UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

_________________

☒     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: June 30 2020, 2023

or

☐     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

FORZA INNOVATIONS, INC.

GENESYS INDUSTRIES, INC.

_________________

30 Forzani Way NW, Calgary, Alberta T3Z 1L5406 9th Avenue, Suite 210, San Diego, California92101

(Address of Principal Executive Offices) (Zip Code)

(702) 205-2064(619) 324-7388

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Not Applicable

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common stock, par value of $0.001 Not Applicable

_________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act.

Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒  No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐  No ☒

As of December 31, 2020,30, 2022, the last day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $239,337$815,939.29 based on the closing price of $0.2751$0.0005 of the registrant’s common stock on June 30, 2020.stock.  The calculation excludes shares of the registrant’s common stock held by current executive officers, directors and stockholders that the registrant has concluded are affiliates of the registrant.  This determination of affiliate status is not a determination for other purposes.

As of May 4, 2021,September 30, 2023, there were 28,100,0001,901,878,583 shares of common stock outstanding.

Forward-Looking Information

Statements in this report may be “forward-looking statements.” Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and are likely to, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those described above and those risks discussed from time to time in this report, including the risks described under “Risk Factors” and any risks described in any other filings we make with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report.

Management’s discussion and analysis of financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an on-going basis, we evaluate these estimates, including those related to useful lives of real estate assets, cost reimbursement income, bad debts, impairment, net lease intangibles, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. There can be no assurance that actual results will not differ from those estimates.

PART 1

ITEM 1. BUSINESS

The Company wasWe were incorporated on December 9, 2014 in the state of Florida. On February 17, 2021, the Company2022, we filed Articles of Continuance with the Secretary of State for the state of Wyoming. Accordingly, the Companywe transferred itsour state of formation from Florida to Wyoming and became a Wyoming entity and is,are now subject to the provisions of the Wyoming Business Corporation Act. No

We are in the health-tech wearable performance business. We have acquired the ownership and rights to certain late developmental stage products, including the WarmUp product line which is comprised of 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.

We also successfully completed our first acquisition of “Sustainable Origins” which is an eco-friendly ESG company, that converts used cooking oil to reusable biodiesel. This acquisition is part of our ongoing strategic plan for future revenue and expansion. While our primary focus will always be revolving around the innovation of wearable technology, these projects will take time to market. We want to align ourselves with like-minded Entrepreneurs that will mesh well with our team and collective interest. Having the ability to acquire companies current operations to generate steady revenue streams, will also help aid in financing the production of “WarmUp” and other corporate actions were made.products we will develop.

Products and Services

As atof June 30, 2020,2023, we have developed the Company was a diversified multi-industry advanced manufacturer of complex components and products. The CompanyWarmUp series product line designed as WarmUp. It is a vertically integrated precision CNC manufacturing and fabrication company with core emphasis on product design, engineering and precision manufacturingcutting edge, innovative, wearable back compression device, used to relax, WarmUp, loosen, or relax stiff & sore muscles. The therapeutic application of complex components and products. Someheat causes a change in temperature of the industries served include Automotive, Aviation, Food Processing, Industrial, Maritime,soft tissues which decreases joint stiffness and relieves inflammation. When combined with the strategic placement of our medical grade support ribs & ergonomic design, WarmUp’s Thermal Therapy is unmatched. Warmup was originally designed to help aid marquee Pro Athletes perform at their best. However, the “WarmUp Series” will be for everyone. Ideal for a chilly day on the links, Ski/Snowboarding, Hunter/Fishers, Outdoor work force, Medical, Railroad, OilMilitary, & everything in between!

The product line utilizes a low-cost technology that has multi-functional use servicing all kinds of people, ranging from marquee pro athletes. WarmUp is a low cost, yet highly efficient, multi-use heating technology. WarmUp uses next gen, carbon micro fibers combined with powerful, safe rechargeable Lithium Batteries.

The cutting-edge, technical, innovative, and Gas, Packaging, Telecom, Pulp Paper, Transportationwearable back compression devices are used to warmup, loosen, or relax stiff and many more.sore muscles. Our technology is designed to maximize the benefits of strategically applying heat to your target areas of pain, providing fast relief.

