UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly period ended

March 31, 2023

Or

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (For the transition period from to).

Commission File Number: 333-260704

HOOPS SCOUTING USA

(Exact name of registrant as specified in its charter)

Wyoming	7389	38-4010393
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

63 Rocio Court

Palm Desert, CA 92260

Tel: (760) 636-4353

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

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 such 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 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 or a smaller reporting Company. See the definitions of “large, accelerated filer,” “accelerated filer” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting Company	☒
Emerging Growth Company	☐

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

Indicate by check mark whether the registrant is a shell Company (as defined in rule 12b-2 of the Exchange Act.) ☐ Yes    ☒ No

The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of December 30, 2024 was 63,750,000.

PART I	FINANCIAL INFORMATION:	3
Item 1.	Financial Statements	3
	Unaudited Balance Sheets as of March 31, 2023 (Restated) and June 30, 2022	4
	Unaudited Statements of Operations for the three and nine months ended March 31, 2023 (Restated), and 2022	5
	Unaudited Statements of Stockholders’ Deficit for the three and nine months ended March 31, 2023 (Restated), and 2022	6
	Unaudited Statements of Cash Flows for the nine months ended March 31, 2023 (Restated), and 2022	7
	Notes to the Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION:	19
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Mine Safety Disclosures	19
Item 5.	Other Information	19
Item 6.	Exhibits	20
	Signatures	21

2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying interim financial statements of Hoops Scouting USA. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements should be read in conjunction with the Company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

3

HOOPS SCOUTING USA
Condensed Balance Sheets (Unaudited)
	March 31, 2023			June 30, 2022
	(Restated)
Assets
Current assets
Cash	$	20		$	392
Total current assets		20			392
Property and equipment
Intangible asset	$	100,000		$	-
Less: Amortization		(3,927	)		-
Property and equipment net	$	96,073		$	-
Total assets	$	96,093		$	392
Liabilities and stockholders’ deficit
Current liabilities
Bank Overdraft	$	40		$	-
Accounts payable and accrued liabilities		2,601			4,903
Due to related party (Note 3)		79,797			61,581
Total current liabilities		82,438			66,484
Non-current liabilities
Loans payable (Note 5)		16,000			16,000
Total liabilities	$	98,438		$	82,484
Stockholders’ deficit
Common stock authorized: 10,000,000,000 common shares, $0.0001 par value 63,750,000 shares issued and outstanding as of March 31, 2023 and June 30,2022	$	6,375		$	6,375
Share subscription payable		100,000			-
Additional paid-in capital		28,675			28,675
Accumulated deficit		(137,395	)		(117,142	)
Total stockholders’ deficit	$	(2,345	)	$	(82,092	)
Total liabilities and stockholders’ deficit	$	96,093		$	392
(The accompanying notes are an integral part of these unaudited condensed financial statements)

4

HOOPS SCOUTING USA
Condensed statements of operations
(unaudited)
	For the three months ended March 31, 2023			For the three months ended March 31, 2022			For the nine months ended March 31, 2023			For the nine months ended March 31, 2022
	(Restated)						(Restated)
Expenses
Amortization expenses	$	3,927		$	-		$	3,927		$	-
General and administrative		189			32			340			655
Professional fees		3,000			22,250			11,800			43,450
Transfer agent and filing fees		2,373			745			4,186			4,384
Total expenses	$	9,489		$	23,027		$	20,253		$	48,489
Net loss	$	(9,489	)	$	(23,027	)	$	(20,253	)	$	(48,489	)
Net loss per common share - basic and diluted		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of shares of common stock outstanding - basic and diluted		63,750,000			63,750,000			63,750,000			63,750,000
(The accompanying notes are an integral part of these unaudited condensed financial statements)

