Global Innovative Platforms (OTCQX: GIPL) details losses, going concern
Rhea-AI Filing Summary
Global Innovative Platforms Inc. is an early-stage animal health company developing non-invasive breath and air analytics, with an initial focus on a Heartworm Breath Test for dogs using licensed VOCAM Plus gas chromatography devices, FROG units, and Ellvin AI software from Defiant Technologies.
The company remains in research and development, recorded no revenue for the years ended September 30, 2025 and 2024, and reported a retained deficit of approximately $1.25 million, leading its auditors to include a going concern warning. It has billed and collected $85,000 after year-end but still expects to rely on additional debt or equity financing.
Global Innovative Platforms depends heavily on an exclusive license from Defiant for animal and agricultural applications, operates with minimal staff and basic cybersecurity measures, and trades as a thinly traded penny stock on the OTC Expert Market, exposing shareholders to liquidity and volatility risks.
Positive
- None.
Negative
- Going concern warning: auditors included an explanatory paragraph citing substantial doubt about the company’s ability to continue as a going concern, with a retained deficit of about
$1.25 million and no revenue for the years endedSeptember 30, 2025 and2024 . - Heavy reliance on single technology license: the business model depends on an exclusive License Agreement with Defiant Technologies for VOCAM Plus and related know‑how; the filing states that loss or impairment of this license could materially harm development and commercialization efforts.
- Thinly traded penny stock: the common stock trades on the OTC Expert Market as a penny stock, with the company warning of low trading volumes, wide bid‑ask spreads, and regulatory frictions that may make it difficult for investors to sell shares.
Insights
Pre-revenue animal health company with going concern risk and heavy reliance on a single technology license.
Global Innovative Platforms Inc. is positioned as a niche veterinary diagnostics developer, targeting heartworm detection in dogs via breath analysis using VOCAM Plus, FROG, and Ellvin AI software licensed from Defiant Technologies. The 10-K notes algorithm development started in
Financially, the company reported
Operational risk is amplified by dependence on the Defiant license for VOCAM Plus technology, which the filing says is critical and not easily replaced, and by very limited cybersecurity processes. Shares trade on the OTC Expert Market, with a last reported bid of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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Securities to be registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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As of September 30, 2025,
the last business day of the Registrant’s most recently completed fiscal year, the market value of our common stock held by non-affiliates
was $
As of January 9, 2026, there were shares of common stock issued and outstanding.
FORWARD-LOOKING STATEMENTS
Subject to Section 21 E, of the Exchange Act, this Form 10-K contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.
When used in this Annual Report, the words “plan,” “believes,” “continues,” “expects,” “anticipates,” “estimates,” “intends,” “should,” “would,” “could,” or “may,” and similar expressions are intended to identify forward looking statements.
Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this Annual Report.
In this Annual Report on Form 10-K, “Global Innovative Platforms,” the “Company,’ ‘‘we,’ ‘‘us,’’ and ‘‘our,’’ refer to Global Innovative Platforms, Inc., unless the context otherwise requires. Unless otherwise indicated, the term ‘‘fiscal year’ refers to our fiscal year ending September 30th. Unless otherwise indicated, the term ‘common stock’ refers to shares of the Company’s common stock.
TABLE OF CONTENTS
GLOBAL INNOVATIVE PLATFORMS, INC.
| PART I | PAGE | ||
| ITEM 1 | BUSINESS | 1 | |
| ITEM 1A | RISK FACTORS | 12 | |
| ITEM 1B | UNRESOLVED STAFF COMMENTS | 20 | |
| ITEM 1C | CYBERSECURITY | 21 | |
| ITEM 2 | PROPERTIES | 21 | |
| ITEM 3 | LEGAL PROCEEDINGS | 21 | |
| ITEM 4 | MINE SAFETY DISCLOSURES | 21 | |
| PART II | 22 | ||
| ITEM 5 | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 22 | |
| ITEM 6 | RESERVED | 23 | |
| ITEM 7 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 23 | |
| ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 35 | |
| ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 35 | |
| ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 35 | |
| ITEM 9A | CONTROLS AND PROCEDURES | 35 | |
| ITEM 9B | OTHER INFORMATION | 37 | |
| ITEM 9C | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 37 | |
| PART III | 38 | ||
| ITEM 10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 38 | |
| ITEM 11 | EXECUTIVE COMPENSATION | 41 | |
| ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 43 | |
| ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 44 | |
| ITEM 14 | PRINCIPAL ACCOUNTING FEES AND SERVICES | 45 | |
| PART IV | 47 | ||
| ITEM 15 | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 47 | |
| ITEM 16 | FORM 10-K SUMMARY | ||
| SIGNATURES | 48 |
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PART I
ITEM 1. BUSINESS.
