GIPL 10-K
Global Innovative Platforms Inc. (GIPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Securities to be registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share
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Emerging growth company |
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As of September 30, 2024,
the last business day of the Registrant’s most recently completed fiscal year, the market value of our common stock held by non-affiliates
was $
As of December 9, 2024, there were shares of common stock issued and outstanding.
FORWARD-LOOKING STATEMENTS
Subject to Section 21 E, of the Exchange Act, this Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.
When used in this Annual Report, the words “plan,” “believes,” “continues,” “expects,” “anticipates,” “estimates,” “intends,” “should,” “would,” “could,” or “may,” and similar expressions are intended to identify forward looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this Annual Report.
In this Annual Report on Form 10-K, “Global Innovative Platforms,” the “Company,’ ‘‘we,’ ‘‘us,’’ and ‘‘our,’’ refer to Global Innovative Platforms, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’ refers to our fiscal year ending September 30th. Unless otherwise indicated, the term ‘common stock’ refers to shares of the Company’s common stock.
TABLE OF CONTENTS
GLOBAL INNOVATIVE PLATFORMS, INC.
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PART I
ITEM 1. BUSINESS.
Global Innovative Platforms Inc. f/k/a Canning Street Corporation, a Delaware corporation, (“Global Innovative Platforms”,” Canning Street,” the “Company”, “we,” “us” or “our”) is engaged in the business of testing breath to detect and assist in the treatment of disease.
Our Current Business
Global Innovative Platforms is focused on advancing animal health through breath analysis and air quality technology. We develop non-invasive diagnostic tools for detecting diseases, assessing treatment effectiveness, and monitoring potentially toxic environmental and food conditions. Our proprietary technologies, “VOCAM Plus” and the “FROG,” utilize advanced gas chromatography and A.I. software to provide rapid and accurate breath and air analysis. The Company's mission is to revolutionize early detection of a wide array of animal related abnormalities. Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions. Early detection can save lives, money, and resources.
Overview
Advancements in technology have opened up numerous opportunities in the area of detecting and analyzing gasses for health related information. Various tests and devices have been developed over the years that monitor air quality and assist in the diagnosis and treatment of disease. Many diseases and conditions leave indications of their presence in the form of Volatile Organic Compounds (VOCs) that occur in various patterns we call breath prints. Equipment has evolved to capture these prints and new Machine Learning technologies (Artificial Intelligence) are able to detect such patterns using sampling. The mere existence of the VOC is of some value, but other factors such as timing, combinations with other VOCs and quantities of VOCs are also of importance. We are a medical technology company focused on applying these advancements in animals and agriculture. We have identified several opportunities. We are prioritizing the development of a breath test to detect heartworm in dogs. We believe the same test can also be utilized to identify response to therapy. Additionally, we will be researching the ability to identify potentially toxic environmental conditions for a multitude of animals. We believe the technology can also be used to identify toxic food conditions.
The current leading heartworm test, antigen detection with a blood sample, requires the heartworm itself to be approximately six months old in order to be detected. Breath analytics involves the collection, processing, and analysis of breath samples to identify biomarker patterns associated with heartworm and ultimately a full panel of diseases in dogs (including other agricultural applications as well). One potential major benefit is that the test can detect heartworm at earlier stages of its life rather than full maturity, thus the 6-month requirement is substantially lessened, blood collection is no longer required, the population of non-detected cases may be decreased, and the suffering of animals may be reduced. Currently, it is estimated that 50-60% of dogs in the U.S. are on heartworm preventives (AHS)
Our Vision: A new paradigm for early detection of diseases that saves and improves quality of life.
Our Mission: To revolutionize early detection of a wide array of animal related abnormalities ranging from disease to potentially toxic environmental and food conditions.
Our Focus: Our initial priority will be to develop a breath test to detect early-stage and mature heartworm infections in dogs.
We believe breath analytics is an accessible, non-invasive, and convenient method for detecting disease. The device we use for breath testing is called a VOCAM plus (Volatile Organic Chemical Air Monitor) device. Our “VOCAM” technology consists of two components; one which we are developing to collect the samples, and a second component to process, and analyze breath samples effectively and efficiently that indicate multiple volatile organic compounds (VOC) on a single reading to measure a variety of potential threats, including our initial focus on the heartworm market.
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We believe analysis of feed, water, soil, and air samples are other methods of detecting animal abnormalities. The device utilized for these types of samples is called the FROG. The FROG utilizes similar technology as the VOCAM Plus, however it also includes a collection wand, to collect samples, eliminating the need for an external water, soil, feed, or air collection device.
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We have licensed the VOCAM plus and FROG device for use in all animal and agricultural applications. Both devices are in production from supplier and can perform our testing in a cost-effective manner.
Regarding the breath test, we connect the breath sample to be analyzed by our VOCAM Plus unit where the artificial intelligence software processes the results and displays them on a smart device. The process takes about 10 minutes. We believe we will be able to isolate a breath print for heartworm that can be identified in all dogs for use in a test that outperforms traditional blood-based testing in a cost-effective manner. Our strategy is not focused on commercializing the components individually. Rather, the initial focus is on commercializing the combination of the two components, which is the Heartworm Breath Test. The VOCAM Plus unit is sophisticated enough to read Parts Per Trillion in provided samples.
The FROG unit operates with similar functionality and is well suited for feed, water, soil, and air samples which would go directly through the included collection wand. We believe this would be the proper tool to utilize for analysis of mold on feed for example.
Global Innovative Platforms is in the development stage of our Heartworm Breath Test. Over the next several months we have verification and validation studies planned for the components and the Heartworm Breath Test. We are currently initiating a proof-of-concept study. Highlights to date of the proof-of-concept study are below:
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We have identified the VOCs we believe will successfully indicate the presence of heartworms in dogs. We were able to identify with a small sample size to identify a breathprint for the presence of heartworm in dogs without any false positives. We cannot guarantee that additional equipment may not be needed to achieve statistical significance in our findings.
We also believe our process will identify the presence of mold on food and related mycotoxins in a basis that outperforms and is quicker than current industry standards on an economical basis.
Data analysis will follow. We anticipate the completion (note that revisions will potentially be made based on data we obtain from use over time) of the components, the Heartworm Breath Test, and the verification and validation studies in 2025 that will be acceptable to begin commercialization.
We have similar plans for mold on food and related mycotoxins.
The verification and validation studies for mold on food and related mycotoxins may prove to be less expensive than those for the presence of heartworm in dogs while representing bigger opportunities for our Company, however, it is premature to make an assessment at this time. For instance, we have not confirmed if our tests detect antibodies or the actual condition itself, which may affect our ability to detect conditions at an earlier stage than current standards.
There is no guarantee that we will meet these development milestones or achieve market acceptance.
As the Heartworm Breath Test is based on novel technology, enhanced with machine learning techniques, there is insufficient information to provide reasonable assurance of its safety and effectiveness. We believe that the Heartworm Breath Test may be of substantial importance in preventing impairment of health through the diagnosis of a life-threatening disease for dogs. However, there is a potential risk of injury should a heartworm go undetected based on an incorrect result with the Heartworm Breath Test.
We believe that the Heartworm Breath Test will bring forth a novel and differentiated tool that will assist veterinarians in identifying infected dogs and monitoring dogs undergoing treatment for infection. Breath testing could save time, costs, and lives through the early and/or non-invasive detection of infection. Our projected timing to market with an upgrade and highly sensitive technology places us in a strong position relative to our competitors in the breath analytics space.
The market size for heartworm testing is significant. Based on the data from the Companion Animal Parasite Council and Virginia Tech University, there are approximately 10 million dogs in the U.S. tested for heartworm annually at a cost of $30 to $50 per test, with most of these dogs being pets. Approximately one percent of dogs tested are found positive. Despite availability of numerous products indicated to prevent heartworm, the percentage of positive dogs has been consistently growing in recent years. Some dogs need to be tested multiple times per year.
We are a corporation existing under the laws of Delaware. Our corporate office, located in Maitland, Florida, are responsible for establishing strategic partnerships and expanding sales and marketing efforts in the U.S. market, with potential for expansion into other opportunities at a later date.
Background on Heartworm
Heartworm is prevalent in the southeastern U.S. and globally and continues to expand its endemic range. Despite most U.S. cases being in the southeast, testing is done nationwide due to the disease’s dire consequences. Approximately 10 million dogs in the US alone are tested annually, and some are tested multiple times. Approximately one hundred thousand dogs in the U.S. will be diagnosed with heartworm per year. The American Heartworm Society is the leading industry group and we plan to collaborate closely with them through consultants that we have engaged. This number has been consistently increasing in recent years. The global challenges with heartworm could significantly exceed those in the U.S.
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It has not, however, been determined whether testing based on biomarker profiles, including our Heartworm Breath Test, will accurately distinguish heartworm in a commercially viable manner on a large scale.
We believe the results of the Heartworm Breath Test will revolutionize heartworm detection. Currently, all dogs are advised to undergo confirmatory testing if the initial Antigen testing is positive. We do not plan to recommend this be changed; however, the data will be available for the American Heartworm Society to consider. We hope the results of our breath test will allow for earlier, less invasive, more accurate, and efficient diagnosis to allow for appropriate treatment of dogs. There is no guarantee that dogs tested with the Heartworm Breath Test will not receive an incorrect result, such as a false negative, which could potentially lead to delayed clinical intervention.
