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) |
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NONE
(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). Yes ☐ ☒
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 | ||
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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
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of August 4, 2026, there were
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Table of Contents
| PART I - FINANCIAL INFORMATION | Page |
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Item 1. | ||
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| Condensed Balance Sheets (Unaudited) as of June 30, 2026 and September 30, 2025 (Audited) | |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | |
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Item 1. | ||
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Item 1A. | ||
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PART I
ITEM 1. FINANCIAL STATEMENTS
CONDENSED BALANCE SHEETS
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Assets |
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Current Assets |
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Cash and cash equivalents |
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Product Development Costs |
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Accounts Receivable |
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Prepaid Expense |
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Total Current Assets |
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Property, Plant and Equipment, net of accumulated depreciation of $ |
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Other Assets: |
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Intangible Asset – Trademark |
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Total Assets |
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Liabilities |
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Current Liabilities |
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Accounts Payable |
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Accrued Expense |
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Related Party Payables |
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Total Current Liabilities |
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Total Liabilities |
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Stockholders’ Equity |
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Preferred Stock, $ |
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Common Stock, $ |
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Retained Earnings (Deficit) |
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Total Equity |
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TOTAL LIABILITIES & EQUITY |
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The accompanying notes are an integral part of these condensed financial statements
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GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
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| FOR THE THREE MONTHS ENDED JUNE 30, 2026 |
| FOR THE THREE MONTHS ENDED JUNE 30, 2025 |
| FOR THE NINE MONTHS ENDED JUNE 30, 2026 |
| FOR THE NINE MONTHS ENDED JUNE 30, 2025 | |||||||||
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REVENUE |
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EXPENSES |
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General and administrative expenses |
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Research and Development |
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Total Expenses |
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OPERATING LOSS |
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Total Other Income (Expense) |
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INCOME (LOSS) BEFORE TAXES |
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TAXES |
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NET INCOME (LOSS) |
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Net Income (Loss) per Common Share: Basic and Diluted |
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Weighted Average Common Shares Outstanding: Basic and Diluted |
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The accompanying notes are an integral part of these condensed financial statements
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GLOBAL INNOVATIVE PLATFORMS INC.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
(UNAUDITED)
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Balance at October 1, 2024 |
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Common Shares Issued for Stock Subscriptions |
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Common Stock issued for Cash |
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Common Stock issued for Services |
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Net loss for the period |
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Balance at March 31, 2025 |
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Common Stock issued for Cash |
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Common Stock issued for Services |
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Net loss for the period |
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Balance at June 30, 2025 |
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Balance at October 1, 2025 |
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Common Shares Issued for Services |
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Common Stock issued for Cash |
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Net income (loss) for the period |
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Balance at March 31, 2026 |
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Common Shares Issued for Services |
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Common Stock issued for Cash |
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Net income (loss) for the period |
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Balance at June 30, 2026 |
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The accompanying notes are an integral part of these condensed financial statements
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GLOBAL INNOVATIVE PLATFORMS INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
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Cash Flow from Operating Activities: |
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Net Income (loss) |
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Adjustments to reconcile net income (loss) to net cash used in operating activities: |
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Noncash Expenses |
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Changes in working capital items: |
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Prepaid expense |
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Advances to Related Parties |
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Accrued expense |
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Accruals – related party |
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Net Cash Used in Operating Activities |
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Cash Used in Investing Activities |
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Purchase of Software, Equipment and Trademark |
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Net Cash Flow Used in Investing Activities |
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Cash Flow from Financing Activities |
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Issuance of Stock for Cash |
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Net Cash Provided by Financing Activities |
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Net Change in Cash: |
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Beginning Cash: |
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Ending Cash: |
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Supplemental Disclosures of Cash Flow Information: |
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Cash paid for interest |
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Cash paid for tax |
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NOTE: THE CUMULATIVE AMOUNTS OF CASH FLOWS FROM THE COMPANY’S INCEPTION TO DATE ARE AS FOLLOWS: |
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Net Cash Used in Operating Activities |
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Net Cash Used in Investing Activities |
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Net Cash Provided by Financing Activities |
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SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES |
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Conversion of Product Development Costs to Fixed Asset |
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Conversion of Related Party Advances to Common Stock |
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The accompanying notes are an integral part of these condensed financial statements
7
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,” “the Company,” “We” , “GIP”, “Us” or “Our’) is focused on advancing animal health through breath analysis. We develop non-invasive diagnostic tools for detecting diseases and assessing treatment effectiveness. Our proprietary technologies, rebranded this quarter under the “VetBreath Analytics”' name (and our VOCAM analyzer has been renamed the “VetBreath Dx” which were formerly known as “VOCAM Plus” and the “FROG”) utilize gas chromatography and A.I. software to provide breath analysis. The Company’s mission is to create early detection technology seeking to address a wide array of animal related abnormalities. Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions.