Global Innovative Platforms Inc. f/k/a Canning Street Corporation, a Delaware corporation, (“Global Innovative Platforms”,” Canning Street,” the “Company”, “we,” “us” or “our”) is engaged in the business of testing breath to detect and assist in the treatment of disease.
Our Current Business
Global Innovative Platforms is focused on advancing animal health through breath analysis and air quality technology. We develop non-invasive diagnostic tools for detecting diseases, assessing treatment effectiveness. Our proprietary technologies, “VOCAM Plus” and the “FROG,” utilize advanced gas chromatography and A.I. software to provide rapid and accurate breath and air analysis. The Company’s mission is to revolutionize early detection of a wide array of animal related abnormalities. Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions. Early detection can save lives, money, and resources.
Overview
Advancements in technology have opened up numerous opportunities in the area of detecting and analyzing gasses for health-related information. Various tests and devices have been developed over the years that monitor air quality and assist in the diagnosis and treatment of disease. Many diseases and conditions leave indications of their presence in the form of Volatile Organic Compounds (VOCs) that occur in various patterns we call breath prints. Equipment has evolved to capture these prints and new Machine Learning technologies (Artificial Intelligence) are able to detect such patterns using sampling. The mere existence of the VOC is of some value, but other factors such as timing, combinations with other VOCs and quantities of VOCs are also of importance. We are a medical technology company focused on applying these advancements in animals and agriculture. We have identified several opportunities. We are prioritizing the development of a breath test to detect heartworm in dogs. We believe the same test can also be utilized to identify response to therapy. Our licensed rights include all animal related applications.
The current leading heartworm test, antigen detection with a blood sample, typically requires the heartworm itself to be approximately six months old in order to be detected. Breath analytics involves the collection, processing, and analysis of breath samples to identify biomarker patterns associated with heartworm and ultimately a full panel of diseases in dogs (including other agricultural applications as well). One potential major benefit is that the test can detect heartworm at earlier stages of its life rather than full maturity, thus the 6-month requirement is substantially lessened, blood collection is no longer required, the population of non-detected cases may be decreased, and the suffering of animals may be reduced. Currently, it is estimated that 50-60% of dogs in the U.S. are on heartworm preventives (AHS).
Our Vision: A new paradigm for early detection of diseases that saves and improves quality of life.
Our Mission: To revolutionize early detection of a wide array of animal related abnormalities ranging from disease to potentially toxic environmental and food conditions.
Our Focus: Our initial priority will be to develop a breath test to detect early-stage and mature heartworm infections in dogs.
We believe breath analytics is an accessible, non-invasive, and convenient method for detecting disease. The device we use for breath testing is called a VOCAM Plus (Volatile Organic Chemical Air Monitor) device. Our “VOCAM” technology consists of two components; one which we are developing to collect the samples, and a second component to process, and analyze breath samples effectively and efficiently that indicate multiple volatile organic compounds (VOC) on a single reading to measure a variety of potential threats, including our initial focus on the heartworm market.
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We believe analysis of feed, water, soil, and air samples are other methods of detecting animal abnormalities. The device utilized for these types of samples is called the FROG. The FROG utilizes similar technology as the VOCAM Plus, however it also includes a collection wand, to collect samples, eliminating the need for an external water, soil, feed, or air collection device.
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We have licensed the VOCAM plus and FROG device for use in all animal and agricultural applications. Both devices are in production from supplier and can perform our testing in a cost-effective manner.
Regarding the breath test, we connect the breath sample to be analyzed by our VOCAM Plus unit where the artificial intelligence software processes the results and displays them on a smart device. The process takes about 10 minutes. We believe we will be able to isolate a breath print for heartworm that can be identified in all dogs for use in a test that outperforms traditional blood-based testing in a cost-effective manner. Our strategy is not focused on commercializing the components individually. Rather, the initial focus is on commercializing the combination of the two components, which is the Heartworm Breath Test. The VOCAM Plus unit is sophisticated enough to read Parts Per Trillion in samples provided.