Our WarmUp product line currently consists of the following three products:

ProductsJ4 Core

The Original. Sleek ergonomic design that you can wear while playing, recovering, or performing daily activities at work, home or on the road.

J4 Sport

1 of 1 Dual Zone Patent Pending Heating Tech. Undergoing Class 1 Medical Device Evaluation From FDA.

Ideal for patients with Chronic Back Pain Conditions such as Arthritis, Osteoporosis, Fibromyalgia, & Ligament strains.

J4 X

Fitbelt is an innovative, high intensity, core toning wearable. Powered by a new EMS nano tech unfamiliar to all current products on the market. FitBelt has dual functionality, so the user can choose to target both the abdominal and Serviceslower back muscles or just one of the muscle groups.

Built-in LED interface with pre-programed settings that targets specific muscle types by adjusting the frequencies, which can all be controlled via Bluetooth through your phone.

Whether looking for a tool to boost your fitness and strength or recover from an injury quickly, electric muscle stimulation (EMS) can help you achieve your goal.

Sales & Marketing

As atof June 30, 2020,2023, we are actively working with current and former professional athletes who are not only using the Company focuses on two aspectsproduct, but investing its future success. It is no secret that athlete endorsement is both tried and tested marketing strategy to appeal to the masses. Our athlete ambassadors and investors will actively leverage their social media profiles to promote the product Online. With tens of business,millions combined followers between them, the main being the manufacturingopportunities for exponential growth are pronounced.

Customers

As of metal and plastic components in medium to high volumes requiring tolerances as close as one ten-thousandth (.0001) of an inch. These components are manufactured in accordance with customer specifications using raw materials both purchased by the Company as well as being supplied by our customer. Raw materials may include Stainless Steel, Aluminum, Carbon Steel, Alloy Steels, Tool Steel, Titanium, Plastics, Delrin, Rubber.

The second portion of our product emphasis is based on product line development and engineered product manufacturing. Engineered to meet and exceed the rigorous quality standards of diverse industries.

As at June 30, 2020, the Company2023 we are in developmental stages and do not have any customers. However, our subsidiary Sustainable Origins has a dynamic engineering focus with capabilities of producing one-piece prototypes to complex product mix orders. approximately 25 customers.

Competition

We provide full-service precision CNC machining, fabrication and finishing solutions to produce a high quality end product for our commercial and industrial customers. The processes involve manufacturing methodologies such as precision milling, turning, grinding, multi-spindle screw machining, CNC tube bending, pipe bending, heat treating, waterjet cutting, laser cutting, punch stamping, injection molding, shearing, robotic welding, CMM Inspection, plating, powder coating, finishing, sand blasting and many more intricate manufacturing processes. We offer engineering services and customer support throughout the manufacturing process to provide our clients with a finished end product at the highest value.

Sales & Marketing

As at June 30, 2020, we sold our products globally and relied on direct sales force, manufacturing representatives, distributors, commission sales agents, magazine advertisements, internet advertising, trade shows, trade directories and catalogue listings to market our products and services.

As at June 30, 2020, the Company aimed to achieve diversified growth through the expansion of its customer base for CNC machining and fabrication as well as value-added services such as plating, surface engineering and finishing. Our overall goal was to add core customers that will diversify the industries that we served and eventually become “major” accounts that support the overall organization. Our target markets include Aerospace, Automotive, Firearms, Food Processing, Industrial, Maritime, Medical, Railroad, Oil and Gas, Packaging, Telecom, Textiles, Pulp Paper, Transportation and many more industries that outsource portions of their manufacturing operations such as product development, product line engineering, machining and fabrication. We search out these types of customers via a wide variety of methods including prospecting, trade shows and networking with the goal of receiving request for quotes that we can provide proposals on and eventually win new business.

Customers

As at June 30, 2020, we had 18 customers. Our principal customers would be engaged in Aviation, Automotive, Construction, Commercial, Food Processing, Industrial, Oil and Gas, Packaging, Transportation sectors and many more industries. Our customers are leading end users, original equipment manufacturers (OEM) and original design manufacturing (ODM) producersface competition in the world.