Our Solution
We are developing the Breath Test focused on detecting heartworm in dogs with the added benefits of earlier detection, non-invasive sampling process, and the ability to monitor response to treatment for infected dogs.
We are developing a proprietary end-to-end breath and air analytics platform. The intended use of our platform is to enable breath testing for the detection of infection, monitor response to therapy, and identify potentially toxic environmental and food conditions for many types of animals. We have identified four concepts which we believe can yield highly successful products, but we are prioritizing heartworm testing in dogs because it has the simplest path of adoption. We believe this platform will be able to detect heartworms via the analysis of breath beyond the current population of patents for heartworm testing. Additionally, we believe it will have applications in food safety, address environmental concerns, as well as other diseases and testing efficacy of treatment. When compared with other disease detection methods, breath analytics may have many advantages including its non-invasive and accessible nature. Additionally, if our development efforts are successful, we believe that breath collection could be facilitated by a non-skilled employee and with minimal instruction. We envision the test could be accessible to populations in need today and in the future. The units are compact in size making both units extremely transportable. We utilize an “off the shelf” artificial intelligence software to analyze our data and are confident that it will be reliable for our purpose.
The parameters we are sensitive to are competition, regulation, technological advancement, and reaching the “Mindspace” of the customer. We believe we can be successful in all areas and consider obtaining “Mindspace” to be the most sensitive to our overall success. Due to the nature of artificial intelligence technology; the more data we can obtain, we believe additional potential findings of value can be made.
Heartworm Breath Test
The Heartworm Breath Test in development consists of four components:
| ● | Breath Collection Device – to collect shallow breath samples; | |
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| ● | Breath Sample Storage Container – to store the breath sample and for transportation to a laboratory or animal healthcare facility; | |
| ● | VOCAM Plus Gas Chromatograph – to process breath samples; and | |
| ● | Machine Learning Algorithm– to analyze the unique, breath spectral data from the Gas Chromatograph |
Our Breath Capture Device is used to collect shallow breath from dogs. It can be modified to fit different muzzle sizes and animals. If we replicate our approach successfully, it could be customized for other agricultural applications. Breath samples collected with the Breath Capture Device are processed using our licensed VOCAM Plus gas chromatograph (the “Gas chromatograph”). The Gas chromatograph is a laboratory device used to process breath samples received from multiple collection points. We do not currently plan to build an exclusive laboratory. We anticipate that we will engage existing labs in New Mexico and Oklahoma that have the capacity to meet the demand of forecasted sample collection for ongoing development and pre-commercialization activities. If the Breath Test receives appropriate industry credentials and gains wider market acceptance; we plan to, directly or with partners, create a network of offices that function as commercial laboratories in the U.S. and Canada to analyze collected breath samples. Units may be placed at animal healthcare facilities and charged on a per use basis through cloud technology. Once multiple disease breath prints are available; the Veterinarian, or user, could use the information for additional diagnostic information.
Machine learning algorithms allow for periodic retraining of the underlying machine learning model which, we believe, will lead to future releases of the Breath Test with improved performance characteristics. Future releases of the machine learning algorithm may require additional clinical evaluation and regulatory submission and approval with the respective regulatory agencies prior to commercialization.
Our Heartworm Breath Test, including our Breath Collection Kit, is currently under development. The VOCAM Plus is already in production and has been tested successfully. The A.I. software is complete and commercially available.
Key Features and Benefits: Our breath collection devices are able to work with shallow breathing patterns that animals tend to have in veterinary settings. The system has been designed to be quantitative in nature in order to identify conditions that progress in response to medications or other treatment, helping to reduce cost through disease management.
Breath testing is non-invasive. Our Breath Test is non-invasive and is being developed so that the effort required to provide a breath sample is comparable to normal animal breathing with minimal anxiety to the testing subject.
Constantly Learning A.I. Software: Our breath analytics and gas chromatography technology produce results that are stored electronically. They are able to be mined by researchers and accessed by artificial intelligence technologies seeking new patterns to improve testing and scanning performance. Our artificial intelligence software is cloud based and updates as data accumulates.
Multi-Measuring Sensors:
Non-essential Data: Users will be able to monitor nonessential data from a connected software program. By providing at-a-glance insight, veterinarians and other users, potentially, may also become able to recommend improvements in diet, care, and quality of life.
Interoperability: We intend to allow our cloud-based technology to integrate with other popular platforms. The VOCAM Plus and FROG have the ability to connect to a smart device.
Cost-Saving Benefits: It is our goal for our products to allow customers to not only conserve money with our breath analysis technology, but to also provide faster and more efficient results than any product on the market. Our goal is to also potentially save on treatment through early detection of multiple diseases.
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Competition
We are not aware of any other significant company working on animal breath and air analytics.
Currently, the three most popular Heartworm tests on the market are available through Idexx, Antech, and Zoetis. These animal health diagnostic companies provide antigen testing opportunities to the veterinary community centered on collection and testing of a blood sample. The sample can be processed one of two ways; utilized on an in-clinic test for detection of heartworm antigen or sent to the reference lab facility for the same or a similar test centered on detecting antigen in the blood sample. There is not a test on the market that performs with 100% sensitivity and 100% specificity, leaving room for improvement in the test performance arena. Furthermore, current tests rely on the age of the heartworms to be 6 months following the initial infection. This delay in being able to reliably detect heartworm infection creates issues for the veterinarian, the pet owner, and the pet itself. Irreversible damage occurs to the dog’s vessels as soon as heartworms are present in the bloodstream, which occurs before antigen-based tests can detect the infection. Additionally, the frustrations to the vet and the pet owner to have to wait a period of 6 months following adoption or a lapse in compliant use of heartworm preventative to reliably know if the pet does or does not have heartworm begs for improvements as well.
Our Competitive Strengths
We believe the following strengths differentiate us from our competitors and are key drivers of our success:
| 1. | Earlier Detection of each abnormality. Currently Heartworm, for example, typically cannot be detected in dogs with an infection present for less than six months. We anticipate being able to identify Heartworm presence at earlier stages due to the nature of our test. Additionally, we anticipate identifying toxic environments and toxic food conditions at their earliest onset, combined with automatic notifications to the user for problem alerts. |
| 2. | The quantitative nature of the breath technology allows for the ability to monitor the response to prescribed treatments. |
| 3. | Non-invasive. Our processes utilize breath and air, not needles. |
| 4. | Constantly improving Artificial Intelligence software. Over time it will get even more accurate and be able to expand into multiple abnormalities with a single sample. |
| 5. | More cost effective than alternatives. |
| 6. | Potentially combined to test for a myriad of disease from a single sample. |
As a start-up company in the animal healthcare testing industry, we will be at a disadvantage to other more established and better capitalized companies that we are in competition with.
Compliance with Government Regulation
We are not aware of any pending or probable regulations that would have an impact upon our operations.
The Company’s current lab operations in Florida are not subject to OSHA regulations or regulations governing the handling or disposing of medical waste. There are currently no specific OSHA standards for veterinary testing, however the labs follow best practices including:
| (a) | having a lab space that is clean and orderly and in good repair, with regard to normal fabrication procedures; | |
| (b) | All waste materials properly disposed of at the end of each day; | |
| (c) | Maintaining on the laboratory premises a copy of the laboratory registration so it is readily available for inspection by Department personnel; |
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| (d) | Maintaining on the laboratory premises a written policy and procedure document on sanitation. Said policy shall include, but not necessarily be limited to: Intake and disinfection procedure for each appliance, impression, bite, or other material posing a possible contamination risk received by the laboratory. |
Employees
We presently have one full-time executive. Andrew Brown, our sole director and Chief Executive Officer, serves in a full-time capacity. Primarily, we use the services of subcontractors and consultants for specific aspects of our business operations. These areas cover legal, clerical, product specialist, industry consulting firm, operational consultants, and relationship consultants. We do expect material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed.
Board of Advisors:
Lindsay Starkey, DVM, PhD, Diplomate ACVM-Parasit
Dr. Starkey is an Associate Professor at Oklahoma State University’s College of Veterinary Medicine.
She completed both her DVM (2011) and PhD (2015) in Veterinary Biomedical Sciences at Oklahoma State University where her graduate research focused on several vector-borne infections of dogs.
She is a diplomate of the American College of Veterinary Microbiology, Parasitology sub-specialty, completing her residency training through the National Center for Veterinary Parasitology at Oklahoma State University in 2015.
She is involved in teaching, various research projects involving vectors and vector-borne pathogens, diagnostic parasitology, and parasite consultation and outreach. She currently serves as a co-director for the National Center for Veterinary Parasitology, editor and board member for the American Heartworm Society, and vice president of the American Association of Veterinary Parasitologists.
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Rob Tavzel
Rob attended the University of New Mexico for his undergraduate degree in pre-law political science prior to receiving a commission as an Infantry Officer in the United States Marine Corps.
He served nine years in the Marines with combat deployments to Iraq and Afghanistan. His last duty was as an Acquisition Officer where he was responsible for development and purchasing of cutting-edge technology for the Marine Corps.
He later received his Master of Business Administration degree and subsequently a Master of Technology Management degree from the University of Maryland. He is currently enrolled as a doctoral candidate pursuing a PhD in Business with a focus on commercialization of intellectual property.
Rob has pursued a number of military, healthcare, and industrial technology projects since leaving the military. The most recent project is a partnership with the Dana Farber Cancer Institute and the greater Harvard Medical Institution to study the efficacy of breath testing to diagnose lung cancer in humans.
David A. B. Brown
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David attended McGill University where he received an undergraduate and graduate degree in Accounting.