The FROG unit operates with similar functionality and is well suited for feed, water, soil, and air samples which would go directly through the included collection wand.
Global Innovative Platforms is in the Algorithm Development stage of our Heartworm Breath Test We began algorithm development studies for our Heartworm Breath Test in March 2025. In this phase we seek to develop the algorithm for our device. In this phase, we will gather additional samples from heartworm positive dogs as well as heartworm negative dogs in order to finish developing the algorithm needed for the test. We currently have access to 60 dogs for testing samples, including 23 heartworm positive dogs. We believe this number of samples is sufficient to finalize the algorithm. Once this phase is complete, we will progress to the blinded confirmation of the algorithm test. We will utilize approximately 100 breath samples to create initial efficacy statistics. Once we have a baseline, we will do additional tests to create market desired statistics. Over the next several months we have verification and validation studies planned for the components of the Heartworm Breath Test. Highlights to date of the Development Study are below:
The graphic above depicts six chromatogram images overlayed on top of each other from our proprietary software, Ellvin. These samples were gathered during the Development Study in October of 2024. The peaks and valleys depict ionizing Volatile Organic Compounds at specific time frames and temperatures.
In the Development Study, we identified the pattern of VOCs we believe will successfully indicate the presence of heartworms in dogs. We were able to identify VOC’s, with a small sample size, that identify a breathprint for the presence of heartworm in dogs without any false positives. We tested a sample size consisting of eight dogs for heartworm to conduct the Development Study. The goal of this study was to determine viability of a non-invasive heartworm breath test by utilizing the VOCAM Plus and our breath capture device. The initial tests were performed by Dr. Lindsay Starkey, a leading parasitologist and Professor at Oklahoma State University, at the TRS lab in Atlanta Georgia on October 25 and 26, 2024. In total,
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eight dogs were tested. Six of the dogs were heartworm positive and two were heartworm negative. The two heartworm negative dogs tested did not yield a false positive result. These tests showed us that the heartworm positive dog’s breath can be gathered at acceptable levels, analyzed by the VOCAM, and showed commonalities within the breath on the associated software. The significance of the results was that our methodology has proven to be functional to perform further testing. We cannot guarantee that additional equipment may not be needed to achieve statistical significance in our findings.
Data analysis will follow. We anticipate the completion (note that revisions will potentially be made based on data we obtain from use over time) of the components, the Heartworm Breath Test, and the verification and validation studies in 2026 that will be acceptable to begin commercialization.
There is no guarantee that we will meet these development milestones or achieve market acceptance.
As the Heartworm Breath Test is based on novel technology, enhanced with machine learning techniques, there is insufficient information to provide reasonable assurance of its safety and effectiveness. We believe that the Heartworm Breath Test may be of substantial importance in preventing impairment of health through the diagnosis of a life-threatening disease for dogs. However, there is a potential risk of injury should a heartworm go undetected based on an incorrect result with the Heartworm Breath Test.
We believe that the Heartworm Breath Test will bring forth a novel and differentiated tool that will assist veterinarians in identifying infected dogs and monitoring dogs undergoing treatment for infection. Breath testing could save time, costs, and lives through the early and/or non-invasive detection of infection. Our projected timing to market with an upgrade and highly sensitive technology places us in a strong position relative to our competitors in the breath analytics space.
The market size for heartworm testing is significant. Based on the data from the Companion Animal Parasite Council and Virginia Tech University, there are approximately 10 million dogs in the U.S. tested for heartworm annually at a cost of $30 to $50 per test, with most of these dogs being pets. Approximately one percent of dogs tested are found positive. Despite availability of numerous products indicated to prevent heartworm, the percentage of positive dogs has been consistently growing in recent years. Some dogs need to be tested multiple times per year.
We are a corporation that exists under the laws of Delaware. Our corporate office, located in the Orlando, Florida area, is responsible for establishing strategic partnerships and expanding sales and marketing efforts in the U.S. market, with potential for expansion into other opportunities at a later date.
Background on Heartworm
Heartworm is prevalent in the southeastern U.S. and globally and continues to expand its endemic range. Despite most U.S. cases being in the southeast, testing is done nationwide due to the disease’s dire consequences. Approximately 10 million dogs in the US alone are tested annually, and some are tested multiple times. Approximately one hundred thousand dogs in the U.S. will be diagnosed with heartworm per year. The American Heartworm Society is the leading industry group and we plan to collaborate closely with them through consultants that we have engaged. This number has been consistently increasing in recent years. The global challenges with heartworm could significantly exceed those in the U.S.