5

HOOPS SCOUTING USA
Condensed Statements of Stockholders’ Deficit
(Unaudited)
	Common stock				Additional			Share		Share						Total
	Number of shares		Amount		paid-in capital			subscriptions payable		subscriptions received			Accumulated deficit			stockholders’ deficit
For the three and nine months ended March 31, 2022
Balance, June 30, 2021		37,500,000	$	3,750	$	(3,700	)	$	-	$	32,000		$	(64,699	)	$	(32,649	)
Share subscriptions received		-		-		-			-		3,000			-			3,000
Net loss for the period		-		-		-			-					(16,830	)		(16,830	)
Balance, September 30, 2021		37,500,000	$	3,750	$	(3,700	)	$	-	$	35,000		$	(81,529	)	$	(46,479	)
Balance, September 30, 2021		37,500,000	$	3,750	$	(3,700	)	$	-	$	35,000		$	(81,529	)	$	(46,479	)
Share subscriptions received		26,250,000		2,625		32,375			-		(35,000	)		-			-
Net loss for the period		-		-		-			-	$				(8,632	)		(8,632	)
Balance, December 31, 2021		63,750,000	$	6,375	$	28,675		$	-		-		$	(90,161	)	$	(55,111	)
Balance, December 31, 2021		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(90,161	)	$	(55,111	)
Net loss for the period		-		-		-			-		-			(23,027	)		(23,027	)
Balance, March 31, 2022		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(113,188	)	$	(78,138	)
For the three and nine months ended March 31, 2023 (Restated)
Balance, June 30, 2022		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(117,142	)	$	(82,092	)
Net loss for the period		-		-		-			-		-			(413	)		(413	)
Balance, September 30, 2022		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(117,555	)	$	(82,505	)
Balance, September 30, 2022		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(117,555	)	$	(82,505	)
Net loss for the period		-		-		-			-		-			(10,351	)		(10,351	)
Balance, December 31, 2022		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(127,906	)	$	(92,856	)
Balance, December 31, 2022		63,750,000	$	6,375	$	28,675		$	-	$	-		$	(127,906	)	$	(92,856	)
Share subscription payable		-		-		-			100,000		-			-			100,000
Net loss for the period		-		-		-			-		-			(9,489	)		(9,489	)
Balance, March 31, 2023		63,750,000	$	6,375	$	28,675		$	100,000	$	-		$	(137,395	)	$	(2,345	)
(The accompanying notes are an integral part of these unaudited condensed financial statements)

6

HOOPS SCOUTING USA
Condensed statements of cash flows
(Unaudited)
	For the nine months ended March 31, 2023			For the nine months ended March 31, 2022
	(Restated)
Cash Flows from Operating Activities:
Net loss	$	(20,253	)	$	(48,489	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization expenses		3,927			-
Changes in operating assets and liabilities:
Increase (Decrease) in Bank Overdraft		40			-
Increase (Decrease) in accounts payable and accrued liabilities		(2,302	)		348
Net cash used in operating activities	$	(18,588	)	$	(48,141	)
Cash Flows from Investing Activities
Purchase of intangible asset	$	(100,000	)	$	-
Net cash used in investing activities	$	(100,000	)	$	-
Cash Flows from Financing Activities:
Share subscription payable	$	100,000		$	-
Proceeds from related parties	$	18,216		$	35,001
Proceeds from share subscriptions received		-			3,000
Net cash provided by financing activities	$	118,216		$	38,001
Net increase (decrease) in cash, cash equivalents and restricted cash		(372	)		(10,140	)
Cash, cash equivalents and restricted cash at beginning of the period		392			10,586
Cash, cash equivalents and restricted cash at end of the period	$	20		$	446
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash financing and investing activities:
Asset acquired through share subscription payable	$	100,000		$	-
(The accompanying notes are an integral part of these condensed unaudited financial statements)

7

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Hoops Scouting USA (the “Company”) was incorporated in the State of Wyoming on October 31, 2016. The Company is in the business of scouting high school and college basketball players in Colorado. In furtherance of our business plan, February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”).

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. This contagious disease outbreak and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn. The impact on the Company has not been significant, but management continues to monitor the situation.

These condensed financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and ultimately the attainment of profitable operations. During the period ended March 31, 2023, the Company had no revenues and incurred a net loss of $20,253. As at March 31, 2022, the Company has a working capital deficit of $(82,418) and an accumulated deficit of $137,395. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Significant Accounting Policies

(a) Basis of Presentation

The accompanying condensed financial statements of the Company should be read in conjunction with the financial statements and accompanying notes filed with the U.S. Securities and Exchange Commission for the fiscal year ended June 30, 2022. In the opinion of management, the accompanying condensed financial statements reflect all adjustments of a recurring nature considered necessary to present fairly the Company’s financial position and the results of its operations and its cash flows for the periods shown.