In 1970, he graduated with Distinction from the Harvard Business School and joined The Boston Consulting Group.
Braxton Associates was formed in 1979 by alumni of BCG, Bain & Co, and Arthur D Little, Inc. Braxton was a strategy firm and David and the six other partners sold it to Deloitte in 1984.
While the six partners went to Deloitte, David formed The Windsor Group, Inc; a strategy consulting firm focused on the upstream end of the energy business that he had experienced in Brazil. This culminated in his being elected Chairman and CEO of Layne Christensen, which drilled the rescue hole for the Chilean miners in 2010, and chairman of the board of Pride International, the largest deep water driller that provided the equipment to cap the Deep Water Horizon disaster in the Gulf of Mexico.
In 1984, David joined his first public company board of directors. Since then he has been elected chair of the audit committee of more than a dozen public companies, including members of the Fortune 500.
Bruce L. Truman
Bruce is a leading figure in the pet healthcare industry, specializing in emerging technologies. His company, BLT Technology & Innovation Group, Inc., advises early-stage and expanding companies in the companion animal market, providing strategic partnerships and guidance.
Bruce has worked with companies such as Basepaws (feline genetics, acquired by Zoetis), Embark (canine genetics), and Mars Kinship. He is a founding board member of the Veterinary Virtual Care Association (VVCA) and a past president of VetPartners.org. He also advises on various SaaS solutions in the animal care space.
We will be adding additional Advisors in the upcoming year.
License Agreement
On August 18, 2023, the Company entered into a Patent and Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc. (“Defiant”). Pursuant to the License Agreement, among other things, Defiant granted the Company a nontransferable, non-sublicensable, exclusive right and license to certain patents and know-how relating to animal testing and all commercial applications related to the animal market on a global basis (“Patent Rights”, “Know-How”, and “Materials”, respectively) to manufacture, use, offer for sale, sell or import (“Licensed Products”) in the animal market worldwide. The license is exclusive (subject to certain exceptions and conditions) with respect to the Patent Rights and Materials and non-exclusive with respect to the Know-How.
As consideration for the license under the License Agreement, the Company has agreed to make an initial payment of $50,000, which is due 30 days from the effective date of the License Agreement (or, at Defiant’s discretion, $225,000 in a lump sum within 45 days from the effective date). Further, in consideration of the rights and licenses granted under the License Agreement, the Company is required to pay Defiant a royalty of 3% of net sales of all Licensed Products in the field of use throughout the world during the term of the License Agreement.
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Jumpstart Our Business Startups Act
We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of September 30, 2024, our last fiscal year.
We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large, accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.
As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to generally reporting companies. These provisions include:
| ● | A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures: |
| ● | Reduced disclosure about the emerging growth company’s executive compensation arrangements; and |
| ● | No non-binding advisory votes on executive compensation or golden parachute arrangements. |
As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:
| ● | Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal control |
| ● | Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation. |
We have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to irrevocably opt in to the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.
Intellectual Property
We do not have any intellectual property at this time but do believe our operating model will yield property that will justify the cost of obtaining patents.
Revenue
We have not recorded any revenue for the years ended September 30, 2024 and 2023, and through the date of this filing.
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Factors Effecting Future Performance
For the years ended September 30, 2024 and 2023, the Company has generated no revenue and has made limited progress executing the Company’s business plan. Additional outside financing is required to fully implement our business plan. Based on the preceding two fiscal years, there can be no assurances that the Company will take any material steps to further its business plan during the coming fiscal year. If we are unable to obtain financing, we will be unable to implement our business plan.
ITEM 1A. RISK FACTORS.
The following risk factors and other information included in this Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results and financial condition could be materially adversely affected.
Our plan of operation is to obtain debt or equity financing to meet our ongoing operating expenses and attempt to develop our operations and related opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of our operations can successfully be developed to their full potential that any stockholder will realize any return on their shares after such a transaction has been completed. Any current transaction contemplated by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.
There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.
There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.
RISKS RELATED TO OUR COMPANY
WE HAVE A SHARHOLDERS’ DEFICIT AND ANTICIPATE FUTURE LOSSES
As of September 30, 2024, we had a stockholders’ deficit of approximately $33,138.
Future losses are likely to occur as, until we have opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. As a result, we may not have sufficient funds to grow our operations. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
OUR COMPANY HAS A LIMITED OPERATNG HISTORY AND AN EVOLVING BUSINESS MODEL WHICH RAISES DOUBT ABOUT OUR ABILITY TO ACHIEVE PROFITABILITY OR OBTAIN FINANCING
Our company only has a couple of years of operating history. Our company’s ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we have a limited history of performance, earnings, and success. There can be no assurance that we will achieve profitability or obtain future financing.
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OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES
We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed.
BECAUSE OUR PRINCIPAL SHAREHOLDERS CONTROL OUR ACTIVITIES, THEY MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEMSELVES AND NOT TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY
Our principal shareholders own approximately 75% of our outstanding common stock. As a result, they effectively control all matters requiring stockholder approval, including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.
WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.
To supplement the business experience of our sole officer and director, we may be required to employ accountants, technical experts, appraisers, attorneys, or other consultants or advisors, without any input from stockholders will make the selection of any such advisors. Furthermore, it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able to provide the required services.
WE ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, or until the earliest of (if) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.
In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to do so.
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REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.
The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement, and maintain adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial condition and result in loss of investor confidence and a decline in our share price.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010 and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating results.
We are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions; personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement internal controls; and financial printing alone will be $35,000 per year and could increase depending on any changes we make. In addition, if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.
In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
We currently do not have an internal audit group, and we will eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that any new Officers and Directors we may add might have limited experience as an officer or Director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.
Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.
The increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations.
WE HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES
We have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of September 30, 2024 for the reasons discussed below:
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A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control.
A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of September 30, 2024:
| ● | The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise to meet our financial reporting requirements. |
| ● | Material Weakness – Inadequate segregation of duties. |
The management of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:
| ● | Hiring of additional personnel to adequately segregate financial reporting duties. |
| ● | The retention of outside consultants to review our controls and procedures. |
IF WE ARE UNABLE TO RECRUIT OR RETAIN QUALIFIED PERSONNEL, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS AND STOCK PRICE
Our success depends in large part on the continued services of our sole executive officer and third-party relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.
WE CANNOT ASSURE YOU THAT WE WILL HAVE THE RESOURCES TO REPAY ALL OF OUR LIABILITIES IN THE FUTURE
We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We may utilize purchase order financing from third party lenders when we are supplying or distributing consumer goods, which increases our costs and the risks that we may incur a default, which would harm its business reputation and financial condition. We cannot assure you that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.
THERE IS NO ASSURANCE THAT BREATH ANALYSIS IN GENERAL WILL ACHIEVE RESULTS BETTER THAN EXISTING TESTS, INCLUDING HEARTWORM
Through all the testing and research to date, it is still unclear if the VOCs that matter for a certain test (breath, environment, etc.) are wholly present on all samples tested or not. Breath analysis in general may not achieve widespread adoption for any of its potential applications, including ours.
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WE HAVE A LIMITED OPERATING HISTORY AND HAVE GENERATED NO REVENUE TO DATE.
We have a limited operating history and do not have a meaningful historical record of sales and revenues, nor do we have an established business track record. While we believe that we have the opportunity to be successful, there can be no assurance that we will be successful in accomplishing our business initiatives, or that we will be able to achieve any significant levels of revenues or net income.
THE COMPANY HAS HAD DELAYS IMPLEMENTING ITS BUSINESS PLAN OVER THE COURSE OF THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 AND HAS NOT FULLY IMPLEMENTED A DEFINITIVE TIMELINE IN PLACE FOR THE FURTHERANCE IF ANY COMPANY ENDEAVORS.
The business plan and operations of the Company have been delayed over the course of the fiscal year ended September 30, 2024 and we expect further delays in implementing our plan for when we will further our operations. As such, it is possible that we may not meet all, or any, of the goals we have outlined in our business plan. In the event that we cannot develop the means to progress our business plan, it is possible that we may eventually cease all Company activity.
OUR SUCCESS DEPENDS SUBSTANTIALLY ON THE CONTINUING EFFORTS OF OUR SENIOR EXECUTIVE AND OTHERS AND OUR BUSINESS MAY BE SEVERELY DISRUPTED IF WE LOSE THEIR SERVICES.
Our future success heavily depends upon the continued services of our senior executive and other key consultants. If one or more of our senior executives or key employees are unable or unwilling to continue in their present positions, it could disrupt our business operations, and we may not be able to replace them easily or at all. In addition, competition for senior executives and key personnel in our industry is intense, and we may be unable to retain our senior executives and key personnel or attract and retain new senior executives and key personnel in the future, in which case our business may be severely disrupted.
OUR SOLE OFFICER AND DIRECTOR MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED IN OUR FAVOR.
Because our sole Officer and Director serves other outside positions, he is only able to focus on advancing our business operations part time. He currently devotes between 10 and 25 hours per week in regard to our operations. It should be noted however, that the amount of time that Officers and Director’s may allocate to our business activities may increase or decrease in the future. Our director has other business interests to which he devotes his attention and may be expected to continue to do so although management time should be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through exercise of such judgment as is consistent with fiduciary duties to us. We cannot accurately predict, however, if this will occur for certain or what exact events will cause our Officers and Directors to allocate more time or less time to our operations. Certain conflicts of interest may exist between our director and us.