It has not, however, been determined whether testing based on biomarker profiles, including our Heartworm Breath Test, will accurately distinguish heartworm in a commercially viable manner on a large scale.
We believe the results of the Heartworm Breath Test will revolutionize heartworm detection. Currently, all dogs are advised to undergo confirmatory testing if the initial Antigen testing is positive. We do not plan to recommend this be changed; however, the data will be available for the American Heartworm Society to consider. We hope the results of our breath test will allow for earlier, less invasive, more accurate, and efficient diagnosis to allow for appropriate treatment of dogs. There is no guarantee that dogs tested with the Heartworm Breath Test will not receive an incorrect result, such as a false negative, which could potentially lead to delayed clinical intervention.
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Our Solution
We are developing the Breath Test focused on detecting heartworm in dogs with the added benefits of earlier detection, non-invasive sampling process, and the ability to monitor response to treatment for infected dogs.
We are developing a proprietary end-to-end breath and air analytics platform. The intended use of our platform is to enable breath testing for the detection of infection, monitor response to therapy, and identify potentially toxic environmental and food conditions for many types of animals. We are prioritizing heartworm testing in dogs because it has the simplest path of adoption. We believe this platform will be able to detect heartworms via the analysis of breath beyond the current population of patents for heartworm testing. We do not have any plans to pursue any applications, other than disease detection, at this time .When compared with other disease detection methods, breath analytics may have many advantages including its non-invasive and accessible nature. Additionally, if our development efforts are successful, we believe that breath collection could be facilitated by a non-skilled employee with minimal instruction. We envision the test could be accessible to populations in need today and in the future. The units are compact in size, making both units extremely transportable. We utilize a proprietary artificial intelligence software to analyze our data and are confident that it will be reliable for our purpose. The software is called Ellvin and is controlled by Defiant Technologies.
The parameters we are sensitive to are competition, regulation, technological advancement, and reaching the “Mindspace” of the customer. We believe we can be successful in all areas and consider obtaining “Mindspace” to be the most sensitive to our overall success. Due to the nature of artificial intelligence technology; the more data we can obtain, we believe additional potential findings of value can be made.
Heartworm Breath Test
The Heartworm Breath Test in development consists of three components:
| ● | Breath Collection Device – to collect shallow breath samples; | |
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| ● | VOCAM Plus Gas Chromatograph – to process breath samples; and | |
| ● | Machine Learning Algorithm– to analyze the unique, breath spectral data from the Gas Chromatograph |
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Our Breath Capture Device is used to collect shallow breath from dogs. It can be modified to fit different muzzle sizes and animals. If we replicate our approach successfully, it could be customized for other agricultural applications. Breath samples collected with the Breath Capture Device are processed using our licensed VOCAM Plus gas chromatograph (the “Gas chromatograph”). The Gas chromatograph is a laboratory device used to process breath samples received from multiple collection points. We do not currently plan to build an exclusive laboratory. We anticipate that we will engage existing labs in New Mexico and Oklahoma that have the capacity to meet the demand of forecasted sample collection for ongoing development and pre-commercialization activities. If the Breath Test receives appropriate industry credentials and gains wider market acceptance; we plan to, directly or with partners, create a network of offices that function as commercial laboratories in the U.S. and Canada to analyze collected breath samples. Units may be placed at animal healthcare facilities and charged on a per use basis through the use of Bluetooth or 5G connection. Once multiple disease breath prints are available; the Veterinarian, or user, could use the information for additional diagnostic information.
The Breath Capture Device has been utilized to collect dogs’ breath and feed the sample into the VOCAM. The VOCAM has analyzed each sample and produced a chromatogram to display results. The VOCAM Plus and Frog are GC-PIDs.
Machine learning algorithms allow for periodic retraining of the underlying machine learning model which, we believe, will lead to future releases of the Breath Test with improved performance characteristics. Future releases of the machine learning algorithm may require additional clinical evaluation and regulatory submission and approval with the respective regulatory agencies prior to commercialization.