History
We were originally named Canning Street Corporation, having been incorporated in
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).
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.
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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 100% of the issued share capital of its sole subsidiary company, AAWC Corporation, to an unrelated third party for a $1,000 payment made to the purchaser to assume ownership of the subsidiary company with outstanding liabilities.
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 limited ongoing business income and had a retained deficit of $
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 fiscal year end. We have not earned any significant 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 June 30, 2026, 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.
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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 outstanding voting securities 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 Note 4 below for details of related party transactions in the period presented.
Fixed Assets
We did not own any fixed assets as of September 30, 2025 but did acquire fixed assets as of June 30, 2026, which are stated at cost including capitalized product development cost less depreciation, using the straight-line method over estimated useful lives of 5 years.
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 long term lease transactions during the nine months and the three months ended June 30, 2026 or June 30, 2025.
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 has a greater than 50% likelihood 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
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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.
On November 3, 2025, the Company announced it has entered into an agreement with a leading global animal health company involving the Company’s proprietary VetBreath Dx diagnostic technology for the detection of heartworm disease in dogs. Under the terms of the agreement, the Company will supply VetBreath Dx units and related support services to enable evaluation and validation of its Breathomics-based diagnostic system. During the nine months and the three months ended June 30, 2026, we billed and collected $
Advertising Costs
We expense advertising costs when advertisements occur.
Equity Stock issued for Services
On June 30, 2026, the Company issued
The value of the equity shares issued for services was determined by management on an arbitrary basis and was not derived using a formal valuation model, independent appraisal, or observable market inputs. Management determined such values based on internal considerations at the time of issuance.
The cost of services received has been recognized as a research expense or other expenses with a corresponding increase in additional paid-in capital. The amounts recognized reflect management’s determination at the issuance date and may not be indicative of the market value or realizable value of the equity shares issued.
Research and Development
Research and development (“R&D”) costs are expensed as incurred in accordance with U.S. generally accepted accounting principles. R&D activities include costs incurred in the discovery of new knowledge, the design and development of new products and processes, and the improvement of existing products and technologies.
Costs incurred prior to the establishment of technical feasibility are charged to research and development expense.
Product under Development
Upon achievement of technical feasibility, as determined by management based on the completion of a detailed program design or working model, directly attributable development costs are capitalized as an asset. Capitalized development costs include payroll, consulting fees, materials, and other directly allocable costs incurred after technical feasibility has been established.
As of September 30, 2025, the Company had not yet achieved market feasibility for its product. Accordingly, costs incurred in connection with product development after research phase have been considered as product development cost as of September 30, 2025.
The Company has capitalized Product Development cost as a Fixed Asset upon achieving market feasibility in October, 2025.
Founder Shares Valuation
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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 relation to Research and Development is measured by an arbitrary amount agreed upon between the Company and the provider. The cost of services other than research and development received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Net Loss per Share Calculation
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 (loss) 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.
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. SHARES ISSUED - RELATED PARTIES
On June 30, 2026, the Company issued
In October 2024 and March 2025, the Company issued
Related Party Accruals
During the year ended September 30, 2023, and modified as of August 27, 2025, the Company entered into a contract (see Note 6) with a party who has the right to obtain 638,532 shares. The License Agreement obligated us to make an upfront payment of $10,000 paid thirty days from the date of the License Agreement, $50,000 during the first quarter following the Effective Date and then $50,000 per quarter thereafter until the full $250,000 was paid. To date, we have paid $200,000 ($40,000 for the nine months and $-0- for the quarter ending June 30, 2026) to the related party. We have also paid $165,345 for VetBreath Dx units during the quarter and nine-months ended June 30, 2026 and as a result we are in good standing under the License Agreement. Further, in consideration of the rights and licenses granted under the License Agreement, the Company is required to pay 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. We did accrue royalties of $5,616 during the nine months ended June 30, 2026.
