Except for the audited historical information contained herein, this report specifies forward-looking statements of management of the Company within the meaning of Section 27a of the Securities Act of 1933 and Section 21e of the Securities Exchange Act of 1934 ("forward-looking statements") including, without limitation, forward-looking statements regarding the Company's expectations, beliefs, intentions and future strategies. Forward-looking statements are statements that estimate the happening of future events and are not based on historical facts. Forward- looking statements may be identified by the use of forward-looking terminology, such as "could", "may", "will", "expect", "shall", "estimate", "anticipate", "probable", "possible", "should", "continue", "intend" or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in this report have been compiled by management of the Company on the basis of assumptions made by management and considered by management to be reasonable. Future operating results of the Company, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements. The assumptions used for purposes of the forward-looking statements specified in this report represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In addition, those forward-looking statements have been compiled as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this report. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in this report are accurate and the Company assumes no obligation to update any such forward-looking statements.





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RESULTS OF OPERATIONS FOR THE YEARS ENDED JUNE 30, 2022 AND JUNE 30, 2021





Revenues:

The Company received $30,000 from consulting services for the fiscal year ended June 30, 2022 as compared to $61,000 from consulting services for the fiscal year ended June 30, 2021.





Operating Expenses:

The Company incurred total operating expenses of $16,929,928 for the fiscal year ended June 30, 2022 as compared to $913,616 for the year ended June 30, 2021. The increase of operating expenses between the two fiscal periods $16,047,312 includes an increase of $45,538 in general and administrative expenses, an increase of $112,500 in salaries and wages, an increase of $1,018,651 for the development costs of the Asia Diamond Exchange and an increase of $14,839,623 in professional services mainly associated with the issuances of the Company's stock for the development and launching of an Asia Diamond Exchange (ADE) blockchain token.

Income (loss) from operations:

The Company had a loss from operations of $ 16,899,928 for the fiscal year ended June 30, 2022 as compared to a loss from operations of $852,616 for the fiscal year ended June 30, 2021. This represents an increase of $16,047,312 in loss from operations during the current fiscal year as compared to that of the precious year. This was mainly due to an increase of $45,538 in general and administrative expenses, an increase of $112,500 in salaries and wages, an increase of $1,018,651 for the development costs of the Asia Diamond Exchange and an increase of $14,839,623 in professional services mainly associated with the issuances of the Company's stock for the development and launching of an Asia Diamond Exchange (ADE) blockchain token as mentioned above.





Other income (expense):

The Company had net other expenses of $ 4,254,515 for the fiscal year ended June 30, 2022 as compared to net other expenses of $5,700,562 for the fiscal year ended June 30, 2021. The net variance of $1,446,047 between the two fiscal periods was primarily due to an increase of $711,419 in other income, an increase in interest expenses in the amount of $1,223,277 and a decrease in other expenses in the amount of $1,957,905. The Company recognized $1,118,195 as other income in connection with a gain in settlement of debt in the amount of $1,017,969 and the sale of 400,000 CO2-1-0(CARBON) Corp. tokens for $100,000. As for other expenses, the Company incurred $3,780,153 under this category during the fiscal year ended June 30, 2022, primarily due to a loss in the amount of $877,484 in connection with cashless warrant exercises, a loss on note discounts of $221,307, penalties of $215,663, commissions of $10,000, a loss on derivatives of $427,704, a loss on issuance of stock in the amount of $237,879, prepayment premium of $23,809, and total financing costs of $336,392, as compared to $5,700,562 in other expenses during the previous fiscal year. Interest expenses for the current fiscal year is $1,592,557 as compared to interest expenses of $369,280 for the previous fiscal year.





Net income (loss):

The Company had a net loss of $21,154,443 for the fiscal ended June 30, 2022, as compared to a net loss of $6,553,178 for the fiscal year ended June 30, 2021, representing a variance of $14,601,265 in net loss between the two fiscal years. The net loss per share based on the basic and diluted weighted average number of common shares outstanding for the fiscal years ended June 30, 2022 and June 30, 2021 was both $(0.00).





CASH FLOWS

We had in cash and cash equivalents of $67,896 as of June 30, 2022 as compared to $95,344 in cash and cash equivalents as of June 30, 2021, respectively.

Net cash used in our operating activities was $ 1,545,570 for the fiscal year ended June 30, 2022 as compared to cash used in operating activities of $ 79,446 for the fiscal year ended June 30, 2021.





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The underlying reasons for the variance in net cash provided by and used in operating activities between the two fiscal year periods were mainly due to an increase in net loss from operations of $14,601,265, a net change in non-cash issuances of stock of $20,404,740, an increase in deferred financing costs of $355,860, a net decrease in assets and prepaid expenses of $179,420 and a net increase in accounts payable and accrued expenses of $224,410 between the two fiscal years.