Our Heartworm Breath Test has three components; all of which have been proven as functional and satisfactory. The VOCAM Plus is already in production and has been tested successfully to analyze VOC’s. It is currently used to identify VOC’s successfully in different applications, such as air quality testing by Defiant Technologies. The A.I. software is called Ellvin. Ellvin is a proprietary software created and controlled by Defiant Technologies for usage with the VOCAM Plus and FROG. It is functional in controlling the VOCAM Plus and FROG as well as showing the results of the VOC analysis in the form of graphs. Based on the results of our October 2024 study, which only had a limited sample size consisting of eight samples, and a University of Michigan study published in the in the Journal of American Medicine (see “Portable Breath-Based Volatile Organic Compound Monitoring for the Detection of COVID-19 During the Circulation of the SARS-CoV-2 Delta Variant and the Transition to the SARS-CoV-2 Omicron Variant” published by Ruchi Sharma, PhD, et al, dated February 28, 2023), which indicated that a GCPID, built by Defiant, can identify Covid 19, we believe the Breath Capture Device demonstrated functionality in preliminary testing to adequately provide the appropriate amount of breath for a sample to be appropriately analyzed by the VOCAM Plus and the FROG, with the results being displayed on Ellvin.
We have identified initial breath signatures for mature-stage heartworm in dogs, as well as a breath signature associated with early-stage heartworm infection. Current point-of-care testing methods are only able to detect heartworm once the infection has reached a mature stage at approximately six months, post infection. Following development of the breath signature markers, the Company has compared thirty-five samples against its model and achieved 100% accuracy in research laboratory settings. Additional research and validation efforts to advance this technology toward commercialization are ongoing.
Furthermore, the Company intends to continue development of non-invasive breath tests designed to detect up to nine diseases in dogs. This approach could enable a multi-disease testing panel from a single breath sample, reducing reliance on traditional needle sticks and stool-based diagnostics for canine disease and offering a more efficient, pet-friendly method aligned with modern veterinary practices.
Key Features and Benefits: Our breath collection devices are able to work with shallow breathing patterns that animals tend to have in veterinary settings. The system has been designed to be quantitative in nature in order to identify conditions that progress in response to medications or other treatment, helping to reduce cost through disease management.
Breath testing is non-invasive. Our Breath Test is non-invasive and is being developed so that the effort required to provide a breath sample is comparable to normal animal breathing with minimal anxiety to the testing subject.
Constantly Learning A.I. Software: Our breath analytics and gas chromatography technology produce results that are stored electronically. They are able to be mined by researchers and accessed by artificial intelligence technologies seeking new patterns to improve testing and scanning performance. Our artificial intelligence software is cloud based and updates as data accumulates.
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Multi-Measuring Sensors:
Non-essential Data: Users will be able to monitor nonessential data from a connected software program. By providing at-a-glance insight, veterinarians and other users, potentially, may also become able to recommend improvements in diet, care, and quality of life.
Interoperability: The VOCAM Plus and Frog have the ability to connect to a smart device with a Bluetooth or 5G connection. The smart device can run the proprietary Windows based program that can control the machines. Alternatively, a wire can be used to connect the VOCAM Plus and FROG to the smart device for control and analysis.
Cost-Saving Benefits: It is our goal for our products to allow customers to not only conserve money with our breath analysis technology, but also to provide faster and more efficient results than any product on the market. Our goal is to also potentially save on treatment through early detection of multiple diseases.
Competition
We are not aware of any other significant company working on Animal Breathomics, using breath from animals to detect various disease states.
Currently, the three most popular Heartworm tests on the market are available through Idexx, Antech, and Zoetis. These animal health diagnostic companies provide antigen testing opportunities to the veterinary community centered on the collection and testing of a blood sample. The sample can be processed one of two ways; utilized on an in-clinic test for detection of heartworm antigen or sent to the reference lab facility for the same or a similar test centered on detecting antigen in the blood sample. There is not a test on the market that performs with 100% sensitivity and 100% specificity, leaving room for improvement in the test performance arena. Furthermore, current tests rely on the age of the heartworms to be 6 months following the initial infection. This delay in being able to reliably detect heartworm infection creates issues for the veterinarian, the pet owner, and the pet itself. Irreversible damage occurs to the dog’s vessels as soon as heartworms are present in the bloodstream, which occurs before antigen-based tests can detect the infection. Additionally, the frustrations to the vet and the pet owner to have to wait a period of 6 months following adoption or a lapse in compliant use of heartworm preventative to reliably know if the pet does or does not have heartworm begs for improvements as well.