The Company entered into a contract for facilities rental with its Chief Executive Officer during the nine months ended June 30, 2026. Under this arrangement, $
NOTE 5. 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.
12
federal corporate tax rate from 35% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income.
We did not provide any current or deferred US federal income tax provision or benefit during the three months ended June 30, 2026, or June 30, 2025 as we incurred tax losses or covered any potential obligation with offsetting tax carry forwards 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 June 30, 2026, or June 30, 2025 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:
|
| Nine Months Ended |
| Nine Months Ended |
|
|
|
|
|
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:
|
| Nine Months Ended |
| Nine Months Ended |
Tax credit (expense) at statutory rate (26%) |
| $ |
| $ |
Increase (decrease) in valuation allowance |
| ( |
| ( |
Net deferred tax assets |
| $ |
| $ |
As of June 30, 2026, the Company had a federal net operating loss carryforward of approximately $1,700,000. The federal net operating loss carryforward does not expire but may only be used against taxable income to 80%. 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 382 upon any future change(s) in control of the Company.
The Company’s income tax returns for the years ended September 30, 2025, 2024 and 2023 are currently open to audit by federal and state jurisdictions.
NOTE 6. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the nine months and the three months ended June 30, 2026 or June 30, 2025 and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
13
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, the Company has agreed to make an initial payment of $10,000 upfront payment and $50,000 per quarter up to $250,000. 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. To date, we have paid $200,000 ($ -0- and $40,000 during the quarter and the nine months ended June 30, 2026) to Defiant and we are current under the License Agreement. We have also paid $165,345 for VetBreath Dx units (including $55,115 during the quarter ended June 30, 2026) and nine months ended June 30, 2026 and as a result we are in good standing under the License Agreement. We did accrue royalties of $5,616 during the nine months ended June 30, 2026.
NOTE 7. SHAREHOLDERS’ EQUITY (DEFICIT)
Preferred Stock
As of June 30, 2026 and 2025 and for the nine months ended June 30, 2026 and 2025, we were authorized to issue
No series of preferred stock or rights for preferred stock had been designated at June 30, 2026.
Common Stock
As of June 30, 2026 and June 30, 2025, we were authorized to issue
On June 30, 2026, the Company issued
In October 2024 and March, 2025, the Company issued
As of June 30, 2026 and September 30, 2025,
On August 9, 2025, the Company adopted the Global Innovative Platforms, Inc. 2025 Omnibus Equity Incentive Plan (the “Plan”) to benefit the Company and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing. The aggregate number of Shares that may be issued under the Plan shall not exceed 8,000,000 Shares. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.
The Plan shall continue in effect, unless sooner terminated until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date).
14
Under the plan, on August 9, 2025, we issued 1,500,000 shares to an independent consultant.
Warrants
Stock Options
Although the Plan described above permits the grant of stock options,
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events after June 30, 2026, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required.
15
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, 2025 and 2024 includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.
Our actual results could differ materially from those discussed in the forward-looking statements. In this quarterly 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 financing 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 limited revenues and continues to generate operating losses. The Company has no committed source for any funds as of date hereof and there is no guarantee that it will be able to raise capital needed to fully implement its business plan or at terms that are reasonably acceptable. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, and although it has begun to achieve sales and royalty income, these are limited and it could fail in business as a result of these uncertainties.
The Company may incur debt 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.
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 other types of worms in animals 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;
16
·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 a sufficient, reliable, timely, and affordable supply of equipment 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.
We have limited capital and we will need to raise additional capital in order to fund our operating expenses and capital expenditure requirements through the year ended September 30, 2026, and beyond. 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 sufficient enough 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, our shareholders’ ownership interests will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. 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.
From our inception 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 sufficient product revenue 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 may take a few years to reach widespread adoption if ever.