Competition

There are a large number of companies engaged in vertically integrated manufacturing including CNC machining and Fabrication. The Company faces substantial competition in each of its principalhealth-tech wearable performance business markets. Most of itsour competitors are larger and have greater financial resources than the Company; several are divisions of multi-national companies. The Company competesresources. We compete on the basis of price, engineering and technological expertise, manufacturing know-how and the quality of its products, systemsour products.

Some of our closest competitors are as follows: Venom by Hyperice, Powerdot 2.0, Comped Waist Trainer and services. Additionally, the Company’s management believes that the successful delivery, installation and performance of the Company’s products and systems is a key factor in gaining business as customers typically prefer to make significant purchases from a company with a solid performance history.SlenderTone Waist Trainer.

The Company will obtain majority of all its contracts through competitive quoting. The Company facesWe face direct competition from companies with far greater financial, technological, manufacturing and personnel resources. Competition is primarily based on product quality, service, timely delivery, and price.

Research and Development; Intellectual Property

As atof June 30, 2020, the Company is2023, we are developing proprietary technologies that will give itus an edge in competing with its competitors. Thus,We are in the Company relies on a combinationprocess of trade secrets and know-howfiling patents to protect its intellectual property.our IP. We will file utility, design, full spectrum patents on the created IP. We will also register eligible products as Medical Devices so patients with chronic pain can get the product free through insurance. We have engaged a patent attorney and are in the process of filing a provisional patent on our second generation line of WarmUp products.

Suppliers

Suppliers

As atof June 30, 2020, the Company is not dependent on, nor expects to become dependent on, any one or a limited number2023, we currently have developed beta samples in China that have patentable IP.

Employees

As of suppliers. The Company buys raw materials, parts and components to assemble and manufacture its equipment and products. The Company manages all technical, physical and commercial aspects of the performance of the Company contracts. To date, the Company has not experienced difficulties either in obtaining raw materials and other finished spare parts.

Employees

As at June 30, 2020,2023, we had 10 employees.1 employee and our wholly-owned subsidiary Sustainable Origins had 1 employee.

Foreign and Domestic Operations and Export Sales

As atof June 30, 2020, the Company has2023, we had no operations or any significant sales in any foreign country.

Government Regulation

The Company’sOur operations are subject to certain foreign, federal, state and local regulatory requirements relating to, among others, environmental, waste management, labor and health and safety matters. As atof June 30, 2020,2023, management believes that the Company’sour business is operated in material compliance with all such regulations.

ITEM 1A. RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None

None

ITEM 2. PROPERTIES

As of June 30, 2020,2023, our officeaddress was located at 1914 24th Ave E, Palmetto, Florida 34221. An affiliate makes this space available to the Company at zero cost for lease on a month to month basis. There is no written agreement documenting this arrangement.406 9th Avenue, Suite 210, San Diego, California 92101. We believe this space is adequate for our current needs. We also own a factory in Missouri that sits on 2 acres.

ITEM 3. LEGAL PROCEEDINGS

None

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common stock is not traded on any exchange.  Our common stock is quoted on the OTC Markets, under the trading symbol “GEIN”“FORZ”.  The market for our stock is highly volatile.  We cannot assure you that there will be a market in the future for our common stock.  OTC Markets securities are not listed and traded on the floor of an organized national or regional stock exchange.  Instead, they are securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  

Our common stock became eligible for trading on the OTC Markets on June 19, 2017, although it did not start trading until October 17, 2019. We executed a 10 for 1 forward split of our common stock that went effective June 17, 2022. The following table shows the high and low prices of our common shares on the OTC Markets or each quarter within the two most recent fiscal years.  The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

HOLDERS

HOLDERS

The approximate number of registered stockholders of record as of June 30, 20202023 is 33.20.  The number of stockholders of record does not include beneficial owners of our common stock, whose shares are held in the names of various dealers, clearing agencies, banks, brokers and other fiduciaries.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock. We anticipate that we will retain funds and future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements and other factors that our board of directors deems relevant. In addition, the terms of any future debt or credit financings may preclude us from paying dividends.

RECENT SALES OF UNREGISTERED SECURITIES

None.

None.