Our Competitive Strengths
We believe the following strengths differentiate us from our competitors and are key drivers of our success:
| 1. | Earlier Detection of each abnormality. Currently Heartworm, for example, typically cannot be detected in dogs with an infection present for less than six months. We anticipate being able to identify Heartworm presence at earlier stages due to the nature of our test. Our licensed rights include all animal related applications. |
| 2. | The quantitative nature of the breath technology allows for the ability to monitor the response to prescribed treatments. |
| 3. | Non-invasive. Our processes utilize breath and air, not needles. |
| 4. | Constantly improving Artificial Intelligence software. Over time it will get even more accurate and be able to expand into multiple abnormalities with a single sample. |
| 5. | We believe that we will offer a more cost-effective alternative as we believe our direct costs (deionized water and minor cleansing agents for resetting) and amortized costs over the life of the VOCAM Plus Unit and breath capture device are both less than a dollar per use (as opposed to approximately $5 dollars plus discounts for the current market leaders). |
| 6. | Potentially combined to test for a myriad of disease from a single sample. |
As a start-up company in the animal healthcare testing industry, we will be at a disadvantage to other more established and better capitalized companies that we are in competition with.
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Compliance with Government Regulation
We are not aware of any pending or probable regulations that would have an impact upon our operations. The FDA does have regulatory oversight over devices intended for animal use and can take appropriate regulatory action if an animal device is misbranded or adulterated. Pre-market approval is not required. The FDA does not require submission of a 510(k), pre-market approval, or any pre-market approval for devices intended for animal use. Device manufacturers who exclusively manufacture or distribute animal devices are not required to register their establishments or list animal devices with FDA and are exempt from post-marketing reporting. It is the responsibility of the manufacturer and/or distributor of these articles to assure that these animal devices are safe, effective, and properly labeled.
The Company’s current lab operations in Florida are not subject to OSHA regulations or regulations governing the handling or disposing of medical waste. There are currently no specific OSHA standards for veterinary testing, however the labs follow best practices including:
| (a) | having a lab space that is clean and orderly and in good repair, with regard to normal fabrication procedures; | |
| (b) | All waste materials properly disposed of at the end of each day; | |
| (c) | Maintaining on the laboratory premises a copy of the laboratory registration so it is readily available for inspection by Department personnel; |
| (d) | Maintaining on the laboratory premises a written policy and procedure document on sanitation. Said policy shall include, but not necessarily be limited to: Intake and disinfection procedure for each appliance, impression, bite, or other material posing a possible contamination risk received by the laboratory. |
Employees
We presently have one full-time executive. Andrew Brown, our sole director and Chief Executive Officer, serves in a full-time capacity. Primarily, we use the services of subcontractors and consultants for specific aspects of our business operations. These areas cover legal, clerical, product specialist, industry consulting firm, operational consultants, and relationship consultants. We do expect material changes in the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed.
Board of Advisors:
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Lindsay Starkey, DVM, PhD, Diplomate ACVM-Parasit
Dr. Starkey is an Associate Professor at Oklahoma State University’s College of Veterinary Medicine.
She completed both her DVM (2011) and PhD (2015) in Veterinary Biomedical Sciences at Oklahoma State University where her graduate research focused on several vector-borne infections of dogs.
She is a diplomate of the American College of Veterinary Microbiology, Parasitology sub-specialty, completing her residency training through the National Center for Veterinary Parasitology at Oklahoma State University in 2015.
She is involved in teaching, various research projects involving vectors and vector-borne pathogens, diagnostic parasitology, and parasite consultation and outreach. She currently serves as a co-director for the National Center for Veterinary Parasitology, editor and board member for the American Heartworm Society, and vice president of the American Association of Veterinary Parasitologists.
Rob Tavzel
Rob attended the University of New Mexico for his undergraduate degree in pre-law political science prior to receiving a commission as an Infantry Officer in the United States Marine Corps.
He served nine years in the Marines with combat deployments to Iraq and Afghanistan. His last duty was as an Acquisition Officer where he was responsible for development and purchasing of cutting-edge technology for the Marine Corps.
He later received his Master of Business Administration degree and subsequently a Master of Technology Management degree from the University of Maryland. He is currently enrolled as a doctoral candidate pursuing a PhD in Business with a focus on commercialization of intellectual property.
Rob has pursued a number of military, healthcare, and industrial technology projects since leaving the military. The most recent project is a partnership with the Dana Farber Cancer Institute and the greater Harvard Medical Institution to study the efficacy of breath testing to diagnose lung cancer in humans.