DUE TO THE COMPANY’S DOUBT OF BEING ABLE TO CONTINUE AS A GOING CONCERN THERE IS A POSSIBILITY THAT YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.
The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these financial statements. These adverse conditions are negative financial trends, specifically recurring operating losses, accumulated deficit, and other adverse key financial ratios.
The Company generated no revenue during the year ended September 30, 2024, and as a result the Company does not have sufficient funds to cover its operating expenses. Management plans to fund operating expenses from various, however management has no guarantee it can or obligation to do so. There is no assurance that management’s plan will be successful.
RISKS RELATED TO OUR SECURITIES AND SECURITIES COMPLIANCE
THERE IS A VERY LIMITED TRADING MARKET FOR OUR COMMON STOCK AND INVESTORS ARE NOT ASSURED OF THE OPPORTUNITY TO SELL THEIR STOCK, SHOULD THEY DESIRE TO DO SO.
Our common stock currently trades on the OTC expert market. However, that stock has traded in very limited quantities in the past. We believe a significant factor in the limited market is our limited capitalization and liquidity, results of operation and the characterization of our stock as a “penny stock.” We hope to remedy our financial condition and results of operation in the future. This, in turn, may assist us in obtaining listing of our stock on higher status exchange listings. However, there is no assurance that any of these objectives will be met or that the market will ever increase to a point where investors could sell their stock at a desirable price, should they desire to do so. There is no established public trading market for our securities. A regular trading market may not develop in our common stock or, if it does, it may not be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.
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OUR STOCK WILL IN ALL LIKELIHOOD CONTINUE TO BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.
We cannot give you any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give investors no assurance that they will be able to sell their shares of common stock at or near ask prices or at all if you need money or otherwise desire to liquidate your shares of common stock of our Company.
OUR BUSINESS PLAN IS EXPECTED TO RESULT IN A REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING CAPITAL RAISES AND THE RESULTING DILUTION.
Our primary plan of operation is based upon a development of our business which, in all likelihood, would result in us issuing securities to raise capital. The issuance of previously authorized and unissued shares of our common stock would result in reduction in percentage of shares owned by present and prospective stockholders and may result in a change in control or management. In addition, any merger or acquisition can be expected to have a significant dilutive effect on the percentage of the shares held by our stockholders.
THE REGULATION OF PENNY STOCKS SUCH AS OURS BY THE SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.
The Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
The shares of our common stock may be thinly traded on the Pink Sheets, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.
STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH YOU CAN SELL SHARES.
Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.
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RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.
All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months, in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.
THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE
Our shares of common stock are traded on the OTC Markets. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON THE ISSUANCE OF ADDITIONAL SHARES.
We may issue further shares as consideration for the cash, assets, or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.
WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.
Our Certificate of Incorporation authorizes us to issue up to 10,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Currently, each one (1) share of Preferred Stock shall have voting rights held at all stockholders’ meetings for all purposes, including election of directors equal to one hundred (100) shares of common stock.
Our preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without limitation, dilution of your ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interest as holders of common stock.
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WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK AND CONSEQUENTLY YOUR ABILITY TO ACHIEVE A RETURN ON YOUR INVESTMENT WILL DEPEND ON APPRECIATION IN THE PRICE OF OUR COMMON STOCK.
We do not anticipate paying any cash dividends on our common stock in the foreseeable future. We have never declared or paid any cash dividends on our common stock. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
ITEM 1C. CYBERSECURITY.
At this time, the Company does not have formal processes in place for assessing, identifying, and managing material risks from cybersecurity threats. Our approach to cybersecurity is currently informal and primarily reactive, involving basic security measures such as:
| ● | Basic Security Software: We use standard antivirus and anti-malware software for protection against common threats. | |
| ● | Password Policies: Simple password policies are in place to protect access to our systems. |
However, we recognize the importance of cybersecurity and are in the process of developing more robust strategies. We plan to:
| ● | Develop a Cybersecurity Framework: Establish a formal risk assessment process to identify vulnerabilities. | |
| ● | Engage Cybersecurity Expertise: Consider hiring or consulting with cybersecurity professionals to guide our strategy. | |
| ● | Implement Training: Begin employee training on cybersecurity awareness to prevent common threats like phishing. |
We acknowledge that the absence of comprehensive cybersecurity processes could potentially expose the company to risks, which might materially affect our operations, financial condition, or strategic decisions in the future. We are committed to improving our cybersecurity posture as our resources allow.
Governance
| ● | Board Oversight: Currently, our sole director does not have a formal structure for overseeing cybersecurity risks. We plan to review this oversight in the near future to ensure appropriate governance is established. | |
| ● | Management's Role: Day-to-day management of cybersecurity is handled by our IT staff, who do not have specialized training in cybersecurity. We are considering enhancing this role or outsourcing to professionals with specific cybersecurity expertise. | |
| ● | Expertise: Our current management and Board do not have in-depth cybersecurity expertise. We are considering educational opportunities or consulting to address this gap. |
Material Effect from Cybersecurity Threats
To date, no known cybersecurity incidents have materially affected our business strategy, results of operations, or financial condition. However, due to our limited cybersecurity measures, we acknowledge that our company could be at higher risk of material impact from cybersecurity threats. We are actively working to mitigate these risks.
ITEM 2. PROPERTIES.
As of the date of this report we do not own or lease any properties. The Company’s executive office is located at 149 James Place, Maitland, FL. This office is furnished to the Company by its CEO at no charge. The facility in Maitland, FL is adequate for our operations at this time.
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ITEM 3. LEGAL PROCEEDINGS.
Neither we nor any of our officers, directors or holders of five percent or more of its common stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of its common stock have been threatened or is pending against us.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Shares of our common stock trade on the OTC Expert Market and quotations for the common stock were traded on the OTC Markets under the symbol “AAWC.,” which was subsequently changed to “GIPL” Following the completion of the Holding Company Reorganization we have described above; we changed our trading symbol to “GIPL.”
Last Reported Price
On October 18, 2024, the last reported bid price of our shares of common stock reported on the OTC Markets Expert Market was $0.10 per share.
Record Holders
There were 170 holders of record as of November 28, 2024. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.
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Dividend Policy
We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then impose.
Penny Stock
Penny Stock Regulation Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, 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 agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.
Description of Common Stock
We are authorized to issue 1,990,000,000 shares of our Common Stock, $0.0001 par value (the “Common Stock”). Each share of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefore, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes, except that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative.
A total of 36,245,491 shares of common stock are currently outstanding on December 9, 2024.
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Description of Preferred Stock
We are authorized to issue 10,000,000 shares of Preferred Stock with $0.0001 par value (the “Preferred Stock”) with such relative rights, preferences and designations as may be determined by our Board of Directors in its sole discretion upon the issuance of any shares of Preferred Stock.
No Series of Preferred Stock has been designated since September 15, 2020 (Inception) and no shares of Preferred Stock are currently outstanding on the date of this Form 10-K.
Transfer Agent
Our transfer agent is Legacy Stock Transfer, Inc., 14673 Midway Road, Suite 220, Addison, Texas, 75001. Their telephone number is (972) 612-4120.
Recent Sales of Unregistered Securities
Global Innovative Platforms, Inc. has issued the securities below through September 30, 2024.
| Stock issued to founders for subscriptions | 15,470,000 | |||
| Founders’ issuances | 9,062,138 | |||
| Stock issued for cash | 600,000 | |||
| Stock issued in settlement of obligations | 5,267,268 | |||
| Noncash expenses paid with the issuance of common Stock | 2,727,000 |
The transactions were exempt from registration under Section 4(a)2 of the Securities Act of 1933.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
The independent registered public accounting firm’s report on the Company’s consolidated financial statements as of September 30, 2023 includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.
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This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” ‘should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s 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 these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars ($) except as otherwise indicated and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” of this annual report.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
Plan of Operation
The Company’s plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and opportunities for growth in return for shares of our common stock to create value for our shareholders.
The Company will need substantial additional capital to support its budget. The Company has had no revenues. The Company has no committed source for any funds as of date hereof. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.
The Company may borrow money to finance its future operations, although it does not currently contemplate doing so. Any such borrowing will increase the risk of loss to the investor in the event the Company is unsuccessful in repaying such loans.
During the next twelve-month period (beginning October 1, 2024), we intend to identify and secure sources of equity and/or debt financing for the development of our business plan of which there is no guarantee.