PENNY STOCK REGULATION

Shares of our common stock is subject to rules adopted the SEC that regulate broker-dealer practices in connection with transactions in “penny stocks.”  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in those securities is provided by the exchange or system).  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the SEC, which contains the following:

Prior to effecting any transaction in penny stock, the broker-dealer also must provide the customer the following:

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements may have the effect of reducing the trading activity in the secondary market for a stock that becomes subject to the penny stock rules.  Holders of shares of our common stock may have difficulty selling those shares because our common stock will probably be subject to the penny stock rules.

ITEM 6. SELECTED FINANCIAL DATA

Not applicable.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes and the other financial information included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this report, particularly those under "Risk Factors.” Dollars in tabular format are presented in thousands, except per share data, or otherwise indicated.

Overview

Overview

The Company wasWe were incorporated on December 9, 2014 in the state of Florida. On February 17, 2021, the Company2022, we filed Articles of Continuance with the Secretary of State for the state of Wyoming. Accordingly, the Companywe transferred itsour state of formation from Florida to Wyoming and became a Wyoming entity and is,are now subject to the provisions of the Wyoming Business Corporation Act. No

We are in the health-tech wearable performance business. We have acquired the ownership and rights to certain late developmental stage products, including the WarmUp product line which is comprised of 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.

We have successfully completed our first acquisition of “Sustainable Origins” which is an eco-friendly ESG company, that converts used cooking oil to reusable biodiesel. This acquisition is part of our ongoing strategic plan for future revenue and expansion. While our primary focus will always be revolving around the innovation of wearable technology, these projects will take time to market. We want to align ourselves with like-minded Entrepreneurs that will mesh well with our team and collective interest. Having the ability to acquire companies current operations to generate steady revenue streams, will also help aid in financing the production of “WarmUp” and other corporate actions were made.products we will develop.

As atResults of Operation for the Year Ended June 30, 2020,2023 Compared to the Company was a diversified multi-industry advanced manufacturer of complex components and products. The Company is a vertically integrated precision CNC manufacturing and fabrication company with core emphasis on product design, engineering and precision manufacturing of complex components and products. Some of the industries served include Automotive, Aviation, Food Processing, Industrial, Maritime, Medical, Railroad, Oil and Gas, Packaging, Telecom, Pulp Paper, Transportation and many more.

Results of Operations - For the fiscal years endingYear Ended June 30, 20202022

Revenues and 2019.Cost of Revenue

Revenues

ForWe earned gross revenue of $114,596 during the year ended June 30, 2020, we earned revenue of $605,4332023, compared to $768,787$25,871 for the same period in 2022. Our cost of revenue was $26,897 during the year ended June 30, 2023, compared to $2,792 for the same period in 2022

Operating Expenses from Continuing Operations

Operating expenses from continuing operations for the year ended June 30, 2019; a decrease2023 consisted of $163,354 or 21.2%general and administrative expenses of $299,117 (2022 - $152,315); advertising and marketing expenses of $31,405 (2022 - $111,527); compensation expense of $475,110 (2022 - $319,857); professional fees of $208,725 (2022 - $270,318); and, stock based compensation of $nil (2022 - $1,068,731). During

Net Loss from Continuing Operations

Our net loss from continuing operations for the current fiscal year we ceased doing business with one of our former primary customers due to them becoming a credit risk, this resulted in our decrease in revenue.

Cost of Revenue

For the yearyears ended June 30, 2020, cost of revenue2023 was $398,385,$926,658 compared to $458,066$1,899,669 for the year ended June 30, 2019; a decrease of $59,681 or 13%. Cost of sales in the current year consists of $129,383 of direct materials, $186,851 of direct labor and $82,152 of manufacturing overhead. Cost of sales in the prior year consists of $228,410 of direct materials, $156,432 of direct labor and $73,224 of manufacturing overhead. Cost of revenue decreased in conjunction with our2022. The decrease in revenue.

Professional fees

Professional fees were $37,055 for the year ended June 30, 2020 compared to $26,475 for the year ended June 30, 2019; a decrease of $10,580 or 401%. Professional fees consist of accounting, audit and legal fees. The increase in fees in the current year is due to an increase audit fees.

Payroll expense

Payroll expense was $82,113 for the year ended June 30, 2020 compared to $42,680 for the year ended June 30, 2019, an increase of $39,433 or 92.4%. The increase can be attributed to an increase of our administrative staff.