For the Nine Months and the Three Months ended June 30, 2026 we reported net losses of $(442,425) and $(241,611) compared to a loss of $(483,635) and ($211,818 ), for the nine months and three months ended June 30, 2025. Our net losses in the Three Months ended June 30, 2026 have resulted principally from our new contract licensing the use of technology we have partially completed developing, pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our losses for Three Months ended June 30, 2025 had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As of June 30, 2026, we had an accumulated deficit of $1,697,889, and we had cash and cash equivalents of $244,235.
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 additional worms;
·manufacture, or have manufactured, clinical and commercial supplies of our breath capture devices;
·attract, hire and retain additional clinical, scientific, and management personnel;
17
·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, and other tests;
·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.
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 only have one product available for sale and have generated only limited revenue from product sales since our inception. 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 the Nine Months and the Three Months Ended June 30, 2026 and 2025
Our net income (loss) and comprehensive income (loss) for our Three Months ended June 30, 2026, for our Three Months ended June 30, 2025, and the changes between those periods for the respective items are summarized as follows:
18
|
| For the Three Months Ended June 30, |
| For the Nine Months Ended June 30, | ||||||||
|
| 2026 |
| 2025 |
| Change |
| 2026 |
| 2025 |
| Change |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Revenue |
| $ 50,700 |
| $ - |
| $ 50,700 |
| $ 187,200 |
| $ - |
| $ 187,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and Development |
| 3,380 |
| 8,962 |
| 5,582 |
| 4,695 |
| 20,733 |
| 16,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative expenses |
| 254,445 |
| 95,490 |
| (158,955) |
| 507,877 |
| 250,103 |
| (257,774) |
Professional fees |
| 8,039 |
| 3,256 |
| (4,783) |
| 38,080 |
| 17,107 |
| (20,973) |
Public Entity expenses |
| 26,447 |
| 54,110 |
| 27663 |
| 38,973 |
| 69,025 |
| 30,052 |
Other operating expenses |
| - |
| 50,000 |
| 50,000 |
| 40,000 |
| 126,667 |
| 86,667 |
Total operating expenses |
| 288,931 |
| 202,856 |
| (86,075) |
| 624,930 |
| 462,902 |
| (162,028) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Expenses |
| 292,311 |
| 211,818 |
| (80,493) |
| 629,625 |
| 483,635 |
| (145,990) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
| (241,611) |
| (211,818) |
| (29,793) |
| (442,425) |
| (483,635) |
| 41,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income (expense) |
| — |
| — |
| — |
| — |
| — |
| — |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
| $ (241,611) |
| $ (211,818) |
| $ (29,793) |
| $ (442,425) |
| $ (483,635) |
| $ 41,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) per share (basic and diluted) |
| $ (0.005) |
| $ (0.005) |
| $ 0.000 |
| $ (0.009) |
| $ (0.013) |
| $ 0.004 |
Significant items affecting net income (loss) other than time differential are noted below.
Revenue
During the nine months and the three months ended June 30, 2026, we billed and collected $187,200 and $50,700, respectively, in revenue from licensing our technology. We did not recognize any revenue during the nine months and the three months ended June 30, 2025, as our technology was not market ready during these periods.
Research and Development (R&D) is defined as creative and systematic work to increase the stock of knowledge and devise new applications for existing knowledge to create new or improved products, processes, or services. It includes the costs of basic research (in our case, acquiring new knowledge of the Volatile Organic Compounds (VOCs) in breathprints for heartworm in dogs), applied research (in our case, solving the specific problem of determining what relevant VOCs could be economically measured in breathprints, including early detection and staging, with confidence), and development (creating new products or processes that will allow us to successfully use the research findings in the marketplace). The costs are typically expensed as incurred on the income statement.
Direct Components of R&D
Examples of activities included in R&D we incurred are the following:
Research
·Laboratory research to discover new knowledge.
Applied Research
·Conceptual formulation and design of product alternatives
·Testing to evaluate product or process alternative
Development
·Design, construction, and testing of pre-production prototypes and Costs for software development
19
Indirect components of R & D included
·We did not incur indirect costs that are clearly related to the R&D activities including facility expenses, such as rent and utilities for research spaces.