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Funding requirements
We expect our research, product launch and product development and general and administrative expenses and our operating losses will increase in the future as we complete final modifications and any potential future product candidates that we may develop through our studies. Due to the numerous risks and uncertainties associated with research, development and commercialization of product candidates, changes in the outcome of any factors with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate in addition to the existing expenses associated with operating as a growing public company. Our future capital requirements, both short- and long-term, will depend on a variety of factors, including, but not limited to:
| ● | the rate of progress in the development of test results and our potential future product candidates, if any; |
| ● | the scope, progress, results and costs of non-clinical studies, preclinical development, and laboratory testing for mold on food and any potential future product candidates and associated development programs; |
| ● | the number and scope of preclinical studies trials that we pursue; |
| ● | the costs, timing, and outcomes of seeking and obtaining approvals by trade associations, including the potential for such authorities to require that we perform more preclinical studies or clinical trials than those that we currently expect or for such authorities to change their requirements on studies that had previously been contemplated; |
| ● | our ability to establish licensing or collaboration agreements or other strategic agreements; |
| ● | the achievement of milestones or other developments under any licensing or collaboration agreements; |
| ● | the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under any license or collaboration agreements; |
| ● | the costs to establish, maintain, expand, enforce, and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with licensing, preparing, filing, prosecuting, defending and enforcing any patents or other intellectual property rights; |
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| ● | the costs associated with successfully defending against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party; |
| ● | the costs of acquiring, licensing, or investing in additional businesses, products, product candidates, and technologies that we may identify; |
| ● | the costs to manufacture or to have manufactured sufficient, reliable, timely, and affordable supply of materials including commercial-grade product formulations that can be used in clinical trials and for commercial launch; |
| ● | the costs of commercializing product candidates, if approved, whether alone or in collaboration with others; |
| ● | the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval; |
| ● | the costs of building or contracting sales, marketing, and/or distribution capabilities, systems, and internal infrastructure for any product candidate that receives marketing approval; |
| ● | the impact of competitors’ product candidates and technological advances and other market developments; |
| ● | the expenses needed to attract and retain skilled personnel; and |
| ● | the size of the markets and degree of market acceptance of any product candidates, including product pricing, product coverage, and the adequacy of reimbursement by third-party payors. |
Our business plans may change in the future and we will continue to require additional capital to meet the needs of our operating expenses. See the section titled “Risk factors—Risks related to our limited operating history, financial condition and need for additional capital.”
We have limited capital and we will need to raise additional capital in order to fund our operating expenses and capital expenditure requirements for first few months of 2025. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.
Until such time, if ever, as we can generate substantial product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we would be required to delay, scale back or discontinue our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
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Through the date of this filing, we have historically financed our operations principally through the issuance and sale of common stock.
We have incurred significant net operating losses and negative cash flows since our inception. Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, establishing licensing, building our proprietary platform technologies, developing marketing plans, establishing our intellectual property portfolio, conducting research, , establishing arrangements with third parties for the manufacture of hardware we use and related raw materials, and providing general and administrative support for these operations. Our ability to generate product revenue sufficient to achieve profitability, if ever, will depend on the successful development, and eventual commercialization of our heartworm tests and any other potential future product candidates, which we expect will take a number of years to reach widespread adoption if ever.
For the year ended September 30, 2024 and 2023, we reported net losses of $136,197 and $282,786, respectively. Our net losses in fiscal year 2024 have resulted principally from pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our prior year had greater due diligence fees as we were evaluating business opportunities. As of September 30, 2024, we had an accumulated deficit of $537,213, and we had cash and cash equivalents of $15.
We expect to continue to incur significant net operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if, and as we:
| ● | continue to conduct our ongoing testing of heartworm as well as initiate and complete studies of mold on food and related mycotoxins; |
| ● | manufacture, or have manufactured, clinical and commercial supplies of our breath capture devices; |
| ● | attract, hire and retain additional clinical, scientific, and management personnel; |
| ● | implement operational, financial, and management information systems; |
| ● | add quality control, quality assurance, legal, compliance, and other groups to support our operations; |
| ● | obtain, maintain, protect, expand and enforce our intellectual property portfolio, including intellectual property obtained through license agreements; |
| ● | defend against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party; |
| ● | make royalty, milestone or other payments under current, and any future, license or collaboration agreements; |
| ● | establish a sales, marketing and distribution infrastructure, either ourselves or in partnership with others, to commercialize heartworm, lyme disease, and mold on food; |
| ● | potentially experience any delays, challenges, or other issues associated with other potential products we may discover from our customer database, and |
| ● | incur additional legal, accounting, investor relations and other general and administrative expenses associated with expanding operations as a public company. |
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Our net operating losses may fluctuate significantly from period to period, depending upon the timing of our expenditures on research and development activities. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses and other current liabilities.
As a result, we will need additional financing to support our continuing operations. To date, we have funded our operations primarily with the proceeds from the issuance and sale of our Common Stock. We do not have any products approved for sale and have not generated any revenue from product sales since our inception. We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates and commercialize our products or enter into collaboration arrangements with third parties. Until we can generate sufficient product revenue to finance our cash requirements, if ever, we expect to fund our operations through equity offerings or debt financings, credit or loan facilities, potentially other capital resources, or a combination of one or more of these funding sources. We may be unable to raise additional funds or enter into other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development or commercialization of heartworm and one or more potential future product candidates, which could have a material adverse effect on our business, results of operations or financial condition.
Because of the numerous risks and uncertainties associated with research and development of product candidates, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.
Summary of Financial and Operating Performance
Results of Operations for our Years Ended September 30, 2024 and 2023
Our net income (loss) and comprehensive income (loss) for our year ended September 30, 2024, for our year ended September 30, 2023, and the changes between those periods for the respective items are summarized as follows:
| For the Year Ended | ||||||||||||
| September 30, | ||||||||||||
| 2024 | 2023 | Change | ||||||||||
| Revenue | $ | — | $ | — | $ | — | ||||||
| Cost of goods sold | — | — | — | |||||||||
| Gross profit | — | — | — | |||||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | 25,063 | 214,639 | 189,576 | |||||||||
| Professional fees | 10,500 | 9,000 | (1,500 | ) | ||||||||
| Public Entity expenses | 23,753 | 7,305 | (16,448 | ) | ||||||||
| Other operating expenses | 76,881 | 51,842 | (25,039 | ) | ||||||||
| Total operating expenses | 136,197 | 282,786 | 146,589 | |||||||||
| Operating loss | (136,197 | ) | (282,786 | ) | 146,589 | |||||||
| Total other income (expense) | — | — | — | |||||||||
| Net loss | $ | (136,197 | ) | $ | (282,786 | ) | $ | 146,589 | ||||
| Net (loss) per share (basic and diluted) | $ | (.005 | ) | $ | (.46 | ) | $ | .455 | ||||
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Revenue
We did not recognize any revenue during the year ended September 30, 2024, as we had no revenue generating activities during this period.
During the fiscal years ended September 30, 2024 and 2023, the Company had no revenues. Operating expenses incurred related primarily to personnel costs of officers and consultants, as well as the activities necessary to support corporate and shareholder duties and are detailed in the following table.
Significant items affecting net income (loss) other than time differential are noted below.
Operating expenses include research costs, acquisition search costs, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs. For the year ended September 30, 2024, we incurred general and administrative expenses of $136,197 as compared to $282,786 for the fiscal year 2023 primarily due the elimination of costs incurred for due diligence, search for acquisitions plus our $50,000 upfront fee from our contract with Defiant Technologies being eliminated and were replaced by research costs supporting our business plan and Public entity costs and professional fees increasing due to costs from a registration of our securities.
The components of Operating Costs are as follows:
General and Administrative Expenses comprising general office expenditures fees of $7,530 and a one-time other cost of $17,150 during the year ended September 30, 2024. During the year ended September 30, 2023, we incurred general and administrative expenses of $214,639, which was predominately due diligence fees. We reemphasized commencing operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods.
Professional Fees for fiscal 2024 were $10,500, having increased from $9,000 in fiscal year 2023 due to the timing of incurring audit and financial review costs, as also discussed in Item 14.
Other operating expenses include license fees, research costs, personnel costs from operations, and other miscellaneous costs. Costs also increased in fiscal year 2024 as compared to fiscal year 2023 primarily due to costs incurred by product development offset by the $50,000 upfront cost from our entering into the contract with Defiant Technologies for the year ended September 30, 2023.
Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs and increased to $23,753 in fiscal year ended September 30, 2024 from $7,305 for the year ended September 30, 2023. This increase comprised of costs relating to a registration statement in fiscal year 2024.
Operating Loss
During the years ended September 30, 2024 and 2023, we incurred an operating loss of $136,197 and $282,786, respectively, due to the factors discussed above.
Interest and Other Income (Expenses) Net
During the years ended September 30, 2024 and 2023, we did recognize any interest any other income (expenses), net.
Loss before Income Tax
During the years ended September 30, 2024 and 2023, we incurred a loss before income taxes of $136,197 and $282,786, respectively, due to the factors discussed above.
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Provision for Income Tax
No provision for income taxes was recorded during the years ended September 30, 2024 and 2023, as we incurred taxable losses in both periods.
Net Loss
During the years ended September 30, 2024 and 2023, we incurred net losses of $136,197 and $282,786, respectively, due to the factors discussed above
Liquidity and Capital Resources
Since our inception, we have incurred significant operating losses. We have not yet commercialized our planned products and we do not expect to generate revenue from product sales for at least a year, if at all. We have financed our operations primarily through the issuance and sale of our Common Stock. For the year ended September 30, 2024, we received gross proceeds of $60,903 from sales of our Stock, $26,000 of related party cash advanced that we converted to our Common Stock and $75 of cash received from stock subscriptions. On September 30, 2024, we had current assets of $15 (cash). On September 30, 2024 we had total liabilities of $33,153, resulting in a working capital deficit of $33,138, compared to $415 in cash and a working capital deficit of $363,953 on September 30, 2023. The working capital deficits were the result of net losses. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.
It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and develop our operations and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.
Future losses are likely to occur as, until we are able to fund our business plan and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
We have no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by advances from related parties. While we believe we will be able to secure additional financings in the future, we cannot predict the size or pricing of any such financings.
Unless we successfully transform operations through our business plan, we expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned operational needs are approximately $730,000 until September 30, 2025, due to licensing, operations, and the cost of being public. However, this may be revised based on changes that may occur from our ongoing operations.
The Company’s ability to continue operations and fund our current work plan is dependent on management’s ability to secure additional financing. These amounts may increase as we intensify the search for a transaction that will commence in an operation for the company going forward.
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We currently have no further material funding commitments or arrangements for additional financing at this time and there is no assurance that we will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty whether we will be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management intends to pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered offerings, at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm’s-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.
Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the years ended September 30, 2024 and 2023, disclose that substantial doubt exists as to our ability to continue in business. The financial statements included in this Registration have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is secured.
Our primary sources and uses of cash for the year ended September 30, 2024 and 2023 were as follows:
| Year Ended September 30, | ||||||||
| 2024 | 2023 | |||||||
| Net cash (used) in operating activities | $ | (87,378 | ) | $ | (234,973 | ) | ||
| Net cash used in investing activities | — | — | ||||||
| Net cash provided by financing activities | 86,978 | 187,451 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | (400 | ) | $ | (47,342 | ) | ||
Cash Used in Operating Activities
During the year ended September 30, 2024, we incurred a net loss of $136,197 which after adjustments for a decrease/paydown of in accounts payable of $2,551 and $17,600 of license payable, and an offset of $68,670 of noncash expenditures resulted in net cash of $87,378 being used in operations. During the year ended September 30, 2023 the company’s activities used $234,793 of cash would was the result of the net loss of $282,786 offset by a $2,007 decrease in payables and a $50,000 accrual under our licensing agreement.
Investing Activities
During the years ended September 30, 2024 and 2023, the Company did not have any investing activities.
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Financing Activities
During the year ended September 30, 3024, the Company raised $26,000 from related party advances and sold $60,903 of common stock and $75 of stock subscriptions. We also converted $311,363 of related party advances into common stock. During the year ended September 30, 2023, we received $185,904 by way of loans from three principal shareholders and $1,547 collected from stock subscriptions.
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.
Cash Flow Considerations
The Company has historically relied upon shareholder financings, and to a lesser degree, debt financings, to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. The Company may pursue debt financing in the medium term if it is able to procure such financing on terms more favorable than available equity financing; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.
The Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available to it for current or future projects, although the Company has been successful in the past in financing its activities through related party advances.
It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.
Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended September 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Debt Covenants
The Company was in compliance with its lenders as of September 30, 2024. A deterioration of our relationship with our lenders would provide stress for greater capital, possibly on adverse terms for our shareholders.
Research and development
We enter into contracts in the normal course of business with Consultants and partners that also manufacture breath capture devices under our design specifications as well as gas chromatographers we use in research, product improvement, and operations. Prepayments under these arrangements can generally be repurposed or the services themselves cancelable upon prior written notice, though cancellation fees are likely. Payments due upon cancellation consist only of payments for services provided and expenses incurred up to the date of cancellation.
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Going Concern
We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations.
The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
As of September 30, 2024, the end of the third quarter covered by the comparative information of this prospectus, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) who acts as our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and who is also our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of September 30, 2024 and 2023, we have no off-balance sheet arrangements.
Environmental
Not applicable.
Forward-Looking Statements
The foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in “Forward-Looking Statements” in Item 1., “Business.”
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Accounting Developments
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
Critical Accounting Policies
A summary of our significant accounting policies is detailed in Note 3 to the Financial Statements. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment. All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Carrying Value of Long-Lived Assets
The recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.
We review and evaluate our long-lived assets, other than mineral properties, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts.
Income Taxes
We account for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of our liabilities and assets and the related income tax basis for such liabilities and assets. This method generates a net deferred income tax liability or asset, as measured by the statutory tax rates in effect. We derive our deferred income tax expense or benefit by recording the change in the net deferred income tax liability or asset balance for the year. With respect to the earnings we derive from the operations of our subsidiaries, in those situations where the earnings are indefinitely reinvested, no deferred taxes have been provided on the unremitted earnings (including the excess of the carrying value of the net equity of such entities for financial reporting purposes over the tax basis of such equity) of our subsidiaries.
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We are subject to reviews of our income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. We recognize and record potential tax liabilities and record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate. If our estimate of tax liabilities proves to be different than the ultimate assessment, an additional expense or benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits in Income tax benefit (expense). In certain jurisdictions, we must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if we believe the amount is ultimately recoverable.
Valuation of Deferred Tax Assets
Our deferred income tax assets include certain future tax benefits. We record a valuation allowance against any portion of those deferred income tax assets when we believe, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. We review the likelihood that we will realize the benefit of our deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.
Other
The Company has one class of shares, Common Shares. It has 33,745,491 outstanding shares, with no share options, warrants, and convertible debt options outstanding as of September 30, 2024.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our audited financial statements for the years ended September 30, 2024 and, 2023 appear at the end of this statement on pages F-1 though F-15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, with the participation of our Chief Executive Officer/ principal executive officer and is also our Chief Financial Officer / principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-k. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of September 30, 2024.
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Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of September 30, 2024, the end of the fiscal year covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were ineffective as of the end of the fiscal year covered by this report due to the material weaknesses described below based on our evaluation:
(a) Inadequate segregation of duties and ineffective risk assessment
(b) Lack of effective oversight in the establishment and monitoring of required internal controls and procedures
(c) Lack of an audit committee
(d) Lack of well-established procedures to identify, approve and report related party transactions
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Management is required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of September 30, 2024, our internal control over financial reporting was ineffective.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the years ended September 30, 2024 and 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following table sets forth certain information concerning our company’s sole officer and director.
| Name | Age | Position(s) | ||
| Andrew N. Brown | 48 | President, Chief Financial Officer, Secretary and Director |
Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serve until their successor(s) is duly elected and qualified, or until they are removed from office. There are no family relationships between our directors.
Our company believes that all of our directors’ respective educational background, operational and business experience give them the qualifications and skills necessary to serve as directors and officers, respectively, of our company.
Certain information regarding the backgrounds of our officers and directors is set forth below.
Andrew N. Brown, Chief Executive Officer
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Brown graduated from the University of Vermont in 1998. He moved to New York City to join Investment Manager; Clay Finlay Inc. (later Deutsche Bank), where he worked on a trading floor and learned the business of finance. In 2003, he moved to Florida where he became a major contributor to Florida Land Partners becoming the largest subsidiary of National Land Partners in the Country, with over $100M in annual sales. In 2007, he Co-Founded Doorstep Delivery which he turned into a national brand through organic growth and acquisitions, before merging with BiteSquad.com in 2016 and selling to WTRH in 2019 in a $321M transaction.
Mr. Brown is not related to any Officers or Directors of the Company. There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
On August 7, 2023, Matthew Veal appointed Andrew Brown to the Board of Directors. Mr. Veal then resigned from the board, Mr. Brown then assumed the role of Chairman and CEO.
On January 4, 2022, Matthew Veal was engaged as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary of the Company.
Mr. Veal continues to work as a consultant for the Company.
CONFLICTS OF INTEREST - GENERAL.
Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts, and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.
CONFLICTS OF INTEREST - CORPORATE OPPORTUNITIES
Presently no requirement contained in our Articles of Incorporation, Bylaws, or minutes which require officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
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In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, audit committees or committees performing similar functions nor does our Company have a written nominating, compensation, or audit committee charter. Our sole Director believes that it is not necessary to have such committees at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers has:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; any Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing except that Mr. Veal for filed bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the Middle District of Florida with all matters discharged in 2019; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
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| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this report.
Significant Consultant
We have retained the consulting services of Dr. Lindsay Starkey under the terms of a consulting agreement entered into August 31, 2024, for services. See “Advisory Board.”
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Audit Committee and Audit Committee Financial Expert
Our board of directors (currently consisting of one member) also acts as the audit committee and has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We currently have no “independent” directors as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our directors do not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by the members of our board of directors.
Stockholder Communications with Our Board of Directors
Our company welcomes comments and questions from our stockholders. Stockholders should direct all communications to our President, Andrew N. Brown, at our executive offices. However, while we appreciate all comments from stockholders, we may not be able to respond individually to all communications. We attempt to address stockholder questions and concerns in our press releases and documents filed with OTC Markets, so that all stockholders have access to information about us at the same time. Mr. Brown collects and evaluates all stockholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
Code of Ethics
Our Board of Directors has not adopted a Code of Ethics.
ITEM 11. EXECUTIVE COMPENSATION.
Executive compensation during the years ended September 30, 2024 and September 30, 2023, was as follows:
There are no formal written employment arrangements in place. We do not have any agreements or understandings that would change the terms of compensation during the course of a year.
As of the date of this Annual report, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.
Compensation Summary
The following table summarizes information concerning the compensation awarded, paid to or earned by our executive officers.
| Name and Principal Position | Year Ended 9/30 | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compen- sation ($) | Total ($) | |||||||||||||||||||||||||||
| Andrew N. Brown (1) | 2023 | — | — | — | — | — | — | 22,000 | 22,000 | |||||||||||||||||||||||||||
| President | 2024 | — | — | 2,805 | — | — | — | 24,750 | 27,555 | |||||||||||||||||||||||||||
| Matthew Veal (2) | 2023 | — | — | — | — | — | — | 13,850 | 13,850 | |||||||||||||||||||||||||||
| Former President | 2024 | — | — | 102 | — | — | — | 3,450 | 3,552 | |||||||||||||||||||||||||||
| (1) |
Mr. Brown was awarded 1,650,000 shares for services, valued at $2,805 based on the market value of $.0017 during the year ended September 30, 2024. | |
| (2) | Mr. Veal was awarded 60,000 shares, valued at $102 based on the market value of $.0017 during the year ended September 30, 2024. |
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Outstanding Option Awards
The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not vested and equity-incentive plan awards outstanding as of the date of this Annual report, for each named executive officer.
| Option Awards | Stock Awards | |||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||
| Andrew N. Brown | – | – | – | N/A | N/A | – | – | – | – | |||||||||
Summary of Compensation
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have a formal employment or consulting agreement with any officers or Directors.