General & administrative expenses

General & administrative expenses were $112,550 for the year ended June 30, 2020, compared to $79,153 for the year ended June 30, 2019; an increase of $33,397 or 42.2%. The increase in the current year is partially due to an increase I bad debt and consulting expense.

Other expense

Interest expense for the year ended June 30, 2020 was $43,838 compared to $21,186 for the year ended June 30, 2019. Interest expense has increased due to the addition of our related party loan, line of credit, mortgage and equipment loans. In the current year we also incurred $137,500 of debt discount amortization, a $75,000 loss on the issuance of convertible debt as a result of the issuance of a new convertible promissory note and a $40,000 loss on the issuance of common stock for services.

Net Loss

Net loss for the year ended June 30, 2020 was $321,008, compared to net income of $102,743 for the year ended June 30, 2019. The change from net income in the prior year to a net loss in the current year can be attributed to the loss of one of our larger customers as well as our non-cash expense for stock compensation and the issuance ofmainly due a convertible note.decrease in operating expenses.

Liquidity and Capital Resources

As reflected in the accompanying financial statements, the Company haswe had an accumulated deficit of only $351,590$10,950,944 at June 30, 2020,2023, and had a net loss from continuing operations of $321,008 and had$4,755,706 for year ended June 30, 2023.

For the year ended June 30, 2023, we used net cash provided byof $763,535 in operating activities, compared to using net cash of $21,613$712,145 for the year ended June 30, 2020. 2022.

Net cash used in investing activities for the yearsyear ended June 30, 20202023 and 20192022 was $256,227$128,559 and $57,763,$75,612, respectively, for the purchase of property and equipment.

Net cash received byfrom financing activities for the year ended June 30, 20202023 was $239,288$596,180 compared to $15,055$1,069,994 provided by financing activities in the prior year.period.

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 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. As of June 30, 2020, the Company owed $122,729 of principal and $11,279 of accrued interest on the LOC.

We believe that our principal difficulty in our inability to successfully implement our plan in full force and attain profits has been the lack of available capital to operate and expand our business. We believe that because our shareholders can’t deposit their shares and clear shares with certain broker dealers and clearing firms due to extreme FINRA and SEC regulatory burden, it has caused us to not be able to raise capital since we do not have an active trading market for our common stock.  As of the date of this filing we have no other commitment from any investor or investment-banking firm to provide us with the necessary funding and there can be no assurances we will obtain such funding in the future.  Failure to obtain this additional financing will have a material negative impact on our ability to generate profits in the future. To such end, our auditor has indicated in its report on our financial statements for the year ended June 30, 2020.

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 2 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.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements (as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Recently Issued Accounting Standards

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements required to be included in this report appear as indexed in the appendix to this report beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based, in part, upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our chief executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation, management concluded that our disclosure controls and procedures were not effective as of June 30, 20202023 to cause the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods prescribed by SEC, and that such information is accumulated and communicated to management, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting 

This annual report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

Changes in Internal Control Over Financial Reporting

There were no significant changes in our internal control over financial reporting during the year ended June 30, 2020,2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

All directors and officers are appointed by our board of directors and serve at the discretion of the board, subject to applicable employment agreements. The following table sets forth information regarding our executive officers and the members of our board of directors.

As at June 30, 2020, Shefali Vibhakar, was responsible for guiding the Company’s business model to be implemented at Genesys Industries. She has served as our President & CFO since inception until January 21, 2021. Shefali was responsible for the strategic direction at Genesys. She is an aspiring business executive with a broad range of financial management experience. She has successfully been employed with leading manufacturing, software, telecom, technology and financial based companies, including: Brooks Semiconductor (BRKS), ADC, VF Corp (VFC) & BB&T (BBT) and other leading Private Companies. Shefali holds a BS degree in Computer Science and Engineering from University of Mass, Boston, MA. She is also a Certified Risk and Compliance Management Professional (CRCMP) and a Member of the International Association of Risk and Compliance Professionals (IARCP). She is currently undertaking courses to be a Certified Sarbanes Oxley Expert (CSOE) which is administered by Sarbanes Oxley Professionals Association (SOXCPA).