(b) Use of Estimates and Judgments

The preparation of these condensed financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. It also requires management to exercise its judgment in the processing of applying the Company’s accounting policies. The Company regularly evaluates estimates and assumptions related to deferred income tax valuation allowances. The Company bases its estimates and assumptions on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The impacts of such estimates and judgments are pervasive throughout the financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates and judgments are recognized in the period in which the estimate is revised and future periods if the revision affects both current and future periods. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

8

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

(c) Recent Accounting Pronouncements

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

(d) Intangible assets

Intangible assets consist of all rights, title and interest of seller and its affiliates in the Grit Mobile Application and related complementary products acquired in an asset purchase agreement. The estimated useful life of these assets was determined to be 5 years. The Company periodically evaluates the reasonableness of the useful lives of these assets. Once these assets are fully amortized, they are removed from the accounts. These assets are reviewed for impairment or obsolescence when events or changes in circumstances indicate that the carrying amount may not be recoverable. If impaired, intangible assets are written down to fair value based on discounted cash flows or other valuation techniques. The Company has no intangibles with indefinite lives.

(e) Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. To determine recoverability of a long-lived asset, management evaluates whether the estimated future undiscounted net cash flows from the asset are less than its carrying amount. If impairment is indicated, the long-lived asset would be written down to fair value. Fair value is determined by an evaluation of available price information at which assets could be bought or sold, including quoted market prices, if available, or the present value of the estimated future cash flows based on reasonable and supportable assumptions.

3. Related Party Transactions

During the nine months ended March 31, 2023, president of the Company contributed $18,216 towards operating expenses.

As at March 31, 2023, the Company owed $79,797 (June 30, 2022 - $61,581) to the President and Director of the Company, which is unsecured, non-interest bearing, and due on demand.

4. Property and Equipment

	As at March 31, 2023			As at June 30, 2022
Intangible asset	$	100,000		$	-
Less: Amortization		(3,927	)		-
Property and equipment net	$	96,073		$	-

Depreciation expense was $3,927 for the three and nine months ended March 31, 2023 respectively.

9

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

5. Common Stock

During the nine months period ended March 31, 2023, the Company received zero proceeds (As of March 31, 2021 $3,000) relating to share subscriptions for the issuance of common shares at $0.10 per share.

On October 15, 2021, the Company issued (350,000 before split) 26,250,000 common shares at $0.10 per share for proceeds of $35,000, of which $32,000 were received during the year ended June 30, 2021.

On June 9, 2023, the Company executed forward stock split at 75:1

As at March 31, 2023 and June 30, 2022 common shares issued and outstanding is 63,750,000 (850,000 before split) and 63,750,000 (850,000 before split) shares respectively.

6. Share Subscription Payable

During the three months ended March 31, 2023, the Company purchased intangible assets valued at $100,000 by issuing the share subscription. This share subscription payable was converted into equity shares of 500,000 at $0.20 per share on May 8, 2023.

7. Loans Payable

As at March 31, 2023, the Company owed $16,000 (June 30, 2022 - $16,000) to non-related parties for loans payable. The amounts owing are unsecured, non-interest bearing, and due on or before December 31, 2023.

10

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

8. Restatement

The following are previously recorded and restated balances as of March 31,2023.

HOOPS SCOUTING USA
Restated Balance Sheets
	March 31, 2023			March 31, 2023			March 31, 2023
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
Assets
Current assets
Cash	$	20		$	-		$	20
Total current assets		20			-			20
Property and equipment
Intangible Assets	$	100,000		$	-		$	100,000
Less:Amortization		(3,927	)		-			(3,927	)
Property and equipment net	$	96,073					$	96,073
Total assets	$	96,093		$	-		$	96,093
Liabilities and stockholders’ deficit
Current liabilities
Bank overdrawn	$	40		$	-			40
Accounts payable and accrued liabilities		6,601			(4,000	)	$	2,601
Promissory note payable		100,000			(100,000	)		-
Due to related party (Note 3)		79,797			-			79,797
Total current liabilities		186,438			(104,000	)		82,438
Non-current liabilities
Loans payable (Note 5)		16,000			-			16,000
Total liabilities	$	202,438		$	(104,000	)	$	98,438
Stockholders’ deficit
Common stock authorized: 10,000,000,000 common shares, $0.0001 par value 63,750,000 shares issued and outstanding as of March 31, 2023 and June 30,2022	$	6,375		$	-		$	6,375
Share subscription payable		-			100,000			100,000
Additional paid-in capital		28,675			-			28,675
Accumulated deficit		(141,395	)		4,000			(137,395	)
Total stockholders’ deficit	$	(106,345	)	$	104,000		$	(2,345	)
Total liabilities and stockholders’ deficit	$	96,093		$	-		$	96,093
(The accompanying notes are an integral part of these condensed unaudited financial statements)