·Indirect labor Include administrative support costs that directly benefit research projects.
During the nine months and the three months ended June 30, 2026, we incurred total research and development expenses of $4,695 and $3,380, respectively, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the nine months and the three months ended June 30, 2025, we incurred expenses of $20,733 and $8,962, which was predominately due to set up costs for future research testing in additional products.
Operating expenses include professional fees, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs. 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 above table. For the nine months and the three months ended June 30, 2026, we incurred operating expenses of $624,930 and $288,931, as compared to $462,902 and $202,856 for the nine months and the three months ended June 30, 2025 primarily due to the increase in general and administrative expenses.
The specific components of Operating Costs are as follows:
General and Administrative Expenses comprising general office expenditures fees of $507,877 and $254,445 during the nine months and the three months ended June 30, 2026. During the nine months and the three months ended June 30, 2025, we incurred general and administrative expenses of $250,103 and $95,490. We reemphasized commencing operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods. These costs were substantially personnel related.
Professional Fees for the nine months and the three months ended June 30, 2026 were $38,080 and $8,039, respectively, having changed from $17,107 and $3,256 in the nine months and the three months ended June 30, 2025 due to legal and accounting cost increases and directors and officers liability insurance.
Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs for the nine months and the three months ended June 30, 2026 were $38,973 and $26,447, respectively, having decreased from $69,025 and $54,110 in the nine months and the three months ended June 30, 2025 due to decreased one-time costs incurred to upgrade our trading status of our publicly traded shares.
Other operating expenses include license fees. Costs also decreased to $-0- and $40,000 in the three months and nine months ended June 30, 2026 as compared to $50,000 and $126,667 in the three months and nine months ended June 30, 2025 primarily due to elections of the timing to pay a fee over the life of the contract. The timing of the costs was negotiated and influenced by purchasing VetBreath Dx Units.
Interest and Other Income (Expenses) Net
During the nine month and three month periods ended June 30, 2026 and 2025, we recognized no interest and other income (expenses), net in the period.
Loss before Income Tax
During the nine months and the three months ended June 30, 2026, we recognized a net loss before income taxes of $(442,425) and $(241,611), whereas for the nine months and three months ended June 30, 2025, we incurred a loss before income taxes of ($483,635) and $(211,818) due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the nine months and the three months ended June 30, 2026 and no provision for income taxes was recorded during the nine months and the three months ended June 30, 2025 as we incurred taxable losses in both periods.
20
Net Loss
During the nine months and the three months ended June 30, 2026, we recognized a net loss of $(442,425) and $(241,611), whereas for the nine months and the three months ended June 30, 2025, we incurred a loss of ($483,635) and $(211,818) due to the factors discussed above.
Liquidity and Capital Resources
LIQUIDITY
At June 30, 2026 we had total current assets of $270,609. At June 30, 2026, we had total liabilities of $7,791, all of which were currently payable.
The Company has limited cash and will require additional financing to continue operations beyond the near term. 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.
We have had no revenue generating operations until the nine months ended June 30, 2026 from which we can internally generate funds. To date, our ongoing operations have been financed by equity investments. While we have begun to generate revenue, it is not enough to cover our desired operating costs and research. 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 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 our product development and product launches commence into an operation for the company going forward.
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, 2025 and 2024, disclose that substantial doubt exists as to our ability to continue in business. The financial statements have been prepared under the assumption that we will continue as a going concern. We are an early-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.
It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to expand our 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 develop a profitable operation 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 ending September 30, 2025, 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 nine months ended June 30, 2026 and 2025 were as follows:
21
|
| Nine Months Ended |
| Nine Months Ended |
|
| June 30, 2026 |
| June 30, 2025 |
|
|
|
|
|
Net Cash Provided by (Used in) Operating Activities |
| $ (270,362) |
| $ (495,879) |
Net Cash Flows (used in) Investing Activities |
| (123,231) |
| — |
Net Cash Flows from Financing Activities |
| 620,000 |
| 694,001 |
|
|
|
|
|
Net Movement in Cash and Cash Equivalents |
| $ 226,407 |
| $ 198,122 |
Cash Used in Operating Activities
During the nine months ended June 30, 2026, we incurred a net loss of $(442,425) which after adjustments for noncash services of $166,229, depreciation of $30,026, and an increase of $14,700 of accounts receivables along with other working capital items resulted in net cash of $270,362 used in operations.