Johnny Forzani, is a former Professional Football Player and is an Entrepreneur and Inventor. Mr. Forzani played Division 1 NCAA Football at Washington State University, where he set an NCAA record for the longest touchdown reception. During his professional football career, playing with his hometown Calgary Stampeders, Mr. Forzani started creating his first invention. In 2017, Mr. Forzani’s founded, G-Tech Apparel USA Inc. and G-Tech Apparel Canada Inc. and was issued a Utility & Design Patent from the USPTO, for G-Tech’s Battery Powered Thermal Handwarmer.

Mr. Forzani has been the founder of G-Tech Apparel USA Inc. and G-Tech Apparel Canada Inc since 2014. From, 2014 to 2019,2022, Mr. Forzani acted as CEO and CTO of both companies. He has been our President, CEO, Treasurer, CFO, Secretary and a Director since January 21, 2021.2023.

Tom Forzani, is a one of three brothers to play for the Calgary Stampeders of the CFL. Described as one of the best wide receivers to ever play at Utah State, Mr. Forzani earned honorable mention All-America honors from The Associated Press as a senior in 1972 as he led the nation with receptions, while adding 1,169 receiving yards to set then-single-season school records in both categories.

Following his Utah State career, Mr. Forzani played professionally for the Calgary Stampeders from 1972-83 and was a five-time CFL All-Star. He finished his CFL career ranking second all-time in Stampeders history in receptions (553), receiving yards (8,825) and receiving touchdowns (62). Mr. Forzani was named to Utah State's All-Century Football Team in 1993.

Mr. Forzani began his business career towards the end of his football career, earning his realtors license in 1979. Mr. Forzani started Kelvion Properties in 1990, which specialized in most aspects of the Real Estate business including Land Purchase, Land Zoning, House Building, Land Sub Division, Mortgage Loaning and Renovations.

In 1974, Mr. Forzani was one of the Original Founders and Owners of Forzani Locker Room which became the Canadian publicly traded company The Forzani Group in 1993. The Forzani Group went from one store in 1974, to a retail empire encompassing more than 500 retail locations and over 13,000 employees. In 2011, The Forzani Group sold to Canadian conglomerate Canadian Tire Corporation for $800,000,000 (Canadian Dollars). Tom Forzani has been a Director since January 21, 2021.2023.

Geoff Stanbury, was born and raised in South West England and immigrated to North America at 19. In 1981 shortly after settling in Alberta, Mr. Stanbury founded his company Good Earth Environs which specializes in Land, Snow, and Erosion management. Good Earth has maintained contracts with some of Alberta’s largest Residential companies including Brookfeild RP, for over 20 years.

Today, Mr. Stanbury is a seasoned Investor with a portfolio ranging in both the private and public sector. Mr. Stanbury is passionate about entrepreneurship and innovation. He looks forward to providing veteran leadership to the board, assisting in the best way possible, on the path to success. Mr. Stanbury has been a Director since January 21, 2021.2023.

Involvement in Certain Legal Proceedings

To our knowledge, during the past ten years, none of our directors, executive officers, promoters, control persons, or nominees has:

Board Committees

As atof June 30, 2020,2023, the Company did not currently maintain a board of directors that is composed of a majority of “independent” directors. The Company does not expect to initially appoint an audit committee, nominating committee and/or compensation committee, or to adopt charters relative to each such committees.

Code of Business Conduct and Ethics

We have not adopted a Code of Business Conduct and Ethics.

Limitation of Directors Liability and Indemnification

We do not have director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us, including matters arising under the Securities Act, although we intend to acquire such insurance. Florida law and our bylaws provide that we will indemnify our directors and officers who, by reason of the fact that he or she is one of our officers or directors, is involved in a legal proceeding of any nature.

There is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification will be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim for such indemnification.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information regarding the total compensation awarded to, earned by, or paid to our chief executive officer and the most highly-compensated executive officers (other than the chief executive officer) who were serving as executive officers as of June 30, 20202023 for services rendered in all capacities to us for the fiscal years ended June 30, 2020, 20192023, 2022 and 2018.2021.