Outstanding Equity Awards
During the years ended September 30, 2024 and 2023, our Board of Directors made no equity awards and no such award is pending.
Long-Term Incentive Plans
We currently have no long-term incentive plans.
Director Compensation
Our directors receive no compensation for their serving as directors of our company.
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Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date of this Annual report, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof. Unless otherwise indicated, the address of each listed person is in care of our company, 149 James Place, Orlando, Florida 32751.
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| Name and Address of Beneficial Owner (5) | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned (1) | |||||||||
| Executive Officers and Directors | ||||||||||||
| Andrew Brown, Chief Executive Officer and Director (3) | 9,117,970 | 25.156 | % | 25.156 | % | |||||||
| All directors and officers as a group | 9,117,970 | 25.156 | % | 25.156 | % | |||||||
| Jeffrey Conley | 3,040,186 | 8.388 | % | 8.388 | % | |||||||
| David AB Brown (2) | 6,025,612 | 16.624 | % | 16.624 | % | |||||||
| Vikki C. Cook | 3,567,330 | 9.842 | % | 9.842 | % | |||||||
(1) Applicable percentage of ownership is based on 36,245,491 shares of common stock outstanding and 0 shares of Preferred Stock issued and outstanding on December 20, 2024. Percentage totals are calculated separately based on each class of capital stock. Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of December 20, 2024, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of December 20, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(2) Shares held by David A B Brown, Roth, 401(k) Profit Sharing Plan.
(3) Andrew Brown has voting and dispositive power over the shares held by Money Tree Solutions, LLC.
(4) Unless otherwise noted, the address of each shareholder is c/o Global Innovative Platforms Inc., 149 James Place, Maitland, FL 32751
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Directors and Officers Remuneration
During the years ended from September 30, 2024 and 2023 we paid compensation of $35,850 and $31,107 for our directors and officers.
The Company’s executive office is located at 149 James Place Maitland, FL 32751. This office is furnished to the Company by its CEO at no charge.
In August, 2023, Mr. Andrew Brown was appointed the Company’s sole officer and director in place of Mr. Matthew Veal. During the year ended September 30, 2024, Mr. Brown acquired 6,682,679 shares for $668.27. Mr. Brown has also acquired 1,650,000 shares for services during the fourth quarter of the fiscal year ending September 30, 2024.
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Matthew Veal, Former Sole Officer and Director
During the year ended September 30, 2024, Matthew Veal, our former sole officer and director, is also director and officer, acquired 606,689 shares for $60.69. Mr. Veal has also acquired 60,000 shares for services during the fourth quarter of the fiscal year ending September 30, 2024.
Related Party Loan
During the year ended September 30, 3024, the Company raised $26,000 from related party advances and sold $60,903 of common stock and $75 of stock subscriptions. We also converted $311,363 of related party advances into common stock. During the year ended September 30, 2023, we received $50,000, $125,000, and $10,903 by way of loan from three principal shareholders.
Stock Options
We currently do not have an incentive stock option plan, and no stock options were issued or outstanding during the years ending September 30, 2024 and 2023 nor as of the date of this filing.
Director Independence
We currently act with one director, consisting of Andrew N. Brown. We have determined that Mr. Brown is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
Currently our audit committee consists of all members of our board of directors. We currently do not have nominating, compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
Our board of directors has determined that it does not have a member of its audit committee who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
We do not have a standing compensation or nominating committee. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
On December 30, 2020, we appointed M.S. Madhava Rao Mankal, as our independent auditor.
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| 2024 | 2023 | |||||||
| Audit fees | $ | 10,500 | $ | 9,000 | ||||
| All other fees | — | — | ||||||
| Total | $ | 10,500 | $ | 9,000 | ||||
All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
There have been no disagreements with the independent registered public accounting firm regarding accounting and financial disclosure.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
1(a) Financial Statements
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
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Exhibit Index
Copies of the following documents are included as exhibits to this annual report.
* Filed herewith.
(1) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form 10 dated December 28, 2020.
(2) Incorporated by reference to the Form 8-K dated April 2, 2021.
(3) Incorporated by reference to the Form 8-K dated May 13, 2021.
(4) Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on March 21, 2022.
(5) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 23, 2023.
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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.
| Global Innovative Platforms, Inc. | ||
| (Registrant) | ||
| Name: | Andrew Brown | |
| Signature: | /s/ Andrew Brown | |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) |
|
| Date: | December 30, 2024 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name: | Andrew Brown | |
| Signature: | /s/ Andrew Brown | |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) |
|
| Date: | December 30, 2024 |
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GLOBAL INNOVATIVE PLATFORMS, INC.
FINANCIAL STATEMENTS
CONTENTS
| AUDITED
FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2024 AND 2023 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Shareholders
Global Innovative Platforms, Inc.
149 James Place.,
Maitland, FL 32751
Opinion on the financial statements
We audited the accompanying balance sheets of Global Innovative Platforms, Inc. (“the Company”) as of September 30, 2024 and 2023, the related statements of operations, stockholders’ equity, and cash flows for years then ended and the related notes (collectively referred to as “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of the liabilities in the normal course of business. The Company has an accumulated deficit of $537,213 for the year ended September 30, 2024. These factors as discussed in Note 2 of the financial statements raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis of Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("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 audits in accordance with the standards of the PCAOB. Those standards require 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 audits. we are required to obtain an understanding of internal control over financial reporting 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.
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Our audits 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 audits 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 audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters arising from the current period of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosure that are material to the financial statements and (2) involve especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit below, providing separate opinions on the critical audit matters or the accounts or disclosures to which they relate.
Related party transactions.
As discussed in Note 8 of the financial statement, the Company converted all the borrowed amounts from related parties during the year ended September 30, 2024. The procedure performed to address the matter included entries recorded in the books in line with GAAP and verifying Agreements.
We have served as the Company’s auditor since 2020.
December 30, 2024
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GLOBAL INNOVATIVE PLATFORMS, INC.
BALANCE SHEETS
| September 30, 2024 | September 30, 2023 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Total current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Loan Payable – Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock, $ par value, shares authorized, issued or outstanding | ||||||||
| Common Stock, $ par value, shares authorized, and shares issued and outstanding at September 30, 2024 and 2023, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Stock Subscriptions | ||||||||
| Retained Earnings (Deficit) | ( |
) | ( |
) | ||||
| Total Equity | ( |
) | ( |
) | ||||
| TOTAL LIABILITIES & EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
F-4
GLOBAL INNOVATIVE PLATFORMS, INC.
STATEMENTS OF OPERATIONS
| FOR THE YEAR ENDED SEPTEMBER 30, 2024 | FOR THE YEAR ENDED SEPTEMBER 30, 2023 | |||||||
| REVENUE | $ | $ | ||||||
| EXPENSES | ||||||||
| General and administrative expenses | ||||||||
| Total Expenses | ||||||||
| OPERATING LOSS | ( |
) | ( |
) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Total Other Income (Expense) | ||||||||
| INCOME (LOSS) BEFORE TAXES | ( |
) | ( |
) | ||||
| TAXES | ||||||||
| NET INCOME (LOSS) | $ | ( |
) | $ | ( |
) | ||
| Net Income (Loss) per Common Share: Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Common Shares Outstanding: Basic and Diluted | ||||||||
F-5
GLOBAL INNOVATIVE PLATFORMS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
| Common Shares | Additional | Retained | ||||||||||||||||||||||
| Shares | Amount | Stock Subscriptions | Paid-In Capital | (Deficit) Earnings | Total | |||||||||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Stock Subscriptions | — | |||||||||||||||||||||||
| Net profit (loss) for the period | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Stock issued to founders for subscriptions | ( |
) | ||||||||||||||||||||||
| Stock Subscriptions | — | |||||||||||||||||||||||
| Stock issued for cash | ||||||||||||||||||||||||
| Stock issued in settlement of obligations | ||||||||||||||||||||||||
| Noncash expenses paid with the issuance of common Stock | ||||||||||||||||||||||||
| Stock issued to founders for cash at par value | ||||||||||||||||||||||||
| Net loss for the period | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
F-6
GLOBAL INNOVATIVE PLATFORMS, INC.
STATEMENTS OF CASH FLOW
| For the Year Ended September 30, 2024 | For the Year Ended September 30, 2023 | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Noncash Expenses | ||||||||
| Changes in working capital items: | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accruals – related party | ( | ) | ||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ||||||||
| — | — | |||||||
| Net Cash Flow from Investing Activities | ||||||||
| Net Cash Flow from Financing Activities | ||||||||
| Advances under loan payable - related party loans | ||||||||
| Issuance of Stock for Cash | ||||||||
| Stock subscriptions | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash: | ( | ) | ( | ) | ||||
| Beginning Cash: | $ | $ | ||||||
| Ending Cash: | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for tax | $ | $ | ||||||
| NOTE: THE CUMULATIVE AMOUNTS OF CASH FLOWS FROM THE COMPANY’S INCEPTION TO DATE ARE AS FOLLOWS: | ||||||||
| Net Cash Used in Operating Activities | $ | ( | ) | $ | ( | ) | ||
| Net Cash Used in Investing Activities | $ | ( | ) | $ | ( | ) | ||
| Net Cash Provided by Financing Activities | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| CONVERSION OF RELATED PARTY ADVANCES TO COMMON STOCK | $ | $ | ||||||
F-7
GLOBAL INNOVATIVE PLATFORMS, INC.
