Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview; Recent Developments

We are a holding company that has been seeking to exploit a patent and obtain and exploit future patents for the Smart Shin Guard. Because of the delays in developing a business and in being able to monetize the Smart Shin Guard business and due to our continuing losses, we are currently focusing on electricity production from solar plants to be developed in Italy and engaging in energy trading.

The Smart Shin Guard is a wearable protective device designed to be used while playing soccer and 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 are relying on the ability to raise the necessary capital to exploit the patents we acquired for the Smart Shin Guard. We plan to market and sell this product to athletes, sports teams, organizations and leagues, with an initial focus on professional and amateur soccer (football) teams and leagues, both within the U.S. and abroad.

In addition, in late 2024 and early 2025 the Company has entered into certain agreements for a new clean energy business through Insside. These agreements provide for the Company's purchase of surface rights of certain land in Italy for solar energy projects, the construction of solar energy plants by a new special purpose entity, Green Capital SRL ("Green Capital"), an Italian company in Bergamo, which is charged with the duty of raising substantial capital to build solar plants, assuming financing is obtained and the sale of electricity from such projects and any separate arrangements we may undertake with respect to the sale of electricity.

We have not generated revenue on a consistent basis or in amounts which are necessary to offset operating losses, and need substantial additional financing to continue the development and commercialization of our business plan and related products and services. However, we expect to generate revenue from the sale of electricity to third parties under separate arrangements which we are in the process of negotiating and structuring, as well as from our existing arrangements with Green Capital if and when Green Capital is able to raise the necessary capital to construct the solar plants contemplated by those arrangements. See Note 1 in the accompanying footnotes to our financial statements contained in this Report. However, no assurances can be given that these efforts will result in us generating material revenue on a consistent basis or at all.

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, 2025 Compared to the Fiscal Quarter Ended September 30, 2024

We had $3,485 in revenue in the three months ended September 30, 2025 compared to $45,732 revenue for the three months ended September 30, 2024, and we sustained net losses of $34,218 and $12,717, respectively, in those periods.

During the three months ended September 30, 2025 and 2024, operating expenses were $38,523 and $58,449, respectively, which consisted of general and administrative expenses, including professional fees for legal and financial services, and patent development costs.

We do not expect to generate material revenue unless and until we can implement our business plan and begin marketing and selling our products and services in sufficient quantities, which has been delayed due to a combination of our limited capital resources and external forces resulting in delays in the development of our business, which has and until completed will continue to adversely affect our marketing capabilities. In addition, our focus on multiple businesses beginning in recent periods may further delay these efforts and our operating results given our limited resources and personnel.

In order to become profitable, we will need to complete the development of a functional Smart Shin Guard product and thereafter establish a sufficient market for such 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. We will also need to establish and maintain sufficient resources and infrastructure to pursue material operations in the clean energy space. In order to achieve our business objectives, we will need to access sufficient capital, form strategic alliances and develop an adequate market with respect to our business plans and any future business opportunities we may pursue.

Liquidity and Capital Resources

Net Cash used in Operating Activities:

For the three months ended September 30, 2025, the Company used net cash of $(34,390) in operating activities as compared to $(45,173) for the three months ended September 30, 2024. Key factors included accounts payable and accrued expenses of $(7,141) for the 2025 period compared to $893 for the 2024 period and deferred revenue of $6,969 for the 2025 period compared to $(37,098) for the 2024 period.

Cash Flows provided by Financing Activities:

Cash flows provided by financing activities for the three months ended September 30, 2025 were $33,720 compared to $29,039 for the three months ended September 30, 2024, in each case reflecting advances from related parties.

Liquidity

We have $1,848 in available cash as of September 30, 2025. 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 Note 2 in the footnotes to the financial statements contained in this Report, management has expressed substantial doubt about our ability to continue as a going concern for the next 12 months from the date the financial statements were issued, unless we can raise the required capital or generate material revenue to fund our operations.

We do not have sufficient capital to support our operations for the next 12 months and will 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 continue to raise capital from existing investors if and to the extent possible. We estimate that we will need to raise at least $250,000 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.

There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, heightened central bank interest rates and recessionary fears, as well as trends within the industries in which we operate or plan to operate, all of which may affect our working capital requirements and ability to raise funding for our operations within the timeframes desired, on favorable terms or at all. See "Risk Factors" on the Company's Annual Filing on Form 10-K filed with the Securities and Exchange Commission on October 14, 2025.

Cautionary Note Regarding Forward Looking Statements

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business plans and prospective operations and arrangements involving the construction of solar plants and the sale of electricity and potential transactions and potential future revenue and other benefits of such plan and operations, the development of the Smart Shin Guard and plans to pursue a market for and begin commercializing the product, future sources of revenue and anticipated timing and efforts relating to revenue-generating activities, our exploration of potential new business opportunities, the implementation of our business plan and expected timelines for meeting objectives, strategic alliances, our capital raising efforts 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.

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 any inability to raise sufficient capital by us or our related party partner or otherwise proceed with our business plans, the potential adverse effects of United States tariffs and any retaliatory actions, interest rates, a deteriorating labor market, volatility in the capital markets, geopolitical conflicts such as those occurring in Israel and Ukraine and negative operational impacts or an economic downturn or recession which may result, which may result in delays or obstacles in or prevent us from raising capital as and when needed or at all, supply chain disruptions, shortages and delays and other potential unforeseen events which may adversely affect our ability to develop, manufacture and sell our products and/or offer any services within the intended timeframes or at all, declines in consumer and business spending, risks and uncertainties surrounding the new business opportunities we seek to pursue in the clean energy sector, and the risks disclosed in our prior filings with the SEC including in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025 under "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.