Employment and Consulting Agreements

None

None

Outstanding Equity Awards at Fiscal Year-End Table

The following table summarizes, for each of the named executive officers, the number of shares of common stock underlying outstanding stock options held as of June 30, 2020.2023.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth the number of shares of common stock beneficially owned as of June 30, 20202023 by:

Beneficial ownership is determined based on the rules and regulations of the Commission. A person has beneficial ownership of shares if such individual has the power to vote and/or dispose of shares. This power may be sole or shared and direct or indirect. Applicable percentage ownership in the following table is based on the total of 18,100,000220,009,575 shares of common stock outstanding as of June 30, 2020.2023. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock that are subject to options or warrants held by that person and exercisable as of, or within 60 days of, June 30, 2020.2023. These shares, however, are not counted as outstanding for the purposes of computing the percentage ownership of any other person(s). Except as may be indicated in the footnotes to this table and pursuant to applicable community property laws, each person named in the table has sole voting and dispositive power with respect to the shares of common stock set forth opposite that person’s name. Unless indicated below, the address of each individual listed below is c/o Genesys Industries,Forza Innovations, Inc. 1914 24^th Ave E, Palmetto, Florida 34221.30 Forzani Way NW, Calgary, Alberta T3Z 1L5.

(1) less than 1%

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

None.

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 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. As of June 30, 2020, the Company owed $112,729 of principal and $11,279 of accrued interest on the LOC.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

BF Borgers CPA PC served as our independent registered public accounting firm for the 2023 fiscal year and Michael Gillespie & Associates, PLLC served as our independent registered public accounting firm for the 2020 and 20192022 fiscal years.year.  The following table shows the fees that were billed for the audit and other services provided by this firmthese firms for 20202023 and 20192022 fiscal years.

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm.  Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services.  Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board.  Any such approval by the designated member is disclosed to the entire Board at the next meeting.  

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements.

The response to this portion of Item 15 is set forth under Item 8 hereof.

(a)(2) Financial Statement Schedules.

All schedules have been omitted because they are not required or because the required information is given in the Financial Statements or Notes thereto.

(a)(3) Exhibits.

The exhibits listed below are filed as part of this Annual Report on Form 10-K.

* Filed herewith

(1) Incorporated by reference from Form S-1 filed on August 31, 2016 and as amended until December 23, 2016.

(2) Incorporated by reference from Form 8-K filed on November 20, 2016.

(3) Incorporated by reference from Form 8-K filed on November 22, 2016.

SIGNATURES

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

GENESYS INDUSTRIES, INC.

FORZA INNOVATIONS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2020

MICHAEL GILLESPIE & ASSOCIATES, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

10544 ALTON AVE NE

SEATTLE, WA 98125

206.353.5736

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Shareholders & Boardshareholders and the board of Directors

Genesys Industries,directors of Forza Innovations Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheetsheets of Genesys Industries,Forza Innovations Inc. as of June 30, 20202023 and 2019 and2022, the related statements of operations, changes in stockholders’ deficit,stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as “financial statements”) for the period ended June 30, 2020 and 2019."financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 20192023 and 20182022, and the results of its operations and its cash flows for the periodsyears then ended, in conformity with accounting principles generally accepted in the United States of America.States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note #33 to the financial statements, although the Company has limitedsuffered recurring losses from operations itand has yeta significant accumulated deficit. In addition, the Company continues to attain profitability. This raisesexperience negative cash flows from operations. These factors raise substantial doubt about itsthe Company's ability to continue as a going concern. Management’s planManagement's plans in regard to these matters isare also described in Note #3.3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’sCompany's management. Our responsibility is to express an opinion on the Company’sCompany's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our auditsaudit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 Critical Audit Matter

Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/S/ MICHAEL GILLESPIE & ASSOCIATES, PLLCBF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company’sCompany's auditor since 2016.2021

Lakewood, CO

January 17, 2024

Seattle, Washington

April 26, 2021FORZA INNOVATIONS INC.

GENESYS INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial statements.

GENESYS INDUSTRIES,FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these consolidated financial statements.

GENESYS INDUSTRIES, INC.

FORZA INNOVATIONS INC.

CONSOLIDATED STATEMENTSTATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)STOCKHOLDERS' DEFICIT

FOR THE YEARS ENDED JUNE 30, 20202022 AND 20192023

The accompanying notes are an integral part of these consolidated financial statements.

FORZA INNOVATIONS INC.

GENESYS INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS