GIPL 10-Q
Global Innovative Platforms Inc. (GIPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission file number:
(Exact name of registrant as specified in its charter)
| (STATE OR OTHER JURISDICTION | (I.R.S. EMPLOYER |
| OF INCORPORATION OR ORGANIZATION) | IDENTIFICATION NUMBER) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
(Registrant’s Telephone number)
(Former Address and phone of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
| Yes | ☐ | ☒ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | No | ☐ |
Indicate the number of share outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of November 14, 2023, there were shares of the registrant’s common stock issued and outstanding.
Table of Contents
| 1 |
PART I
ITEM 1. FINANCIAL STATEMENTS
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED BALANCE SHEETS
| MARCH 31, | SEPTEMBER 30, | |||||||
| 2023 | 2022 | |||||||
| (unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Loan Payable – Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Shareholders’ Deficit | ||||||||
| Preferred Stock, $ par value, shares authorized, issued or outstanding | ||||||||
| Common Stock, $ par value, shares authorized, issued and outstanding | ||||||||
| Additional Paid in Capital | ||||||||
| Retained (Deficit) Earnings | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
| 2 |
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| FOR THE THREE MONTHS ENDED MARCH 31, 2023 | FOR THE THREE MONTHS ENDED MARCH 31, 2022 | FOR THE SIX MONTHS ENDED MARCH 31, 2023 | FOR THE SIX MONTHS ENDED MARCH 31, 2022 | |||||||||||||
| 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 | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
| 3 |
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
| Common Shares | ||||||||||||||||||||
| Shares | Amount | Additional Paid-In Capital | Retained (Deficit) Earnings | Total | ||||||||||||||||
| Balance at September 30, 2021 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2022 | $ | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance at September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net profit (loss) for the period | — | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
The accompanying notes are an integral part of these condensed financial statements
| 4 |
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENTS OF CASH FLOW
(UNAUDITED)
| FOR THE SIX MONTHS ENDED MARCH 31, 2023 | FOR THE SIX MONTHS ENDED MARCH 31, 2022 | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | — | — | ||||||
| Changes in working capital items: | ||||||||
| Accounts payable | ||||||||
| Accruals – related party | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ||||||
| Net Cash Flow from Investing Activities | ||||||||
| Net Cash Flow from Financing Activities | ||||||||
| Advances from Related Parties | ||||||||
| 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 | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
| 5 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Global Innovative Platforms Inc., a Delaware corporation, (“Global Innovative Platforms,” “Canning Street,” “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 value for our shareholders. The Company is presently evaluating various opportunities in the biotech industry. Although the Company has not entered into any agreements with potential merger candidates it is evaluating several opportunities for acquisition although there is no guarantee that the Company will be able to successfully close such transactions.
History
Global Innovative Platforms Inc. f/k/a Canning Street Corporation or Canning Street was incorporated in Delaware on September 15, 2020.
Effective September 30, 2020, following a corporate reorganization as described below (the “Holding Company Reorganization” or “the reverse recapitalization”), Canning Street 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. (“Canning Street”) and AAWC Corporation (“AAWC”), both wholly-owned subsidiaries of Alexandria Advantage Delaware, effective September 30, 2021.
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 Canning Street. 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 Canning Street on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).
AAWC, the surviving company of the merger with Alexandria Advantage Delaware, became a wholly owned subsidiary of Canning Street, the holding company. Canning Street 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 Canning Street.
| 6 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
AAWC, being the direct successor by the merger with Alexandria Advantage Delaware, became a subsidiary company of Canning Street. The Holding Company Reorganization has been accounted for so as to reflect the fact that both AAWC and Canning Street were under common control at the date of the Holding Company Reorganization, similar to a reverse acquisition of AAWC by Canning Street
Disposal of AAWC Corporation.
Effective September 30, 2020, Canning Street
disposed of
Reverse Stock Split
Effective December 29, 2020, we completed a
Name Change and Subsequent Change in Trading Symbol
On May 10, 2021, the Company, filed a Certificate of Amendment to its Certificate of Incorporation (the “Amendment”), which was corrected on May 11, 2021, with the Secretary of State of the State of Delaware to change the Company’s name to “Global Innovative Platforms Inc.” (the “Name Change”). The Amendment became effective on May 20, 2021. On May 10, 2021, the Company filed notification of the Name Change (the “Notification”) with the Financial Industry Regulatory Authority (“FINRA”). In the Notification, the Company requested FINRA to authorize a new trading symbol for the Common Stock. On September 9, 2021, FINRA processed the Name Change and provided a new trading symbol, “GIPL”, with a market effective date of September 13, 2021. The new CUSIP is 37960M101.
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,
incurred a loss of $
| 7 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
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. We have selected September 30 as our financial year end. We have 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 March 31, 2023 and September 30, 2022, 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.
Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.
| 8 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
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 4 and 5 below for details of related party transactions in the period presented.
Fixed Assets
We owned
Leases
We determine 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 our 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, we generally use 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.
We were not party to any lease transactions during the six months and the three months ended March 31, 2023 or March 31, 2022.
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.
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.
| 9 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
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 during the six months and the three months ended March 31, 2023 and March 31, 2022, we did
Advertising Costs
We expense
advertising costs when advertisements occur.
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.
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 during the three and six months ended March 31, 2023 and 2022.
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.
NOTE 4. RELATED PARTY FEES
During the year ended
September 30, 2022, we settled a balance of $
| 10 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 5. LOAN PAYABLE – RELATED PARTY
As of March 31, 2023, and September 31, 2022,
respectively, we owed $
The loans are unsecured, interest free and due on demand.
NOTE 7. 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
We did not provide any current or deferred US federal income tax provision or benefit during the three months ended March 31, 2022, as 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 three months ended March 31, 2022, 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:
| Six Months Ended March 31, 2023 | Six Months Ended March 31, 2022 | |||||||
| 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:
| Six Months Ended March 31, 2023 | Six Months Ended March 31, 2022 | |||||||
| Tax credit (expense) at statutory rate (26%) | $ | $ | ||||||
| Increase in valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
| 11 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
As of March 31, 2023, the Company had a federal
net operating loss carryforward of approximately $
The Company’s income tax returns for the years ended September 30, 2022 and 2021 and for the period from September 15, 2020 (Inception) to September 30, 2020, are currently open to audit by federal and state jurisdictions.
NOTE 8. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the six months ended March 31, 2023 and 2022, and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
We are not party to any contractual obligations at this time.
NOTE 9. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of March 31, 2023, we were authorized to issue shares of preferred stock with a par value of $.
shares of preferred stock were issued and outstanding during the three months ended March 31, 2023.
No series of preferred stock or rights for preferred stock had been designated on March 31, 2023.
Common Stock
As of March 31, 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, shares of common stock were issued and outstanding in our predecessor company with a total
par value of $
As of September 30, 2023 and 2022, and March 31, 2023 and 2022, shares of common stock were issued and outstanding.
shares of common stock were issued during the six months ended March 31, 2023.
Effective December 29, 2020, we completed a
| 12 |
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
Warrants
Stock Options
We currently have no stock option plan.
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent events
after March 31, 2022, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements.
Effective October 23, 2023., 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 $
The offer, sale and issuance of the above securities was made to accredited investors, and the Company relied upon the exemptions contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated there under with regard to the sale. No advertising or general solicitation was employed in offering the securities. The offer and sales were made to an accredited investor and transfer of the common stock will be restricted by the Company in accordance with the requirements of the Securities Act of 1933, as amended.
| 13 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2022 includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.
PLAN OF OPERATIONS
The Company’s plan of operation is to obtain debt or equity finance to meet our 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.
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.
RESULTS OF OPERATIONS
For the Three Months Ended March 31, 2023
Revenue
We recognized no revenue during the three months ended March 31, 2023, as we had no revenue generating activities during this period.
General and Administrative Expenses
During the three months ended March 31, 2023, we incurred general and administrative expenses of $68,870, comprised of professional fees of $1,775 and due diligence fees of $66,095.
| 14 |
Operating Loss
During the three months ended March 31, 2023, we incurred an operating loss of $68,870 due to the factors discussed above.
Interest and Other Income (Expenses) Net
During the three months ended March 31, 2023, we recognized no interest and other income (expenses), net in the period.
Loss before Income Tax
During the three months ended March 31, 2023, we incurred a loss before income taxes of $68,870 due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the three months ended March 31, 2023 as we incurred a taxable loss in the period.
Net Loss
During the three months ended March 31, 2023, we incurred a net loss of $68,870 due to the factors discussed above.
For the Six Months Ended March 31, 2023
Revenue
We recognized no revenue during the six months ended March 31, 2023, as we had no revenue generating activities during this period.
General and Administrative Expenses
During the six months ended March 31, 2023, we incurred general and administrative expenses of $156,036 comprising professional fees of $7,500 and administrative fees of $18,347. We incurred due diligence fees of $130,189.
Operating Loss
During the six months ended March 31, 2023, we incurred an operating loss of $156,036 due to the factors discussed above.
Interest and Other Income (Expenses) Net
During the six months ended March 31, 2023, we recognized no interest and other income (expenses), net in the period.
Loss before Income Tax
During the six months ended March 31, 2023, we incurred a loss before income taxes of $156,036 due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the six months ended March 31, 2023, as we incurred a taxable loss in the period.
| 15 |
Net Loss
During the six months ended March 31, 2023, we incurred a net loss of $156,036 due to the factors discussed above.
LIQUIDITY
On March 31, 2023, we had total current assets of $2,961. On March 31, 2023 we had total liabilities of $241,711.