11

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

HOOPS SCOUTING USA
Restated Statement of Operations
(unaudited)
	For the three months ended March 31, 2023			For the three months ended March 31, 2023			For the three months ended March 31, 2023
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
Expenses
Amortization expenses	3927				-			3,927
General and administrative	$	189		$	-		$	189
Professional fees		4,000			(1,000	)		3,000
Transfer agent		2,373			-			2,373
Total expenses	$	10,489		$	(1,000	)	$	9,489
Net loss	$	(10,489	)	$	1,000		$	(9,489	)
Net loss per common share - basic and diluted		(0.00	)		0.00			(0.00	)
Weighted average number of shares of common stock outstanding - basic and diluted		63,750,000			63,750,000			63,750,000
(The accompanying notes are an integral part of these condensed unaudited financial statements)

12

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

HOOPS SCOUTING USA
Restated Statement of Operations
(unaudited)
	For the nine months ended March 31, 2023			For the nine months ended March 31, 2023			For the nine months ended March 31, 2023
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
Expenses
Amortization expenses	$	3,927		$	-		$	3,927
General and administrative		340			-			340
Professional fees		15,800			(4,000	)		11,800
Transfer agent		4,186			-			4,186
Total expenses	$	24,253		$	(4,000	)	$	20,253
Net loss	$	(24,253	)	$	4,000		$	(20,253	)
Net loss per common share - basic and diluted		(0.00	)		0.00			(0.00	)
Weighted average number of shares of common stock outstanding - basic and diluted		63,750,000			63,750,000			63,750,000
(The accompanying notes are an integral part of these condensed unaudited financial statements)

13

HOOPS SCOUTING USA

Notes to the condensed financial statements

March 31, 2023

(Expressed in US dollars)

(unaudited)

HOOPS SCOUTING USA
Restated Statements of Cash Flows
(unaudited)
	For the nine months ended March 31, 2023			For the nine months ended March 31, 2023			For the nine months ended March 31, 2023
	(As Previously Reported)			(Restatement Adjustments)			(As Restated)
Cash Flows from Operating Activities:
Net loss	$	(24,253	)	$	4,000		$	(20,253	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization Expenses		3,927			-			3,927
Changes in operating assets and liabilities:
Increase (Decrease) in Bank Overdraft		40			-			40
Increase (Decrease) in accounts payable and accrued liabilities		1,698			(4,000	)		(2,302	)
Net cash used in operating activities	$	(18,588	)	$	-		$	(18,588	)
Cash Flows from Investing Activities:
Purchase of intangible asset	$	(100,000	)		-			(100,000	)
Net cash used in investing activities		(100,000	)		-			(100,000	)
Cash Flows from Financing Activities:
Share subscription payable		-			100,000			100,000
Proceeds from promissory note		100,000			(100,000	)		-
Proceeds from related parties		18,216			-			18,216
Proceeds from share subscriptions received		-			-			-
Net cash provided by financing activities	$	118,216		$	-		$	118,216
Net increase (decrease) in cash, cash equivalents and restricted cash		(372	)		-			(372	)
Cash, cash equivalents and restricted cash at beginning of the period		392			-			392
Cash, cash equivalents and restricted cash at end of the period	$	20		$	-		$	20
Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-
Non-Cash financing and investing activities:
Asset acquired through promissory note payable	$	100,000			(100,000	)		-
Asset acquired through share subscription payable		-			100,000			100,000
(The accompanying notes are an integral part of these condensed unaudited financial statements)

9. Subsequent Event

The Company evaluated all events or transactions that occurred after March 31, 2023, through the date of filing this report.

As of May 8, 2023, the Company issued 500,000 shares at $0.20 per share against share subscription payable.

14

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward- looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

Liquidity and Capital Resources

As of March 31, 2023, we had a cash balance of $20 and total assets of $96,093 compared to cash and total assets of $392 as at June 30, 2022. The increase in total assets was due to an asset acquisition. In furtherance of our business plan, on February 17, 2023, we entered into an Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”). The Assets are valued at $100,000

As at March 31, 2023, and June 30, 2022 we had total liabilities of $98,438 and $82,484 respectively. Our liabilities at March 31, 2023 and June 30, 2022 were comprised of amounts due to our President and Director and for two loans payable to non- related parties for $16,000, which are unsecured, non-interest bearing, and due on or before December 31, 2023.

During the three months ended March 31, 2023 the President of the Company contributed $6,416 towards operating expenses.

Our working capital deficit was $82,418 as at March 31, 2023 compared to $66,092 as at June 30, 2022 respectively.

During the period ended March 31, 2023, we did not issue any common shares. During the year ended June 30, 2022, the Company received $3,000 of share subscriptions relating to a private placement of common shares at $0.10 per share. On October 18, 2021, the Company issued 350,000 common shares at $0.10 per share relating to private placement proceeds of $35,000 that was received as at September 30, 2021.

Results of Operations

For the three months ended March 31, 2023 and 2022.

During the three months ended March 31, 2023, we incurred $9,489 of operating expenditures comprised of amortization expenses, general and administrative, professional fees, and transfer agent fees compared to $23,027 for general and administrative bank and transfer agent fees during the three months ended March 31, 2022.

15

For the nine months ended March 31, 2023 and 2022.

During the nine months ended March 31, 2023, we incurred $20,253 of operating expenditures comprised of amortization expenses, general and administrative, professional fees and transfer agent fees compared to $48,489 for general and administrative, professional fees and transfer agent fees during the six months ended March 31, 2022. The decrease during the six months ended March 31, 2023 is due to increased professional fees incurred during the six months ended March 31, 2022 related to updating our SEC reporting requirements which included a one-time fee of $20,000.

 Cash Flows

During the nine months ended March 31, 2023, we used $18,588 of cash for operating activities compared to the use of $(48,141) for operating activities during the nine months ended March 31, 2022. Asset Purchase Agreement with Grit Performance Athletics Inc. (“Grit Performance”) to acquire all right, title and interest of Grit Performance and its Affiliates in the Grit Mobile Application and related products, including website, Instagram account, etc. (the “Assets”). The Assets are valued at $100,000 and the consideration is booked as “share subscription payable”. The shares were issued after March 31, 2023. During the nine months ended March 31, 2023, we had investing activities which included the purchase of an intangible asset of ($100,000). We did not have any investing activities during the nine months ended March 31, 2023. During the nine months ended March 31, 2023, we did not receive any cash from share subscriptions compared to $3,000 during the nine months ended March 31, 2022.

Trends

There is no assurance that we will be able to generate cash flow from our operations. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Inflation

The effect of inflation on our revenues and operating results has not been significant.

Critical Accounting Policies

Our financial statements are presented in United States dollars and are prepared using the accrual method of accounting, which conforms to US GAAP.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b) (1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

16

The financial statements as of and for the nine months ended March 31, 2023 included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading.

Going Concern

The Company’s financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has generated no revenues to date, has a working capital deficit of $ (82,418) and an accumulated deficit of $137,395. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from the Company's future business. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods presented. We are required to make judgments and estimates about the effect of matters that are inherently uncertain. Although we believe our judgments and estimates are appropriate, actual future results may be different; if different assumptions or conditions were to prevail, the results could be materially different from our reported results.

Recent Accounting Pronouncements

We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to us, we have not identified any standards that we believe merit further discussion. We believe that none of the new standards will have a significant impact on our financial position, future operations or cash flows.

17

Item 3. Quantitative and Qualitative Disclosure about Market Risk

None

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the evaluation, both the Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, were not effective as of March 31, 2023.

Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Securities Act of 1934) that materially affected, or is reasonably likely to materially affect, such internal control over financial reporting during the quarter ended March 31, 2023. BF Borgers CPA PC our independent auditors, were not required and have not performed an assessment of our internal controls over financial reporting for effectiveness.

18

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Not applicable to smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information

None.

19

Item 6. Exhibits

No.	Description
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

20

SIGNATURES

Pursuant to the requirements 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.

	HOOPS SCOUTING USA
Date: December 30, 2024	By:	/s/ Jamie Oei
		Jamie Oei - Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

21