NOTES TO AUDITED FINANCIAL STATEMENTS
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Global Innovative Platforms, Inc., a Delaware corporation, (“GIP”, “the Company”, “We”, “Us” or “Our’) is a publicly quoted shell company seeking to merge with an entity with experienced management and opportunities for growth in return for shares of our common stock to create values for our shareholders. No potential merger candidate has been identified at this time.
History
We were originally named Canning Street Corporation having incorporated in Delaware on September 15, 2020. On September 10, 2022, the Company completed the process of changing its name to Global Innovative Platforms, Inc.
Effective September 30, 2020, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), GIP became the reorganized successor to Alexandria Advantage Warranty Company, a publicly quoted holding company that ceased trading in 2016.
Reorganization into a Holding Company Structure for Global Innovative Platforms, Inc., reorganization successor to Alexandria Advantage Warranty Company.
Effective September 29, 2020, Alexandria Advantage Warranty Company (“Alexandria Advantage Colorado’), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Alexandria Advantage Warranty Company (“Alexandria Advantage Delaware”), a Delaware corporation.
Alexandria Advantage Colorado ceased to exist as an independent legal entity following its merger with Alexandria Advantage Delaware.
Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alexandria Advantage Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Global Innovative Platforms, Inc. (“GIP”) and AAWC Corporation (“AAWC”), both wholly-owned subsidiaries of Alexandria Advantage Delaware, effective September 30, 2020.
The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Alexandria Advantage Delaware with, and into AAWC, with AAWC being the surviving corporation in the merger, as a subsidiary to GIP.
Alexandria Advantage Delaware ceased to exist as an independent legal entity following its merger with AAWC.
The shareholders of Alexandria Advantage Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of GIP on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).
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AAWC., the surviving company of the merger with Alexandria Advantage Delaware, became a wholly owned subsidiary of GIP, the holding company.
GIP became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, AAWC, the surviving company of the merger with Alexandria Advantage Delaware.
As a result of the Holding Company Reorganization, shareholders in publicly quoted Alexandria Advantage Delaware, formerly the shareholders of Alexandria Advantage Colorado as of the date of the reorganization, became shareholders in the publicly quoted GIP.
AAWC, being the direct successor by the merger with Alexandria Advantage Delaware, became a subsidiary company of GIP.
The Holding Company Reorganization has been accounted for so as to reflect the fact that both AAWC and GIP were under common control at the date of the Holding Company Reorganization, similar to a reverse acquisition of AAWC by GIP
Disposal of AAWC Corporation.
Effective
September 30, 2020, GIP disposed of
Impact of the COVID-19 Pandemic
We have not commenced operations as yet and consequently have not been directly impacted by the Covid-19 outbreak at this time. However, the detrimental effect of the Covid-19 outbreak on the economy as a whole may have a detrimental impact on our ability to raise funding and identify an entity to merge with for the foreseeable future. We are unable to predict with any certainty the ultimate impact Covid-19 outbreak on our plans at this time.
NOTE 2. GOING CONCERN
Our financial
statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern,
which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business
or income and had shareholders’ deficits of $
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NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. The accompanying financial statement reflect the operations of Global Innovative Platforms, Inc., the sole surviving entity as a result of the reorganization and disposal activities described in Note 1, for the years ended September 30, 2024 and 2023. The Company has selected September 30 as its financial year end. The Company has not earned any revenue to date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make 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 period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We
maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of
the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents.
As of September 30, 2024 and 2023, our cash balance was $
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
F-10
Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5 and 6 below for details of related party transactions in the period presented.
Fixed Assets
We owned
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in the Company’s balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.
ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term.
The Company was not party to any lease transactions for the years ended September 30, 2024 and 2023.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
F-11
Uncertain Tax Positions
We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams.
During the years ended September 30, 2024 and
2023, we did
Advertising Costs
We expense
advertising costs when advertisements occur.
Founder Shares Valuation
Founder shares have been issued for cash and services at a nominal value of $0.001 per share, reflecting the early stage of the company’s development and the uncertainty surrounding its future valuation. This valuation is based on the founders’ contributions to the company’s intellectual property and market potential at the time of issuance.
Stock Based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
F-12
Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
potentially dilutive debt or equity instruments were issued or outstanding for the years ended September 30, 2024 and 2023.
Recently Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
On October 23, 2023, the Company issued shares
of common stock, par value $ per share, including which was issued to related parties for an aggregate consideration
of $
On July 10, 2024,
the Company issued shares of our common stock, par value of $ per share, which included shares to related parties
in exchange for services of $
As of September 28, 2024, the Company issued
shares of our common stock, par value of $ per share including shares to related parties in exchange for
services of $
Three
Shareholders advanced us $, $, and $ for the year ended September 30, 2023 and an additional $, for the year ending
September 30, 2024. On September 27, 2024, the Company converted $
NOTE 5. ACCRUALS – RELATED PARTY
During
the year ended September 30, 2023, and modified as of August 27, 2024, the Company entered into a contract (see note 7) with a party
who has the right to obtain shares. The contract obligated us to an upfront payment of $
NOTE 6. INCOME TAXES
On December
22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax
Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring
a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also
establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate
tax rate from
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We did not provide any current or deferred US federal income tax provision or benefit for any for the years ended September 30, 2024 and 2023 as, after adjusting for the non-taxable gain on the sale of our subsidiary company, we incurred tax losses during the period. When it is more likely than not that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended September 30, 2024 and 2023 as defined under ASC 740, “Accounting for Income Taxes.” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as follows:
| Year ended | Year Ended | |||||||
| September 30, | September 30, | |||||||
| 2024 | 2023 | |||||||
| Statutory U.S. Federal Income Tax Rate | % | % | ||||||
| State Income Taxes | % | % | ||||||
| Change in Valuation Allowance | ( |
)% | ( |
)% | ||||
| Effective Income Tax Rate | % | % | ||||||
A reconciliation of the income taxes computed at the statutory rate is as follows:
| Year ended | Year Ended | |||||||
| September 30, | September 30, | |||||||
| 2024 | 2023 | |||||||
| Tax credit (expense) at statutory rate (26%) | $ | ( | ) | $ | ( | ) | ||
| Increase in valuation allowance | ||||||||
| Net deferred tax assets | $ | $ | ||||||
As of
September 30, 2024 and 2023, the Company had a federal net operating loss carryforward of approximately $
The federal net operating loss carryforwards do not expire but may only be used against taxable income to 80%. In response to the novel coronavirus COVID-19, the Coronavirus Aid, Relief, and Economic Security Act temporarily repealed the 80% limitation for NOLs arising in tax years 2019 and 2020. No tax benefit has been reported in the financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.
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The Company’s income tax returns for the years ended September 30, 2024 and 2023 are currently open to audit by federal and state jurisdictions.
NOTE 7. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the years ended September 30, 2024 and 2023 and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
On August 18, 2023, and modified in August, 2024, the Company entered into a Patent and Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc. (“Defiant”). Pursuant to the License Agreement, among other things, Defiant granted the Company a nontransferable, non-sublicensable, exclusive right and license to certain patents and know-how relating to animal testing and all commercial applications related to the animal market on a global basis (“Patent Rights”, “Know-How”, and “Materials”, respectively) to manufacture, use, offer for sale, sell or import (“Licensed Products”) in the animal market worldwide. The license is exclusive (subject to certain exceptions and conditions) with respect to the Patent Rights and Materials and non-exclusive with respect to the Know-How.
As consideration for the license under the
License Agreement,
NOTE 8. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of September 30, 2024 and 2023 and for the years ended September 30, 2024 and 2023, we were authorized to issue shares of preferred stock with a par value of $.
No shares of preferred stock were issued and outstanding as of September 15, 2020 (Inception), the effective date of the Holding Company Reorganization, and shares of preferred stock were issued and outstanding during the years ended September 30, 2024 and 2023.
No series of preferred stock or rights for preferred stock had been designated at September 30, 2024 and September 30, 2023.
Common Stock
As of September 30, 2024 and September 30, 2023, we were authorized to issue shares of common stock with a par value of $.
As of
September 15, 2020, the effective date of the reverse recapitalization,
On October 23, 2023, the Company issued shares
of common stock, par value $ per share, including which was issued to related parties for an aggregate consideration
of $
On July 10, 2024, the Company
issued shares of our common stock, par value of $ per share, which included shares to related parties in exchange
for services of $
As of September 28, 2024, the Company issued
shares of our common stock, par value of $per share including shares to related parties in exchange for
services of $
Three
Shareholders advanced us $,
$,
and $
for the year ended September 30, 2023 and an additional $,
for the year ending September 30, 2024. On September 27, 2024, the Company converted $
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As of September 30, 2024 and 2023, and shares of common stock were issued and outstanding, respectively.
Warrants
Stock Options
We currently have no stock option plan.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events after September 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements.
Effective October 2,
2024, the Company entered into Subscription Agreements with various accredited investors pursuant to which the accredited investors purchased
an aggregate of shares of the Company’s common stock at a price per share of $ for an aggregate purchase price of
$
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