into One

Million Common Stock Shares at an exercise price of $0.005 per share.






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Operational Accomplishments/Paths to Revenue (Licensing Timelines, Additional Facilities, Future Acquisitions):

· On August 1, 2021, our subsidiary VSL Frankfort LLC, leased 10 apartments that


   are intended to provide sober living accommodations for patients for the
   outpatient facility of our subsidiary VBH Kentucky Inc. in Frankfort, Kentucky.
   Each unit will accommodate multiple patients on a weekly pay basis, We expect
   80% capacity and cash flow positive by November 30, 2021.

· On August 26, 2021, our subsidiary, VBH Kentucky Inc. received approval of its


   first license to operate an intensive outpatient facility for the treatment of
   substance use disorders in Kentucky. Substantially all costs to fit, finish,
   and outfit the facility have been expended.

· In August 2021, Vital Behavioral Health, Inc. leased a facility in

Fayetteville, GA with an initial base rent of $13,617 per month for an initial
   term of 18 months with a 5-year extension option. The facility will ultimately
   be used for in-patient detox and mental health services. Initial conversations
   with county and adjacent city government authorities were positive, and no
   impediments to licensing were reported. The license application is in the
   process of being drafted with submission intended by October 31, 2021, and
   approval anticipated within 3-6 months thereafter. The cost to fit, finish, and
   outfit the facility is anticipated to be $250,000, with the majority of those
   funds to be expended 30-45 days prior to the anticipated date of inspection
   prior to licensure. The facility is expected to be at 80% capacity 30-60 days
   after licensure and cash flow positive 60-90 days after licensure.

· All facilities are intended to accept Medicaid and Medicare, out-of-network


   insurance, and private pay patients.




RESULTS OF OPERATIONS

Revenue and Cost of Revenue

We generated no revenue for the years ended June 30, 2021, and June 30, 2020.





Professional Fees

We incurred professional fees of $208,688 and $140,394 for our fiscal year ended June 30, 2021 and June 30, 2020, respectively. Our professional fees increased by $68,294 for our fiscal year 2021, which increase is primarily attributable to our new business plan of operating substance abuse facilities.

As funding permits, we expect to incur higher professional fees associated with on-going development of our brand, customers, and other relationship development.

General and Administrative Expenses

For the fiscal years ended June 30, 2021 and 2020, we incurred general and administrative expenses of $268,051 and $8,865, respectively, representing an increase of $259,186 in Fiscal Year 2021 compared to our Fiscal Year 2020. The $257,233 increase in general and administrative expenses is primarily attributable to incurring rent expense and related facilities costs totaling approximately $165,000; approximately $62,000 in payroll expenses; and approximately $12,000 in advertising costs, none of which were incurred during fiscal 2020.

We expect our expenses to increase over the next several periods should we be successful in our new business plan, which will primarily consist of facilities costs, management and other salaries, travel, and other corporate overhead.





Interest Expense

Interest expense was $28,459 and $44,625 for the years ended June 30, 2021 and June 30, 2020, respectively, representing a decrease of $16,166. The decrease in the current period interest expense is primarily the result of converting previously outstanding debt obligations totaling approximately $271,000 during the two fiscal years presented, partially off-set by the incurrence of new debt obligations totaling $265,000.





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We expect our interest expense to increase in fiscal 2022, initially as a result of the $500,000, 12% promissory note that we issued in August 2021. Additional future interest expense obligations are dependent on the types of future financing arrangements over the next twelve months, if any.

Change in Fair Value of Derivative Liabilities

During the fiscal year ended June 30, 2021 the Company issued equity and equity-linked instruments in excess of the number of its authorized and unissued shares. As a result, certain outstanding instruments were recognized and reclassified to liabilities as of June 30, 2021. The liability recognition and subsequent revaluation of the instruments resulted in a loss on the change in fair value of $212,963 for the year ended June 30, 2021. The Company expects to recognize the changes in the valuation of these liability instruments until the instruments are settled, or enough shares are authorized if all other accounting criteria are met. The Company expects to increase its authorized share capital in the first half of fiscal 2022, although there is no assurance the shareholders will approve such increase.





Discontinued Operations

On December 31, 2020, we completed the disposition of our prior Record Street Brewing Operations. The primary consideration in the disposal was the purchaser's assumption of liabilities totaling approximately $251,000. As a result of the assets acquired not having any book value, we recognized a gain on disposal of approximately $251,000. We did not incur any tax impacts from the disposal. We expect the gain to be non-recurring.

Liquidity and Capital Resources

As of June 30, 2021 we had a working capital deficit of approximately $764,000. Over the next twelve months, we have estimated that in order to maintain reporting company status as defined under the Securities Exchange Act of 1934, we will require cash for general and administrative expenses primarily consisting of facilities costs payroll expenses and professional fees, which include accounting, legal and other professional fees, as well as filing fees. We believe we will be able to meet these costs through the use of existing cash and cash equivalents, the cash proceeds totaling $500,000 received in August 2021from the issuance of a promissory note, and through our operations which are expected to commence during the second quarter of fiscal 2022. However, no assurance can be given that we will be able to raise additional capital, when needed or at all, or that such capital, if available, will be on acceptable terms. Further, we have recently entered the rehabilitation services industry and may not be able to operate our facilities at levels sufficient to meet our on-going obligations.

For the year ended June 30, 2021, our operational cash flows primarily consisted of incurring expenses in the normal course of business at levels commensurate with its funding levels and resulting inabilities to commence commercially viable operations. Net of the non-recurring gain on our discontinued RSB operations of approximately $251,000, and the loss on the change in the fair value of derivative liabilities totaling approximately $213,000, our operational cash uses primarily consisted of the incurrence of on-going general and administrative expenses for the year ended June 30, 2021. We expect these operational cash uses to increase as we begin our operations in the first half of fiscal 2022.

Our investing activities consisted of acquiring property and equipment totaling approximately $47,000 partially off-set by approximately $10,000 of cash acquired through Vital. We expect to make additional capital expenditures as its rehabilitation facilities increase operations.

During the year ended June 30, 2021, we generated $265,000 of net cash from financing activities through the issuance of convertible debt and notes payable. Additionally, we sold non-controlling interest in its previously wholly owned VBH Kentucky, Inc. subsidiary for $100,000. We expect to continue our financing efforts throughout fiscal 2022, including receiving cash proceeds of $500,000 through the issuance of note payable in August 2021.

Off-Balance Sheet Arrangements

During the fiscal years ended June 30, 2021, and 2020, we did not engage in any off-balance sheet arrangements as set forth in Item 303(a)(4) of the Regulation S-K.





Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with US GAAP. The preparation of these financial statements requires our management to make significant estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These items are monitored and analyzed by our management for changes in facts and circumstances, and material changes in these estimates could occur in the future.





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Business Combinations

Business combinations are accounted for at fair value. Acquisition costs are expensed as incurred and recorded in general and administrative expenses; previously held equity interests are valued at fair value upon the acquisition of a controlling interest; restructuring costs associated with a business combination are expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date affect income tax expense. Measurement period adjustments are made in the period in which the amounts are determined, and the current period income effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date. All changes that do not qualify as measurement period adjustments are also included in current period earnings. The accounting for business combinations requires estimates and judgment as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets acquired and liabilities assumed. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, including contingent consideration, are based on management's estimates and assumptions, as well as other information compiled by management, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of goodwill or the recognition of additional consideration which would be expensed. The fair value of contingent consideration is remeasured each period based on relevant information and changes to the fair value are included in the operating results for the period.





Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary in order to reduce deferred tax assets to the amounts expected to be recovered.

The Company has established a valuation allowance for its deferred tax assets that are not recoverable from taxable temporary differences because the Company is unable to conclude that future utilization of a portion of its NOL carryforwards and other deferred tax assets is more likely than not.

The calculation of the Company's tax positions involves dealing with uncertainties in the application of complex tax regulations in several different state tax jurisdictions. The Company is periodically reviewed by tax authorities regarding the amount of taxes due. These reviews include inquiries regarding the timing and amount of deductions and the allocation of income among various tax jurisdictions. The Company records estimated reserves for exposures associated with positions that it takes on its income tax returns that do not meet the more likely than not standards.

Embedded Conversion Features and Other Equity-linked Instruments (Derivative Liabilities)

The Company classifies all of its embedded debt conversion features, and other derivative financial instruments as equity if the contracts (1) require physical settlement or net-share settlement or (2) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (1) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the Company), (2) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement), or (3) contracts that contain reset provisions. The Company assesses classification of its equity-linked instruments at each reporting date to determine whether a change in classification between equity and liabilities (assets) is required. As of June 30, 2021, the Company did not have enough authorized and unissued shares to settle all outstanding equity-linked instruments resulting in the reclassification of certain instruments to liability. The Company reclassifies outstanding instruments based on allocating the unissued shares to contracts with the earliest inception date resulting in the contracts with the latest inception date being recognized as liabilities first.

The Company accounts for contracts convertible into common stock in excess of its authorized capital as derivative as liabilities. The derivative liabilities are remeasured at fair value with the changes in the value reported as a component of other income (expense) in the accompanying consolidated results of operations. The derivative liabilities are measured at fair value using a Black Scholes option pricing model. The model is based on assumptions including quoted market prices and estimated volatility factors based on historical quoted market prices for the Company's common stock, and are classified within Level 3 of the fair value hierarchy as established by US GAAP. As of June 30, 2021 all derivative liability contracts are convertible into a fixed number of shares of common stock.

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