There was $410,438 cash provided by investing activities during the fiscal year ended June 30, 2022, compared to $441,995 cash used in investing activities during the same period ended June 30, 2021.

Net cash provided by financing activities was $ 1,107,288 for the fiscal year ended June 30, 2022 as compared with net cash provided by financing activities of $391,404 for the fiscal year ended June 30, 2021. The net cash provided by financing activities for the current fiscal year primarily came from notes payable in the amount of $1,087,288 and $20,000 from issuances of common stock for cash.

HISTORICAL FINANCING ARRANGEMENTS

SHORT TERM NOTES PAYABLE AND ISSUANCE OF COMMON STOCK

In the course of its business, the Company has obtained short-term loans from individuals and institutional investors and from time to time raised money by issuing restricted common stock of the Company under the auspices of Rule 144. These notes bear interest rates ranging from 0% to 36% per annum. (Notes 8 & 13).





CONVERTIBLE PROMISSORY NOTES

The Company has also from time to time issued convertible promissory notes to various private investment funds for short-term working capital and special projects. Typically, these notes bear interest rates from 5% to 12% per annum, mature within one year, are convertible to common stock of the Company at a discount ranging from 42% to 50%, and may be repaid within 180 days at a prepayment premium ranging from 130% to 150%. (Note 8)

COMPANY'S PLAN OF OPERATION FOR THE FOLLOWING 12 MONTHS

In the next twelve months the Company's goals are to advance a number of sub-funds under PHILUX Global Funds SCA, SICAV-RAIF for investment in real estate, renewable energy, agriculture, infrastructure, and healthcare, as well as develop the Asia Diamond Exchange in Vietnam. The Company will also continue to carry out its merger and acquisition program by acquiring target companies for roll-up strategy and also invest in special situations. In particular, the Company plans to complete the pending acquisitions of KOTA Energy Group LLC, KOTA Construction LLC, and Tin Thanh Group and intends to execute the new business plan in conjunction with Tin Thanh Group regarding the smart-tire leasing program and the production of hydrogen in collaboration with Air Products and Chemicals. Moreover, the Company will continue to provide advisory and consulting services to international clients through its wholly owned subsidiary PHILUX Capital Advisors, Inc. (formerly known as PHI Capital Holdings, Inc.)

In addition, the Company and its subsidiaries have entered into loan financing agreements, investment management agreements, joint venture agreement, and memorandum of understanding with six international investor groups for a total of six billion three hundred million U.S. dollars, as reported in various 8-K filings with the Securities and Exchange Commission. The Company expects to begin receiving capital through these sources in the near future to support its merges and acquisitions and investment programs.





FINANCIAL PLANS

MATERIAL CASH REQUIREMENTS: We must raise substantial amounts of capital to fulfill our plans for PHILUX Global Funds and for acquisitions. We intend to use equity, debt and project financing to meet our capital needs for acquisitions and investments.

Management has taken action and formulated plans to meet the Company's operating needs through June 30, 2023 and beyond. The working capital cash requirements for the next 12 months are expected to be generated from operations, sale of marketable securities and additional financing. The Company plans to generate revenues from its consulting services, merger and acquisition advisory services, and acquisitions of target companies with cash flows.

AVAILABLE FUTURE FINANCING ARRANGEMENTS: The Company may use various sources of funds, including short-term loans, long-term debt, equity capital, and project financing as may be necessary. The Company believes it will be able to secure the required capital to implement its business plan.





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EQUITY LINE OF CREDIT WITH INSTITUTIONAL INVESTOR

On March 01, 2022, the Company entered into an equity purchase agreement with an institutional investor ("The Investor") as follows:

The Investor will provide an equity line of up to $10,000,000 to the Company, pursuant to which the Company has the right, but not the obligation, during the 24 months after an effective registration of the underlying shares, to issue a notice to the Investor (each a "Drawdown Notice") which shall specify the amount of registered shares of common stock of the Company (the "Put Shares") that the Company elects to sell to the Investor, from time to time, up to an aggregate amount equal to $10,000,000.

The pricing period of each put will be the 7 trading days immediately following receipt of the Put Shares (the "Pricing Period").

The purchase price per share shall mean 90% of the average of the 2 lowest volume-weighted average prices of the Common Stock during the Pricing Period, less clearing fees, brokerage fees, other legal, and transfer agent fees incurred in the deposit (the "Net Purchase Amount"). The Investor shall pay the Net Purchase Amount to the Company by wire for each Drawdown Notice within 2 business days of the end of the Pricing Period.

The put amount in each Drawdown Notice shall not be less than $50,000 and shall not exceed the lesser of (i) $500,000 or (ii) 200% of the average dollar trading volume of the Common Stock during the 7 trading days immediately before the Put Date, subject to Beneficial Ownership cap.

There shall be a 7 trading day period between the receipt of the Put Shares and the next put.

The Company intends to file an S-1 Registration Statement with the Securities and Exchange Commission for this Equity Line of Credit.

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