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 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 year ended September 30, 2023 and 2022, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Our primary sources and uses of cash for the six months ended March 31, 2023 and 2022 were as follows:
| Six Months Ended | Six Months Ended | |||||||
| March 31, 2023 | March 31, 2022 | |||||||
| Net Cash Used in Operating Activities | $ | 144,796 | $ | — | ||||
| Net Cash Flows from Investing Activities | — | — | ||||||
| Net Cash Flows from Financing Activities | 100,000 | — | ||||||
| Net Movement in Cash and Cash Equivalents | $ | (44,796 | ) | $ | — | |||
Operating Activities
During the six months ended March 31, 2023, we incurred a net loss of $156,036 which after adjustments for an increase in accounts payable of 1,187 and advances from related parties of $10,053, resulted in net cash of $144,796 being used in operations.
Investing Activities
During the six months ended March 31, 2023, we had no investing activities.
Financing Activities
During the six months ended March 31, 2023, we had $100,000 in financing activities advanced from related parties.
| 16 |
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.
CRITICAL ACCOUNTING POLICIES
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.
Our significant accounting policies are described in Note 3 of our Financial Statements on page 7. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statement.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.
Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
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 March 31, 2023, we have no off-balance sheet arrangements.
Recently Issued 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
| 17 |
Our sole executive officer, who serves as the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2023 (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer has concluded, based upon the evaluation described above, that, as of March 31, 2023, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.
Material Weakness
In connection with the preparation of our financial statements for the six months ended March 31, 2023, we determined that we did not maintain effective controls over certain aspects of the financial reporting process because: (i) we lack a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, (ii) there is inadequate segregation of duties due to the limitation on the number of our accounting personnel, and (iii) we have insufficient controls and processes in place to adequately verify the accuracy and completeness of spreadsheets that we use for a variety of purposes for our financial reporting.
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. However, due to our size and our financial resources, remediating the several identified weaknesses has not been possible and may not be economically feasible now or in the future.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
Not Applicable to Smaller Reporting Companies.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The Company did not make any unregistered sales of its securities from October 1, 2022 through March 31, 2023.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
| 18 |
ITEM 5. OTHER INFORMATION
Reverse Split of Common Stock
Effective December 29, 2020, we completed a 2,000:1 reverse stock split. Following this reverse stock split, the number of our common shares issued and outstanding was reduced to 619,085. All numbers of our common shares disclosed as issued and outstanding in this Form 10Q have been retrospectively restated to reflect the impact of the reverse split.
As of March 31, 2023, 619,085 shares of common stock were issued and outstanding.
Change in Trading Symbol
Effective December 29, 2020, our trading symbol changed from AAWC to CSTC, and we changed again to a new trading symbol, “GIPL”, with a market effective date of September 13, 2021.
Change of Control
Effective March 31, 2021, JS Electric, Inc., Path-Guard Network, Inc. David Brown, Andrew N. Brown, Daniel Owen Trust, James Jones Trust and Brian Susi Inc (collectively “the Purchasers”), purchased a total of 371,246 shares our common stock representing 59.97% of our issued and outstanding shares, in a private transaction with David Cutler.
As a result of the closing of the transaction on March 31, 2020, the Purchasers acquired a majority of the issued shares eligible to vote. The total purchase price of $400,000 was paid in cash by the Purchasers at Closing.
On March 31, 2021, David Cutler and Redgie Green resigned as executive officers of the Company subject to the Company filings its Form 10Q Quarterly Report for the quarter ended March 31, 2022. Further, Mr. Green resigned as a director of the Company effective March 31, 2022 and Mr. Cutler resigned as a director effective ten days after mailing of Notice to shareholders in compliance with the requirements of Section 14(f) of the Securities Exchange Act of 1934. The resignation of Mr. Cutler and Mr. Green was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise. The Board approved and accepted the resignations.
On March 31, 2021, John Shepard was appointed to serve as Chairman of the Board of Directors and, subject to the effective date of the resignation of Mr. Cutler and Mr. Green, as the Company’s Chief Executive Officer, Chief Financial Officer and Secretary.
On November 3, 2021, John Shepard resigned as an executive officer and director of the Company. The resignation of Mr. Shepard was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise.
On January 4, 2022, Matthew Veal was elected as the Company’s sole director, Chief Executive Officer, Chief Financial Officer and Secretary of the Company.
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.
Patent and Know-How 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.
| 19 |
As consideration for the license under the License Agreement, the Company has agreed toto 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.
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
* 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 filed with the Securities and Exchange Commission on April 2, 2021.
(3) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on May 13, 2021.
(4) Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on March 21, 2022.
| 20 |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and 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, INS.
(Registrant)
| Dated: November 14, 2023 | By: | /s/ Andrew Brown |
| Andrew Brown | ||
| (Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, and Principal Accounting Officer) |
21