During the nine months ended June 30, 2025, we incurred a net loss of $(483,635) which after adjustments for an increase in accounts payable of $4,109 and noncash expense of $2,070, advances to related parties of $11,023 and related party accruals of $7,400 resulting in net cash of $495,879 being used in operations.
Investing Activities
During the nine months ended June 30, 2026, the Company purchased VetBreath Dx Units costing $110,549 and purchased software of $8,900 and obtained a trademark costing $3,782. During the nine months ended June 30, 2025, the Company did not have any investing activities.
Financing Activities
During the nine months ended June 30, 2026, we had no financing activities other than $620,000 which was collected from the sale of common stock. During the nine months ended June 30, 2025, we had no financing activities other than $694,001 which was collected from the sale of common stock.
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan and pursue 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 obtain 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
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.
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 June 30, 2026 and as of June 30, 2025, we had no off-balance sheet arrangements.
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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.
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 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; we have limited sources of income to meet our operating expenses.
Debt Covenants
The Company had no outstanding indebtedness for borrowed money, and was not subject to any debt covenants, as of June 30, 2026 or June 30, 2025. We are in good standing with all of our long term contractual relationships, including our license with Defiant Technologies. We are in the early stages of negotiating an extension of that agreement and cannot assure you it will be renewed or the terms of such a renewal or if any alternative options will be as acceptable as the present arrangement.
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.
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.
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 June 30, 2026 (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 sole executive officer, who serves as the Chief Executive Officer and Chief Financial Officer has concluded, based upon the evaluation described above, that, as of June 30, 2026, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.
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Material Weakness
In connection with the preparation of our financial statements for the three months ended June 30, 2026, 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 June 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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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
During the nine months ended June 30, 2026, the Company issued 2,794,000 shares of common stock for services. The issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
During the quarter ended June 30, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. On April 1, 2026 the Company added Elyssa Campbell, Earnest Anthony Porter, David Michael Mauer and James C. Jones to its board of directors.
On July 28, 2026, FINRA processed a Form 211 submitted by a market maker relating to the initiation of priced quotations of the Company’s common stock. FINRA’s processing of a Form 211 does not constitute FINRA’s approval of the security, the issuer, or the issuer’s business, and there can be no assurance that an active trading market for the Company’s common stock will develop or be sustained.
FINRA has not passed upon the accuracy or adequacy of the documents contained in the Form 211 submission. Processing does not ensure that trading will occur or that an active or liquid market for GIP common stock will develop or be sustained.
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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.
Exhibit No. |
| Title of Document |
|
|
|
3.1 |
| Certificate of Incorporation - Delaware – Canning Street Corporation – .9.15.2020 (1) |
|
|
|
3.2 |
| |
|
|
|
3.3 |
| Certificate of Amendment of Certificate of Incorporation - 10.23.2020 (1) |
|
|
|
3.4 |
| Certificate of Amendment to the Certificate of Incorporation dated May 10, 2021 (3) |
|
|
|
3.5 |
| |
|
|
|
4.1 |
| |
|
|
|
10.1 |
| Agreement and Plan of Merger and Reorganization into Holding Company Structure (1) |
|
|
|
10.2 |
| |
|
|
|
10.3 |
| |
|
|
|
31.1 * |
| |
|
| |
32.1 * |
| |
|
|
|
101.INS |
| XBRL Instance Document * |
|
|
|
101.SCH |
| XBRL Taxonomy Extension Schema * |
|
|
|
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase * |
|
|
|
101.DEF |
| XBRL Taxonomy Extension Definition Linkbase * |
|
|
|
101.LAB |
| XBRL Taxonomy Extension Label Linkbase * |
|
|
|
101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase * |
* Filed herewith.
(1) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form 10 dated December 29, 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 January 26, 2026.
(5) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 23, 2023.
* Filed herewith.
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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)
Dated: August 14, 2026 | By: | /s/ Andrew Brown |
|
| Andrew Brown |
|
| (Chief Executive Officer, Principal Executive Officer, |
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