Bruce L. Truman
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Bruce is a leading figure in the pet healthcare industry, specializing in emerging technologies. His company, BLT Technology & Innovation Group, Inc., advises early-stage and expanding companies in the companion animal market, providing strategic partnerships and guidance.
Bruce has worked with companies such as Basepaws (feline genetics, acquired by Zoetis), Embark (canine genetics), and Mars Kinship. He is a founding board member of the Veterinary Virtual Care Association (VVCA) and a past president of VetPartners.org. He also advises on various SaaS solutions in the animal care space.
We will be adding additional Advisors in the upcoming year.
License Agreement
On August 18, 2023, the Company entered into a Patent and Know-How License Agreement with Defiant Technologies Inc. (“Defiant”). On August 27, 2024, the Company entered into an additional Patent and Know-How License Agreement (the “License Agreement”) with Defiant, which replaced the August 2023 agreement. 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.
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 $150,000 ($142,400 for the year ending September 30, 2025) to Defiant and we are current under the License Agreement. 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.
Jumpstart Our Business Startups Act
We qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of September 30, 2025, our last fiscal year.
We may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds $1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an emerging growth company if at any time we are deemed to be a large, accelerated filer. We will lose our status as an emerging growth company on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement.
As an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to general reporting companies. These provisions include:
| ● | A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures: |
| ● | Reduced disclosure about the emerging growth company’s executive compensation arrangements; and |
| ● | No non-binding advisory votes on executive compensation or golden parachute arrangements. |
As an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934. Such sections are provided below:
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| ● | Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal control |
| ● | Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation. |
We have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We are choosing to irrevocably opt in to the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act.
Intellectual Property
While the Company does not own any patents or other intellectual property directly, it has secured rights to certain intellectual property (“Licensed IP”) through a Patent and Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc., entered into on August 18, 2023. The Licensed IP includes patents and technical know-how that are material to the Company’s planned product development and commercialization with such technology covering technologies that allow the products to be smaller and less expensive than competitors without a significant loss in performance to be used solely in the animal testing market worldwide. All patents are 20-year utility patents that were awarded in the year indicated below. The material patents under the License Agreement are as follows:
| Title | Owned or License Type. | Patent No. | Issuance Date | Comments | ||||||||||
| Folded passage gas chromatography column | Licensed Patents (U.S.) | 8,635,901 | 2014 | |||||||||||
| Microfabricated Teeter-Totter Resonator | Licensed Patents (U.S.) | 6,820,469 | 2004 | * | ||||||||||
| Method for Chemical Sensing Using a Microfabricated Teeter-Totter Resonator | Licensed Patents (U.S.) | 6,823,720 | 2004 | * | ||||||||||
| Process to Form Mesostructured Films | Licensed Patents (U.S.) | 5,858,457 | 1999 | * | ||||||||||
| Mass-Sensitive Chemical Preconcentrator | Licensed Patents (U.S.) | 7,168,298 | 2007 | |||||||||||
| Non-Planar Microfabricated Gas Chromatography Column | Licensed Patents (U.S.) | 7,273,517 | 2007 | |||||||||||
| Non-Planar Chemical Preconcentrator | Licensed Patents (U.S.) | 7,118,712 | 2006 | |||||||||||
| Modular manifold for integrated fluidics and electronics | Licensed Patents (U.S.) | 7,685,864 | 2010 | |||||||||||
| Tortuous Path Chemical Preconcentrator | Licensed Patents (U.S.) | 7,779,280 | 2010 | |||||||||||
| Methods for Improved Preconcentrators | Licensed Patents (U.S.) | 7,727,314 | 2010 | |||||||||||
| Microfabricated thermionic detector | Licensed Patents (U.S.) | 8,298,448 | 2012 | |||||||||||
| Chemical Preconcentrator | Licensed Patents (U.S.) | 6,171,378 | 2011 | |||||||||||
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* The technology from the expired patents has become obsolete and has been replaced with new designs. Defiant (the licensor) decided to keep the new innovations as trade secrets to avoid public disclosure of the technology, which we believe does not have a material impact on the business. No further action will be taken on expired patents.
The Company relies on the Licensed IP to support its business strategy and product development initiatives. Additional details regarding the License Agreement, including financial obligations and termination provisions, are provided on page 25 under “Overview of Business Over the Last Five Years.” The Company may seek to acquire or license additional intellectual property in the future as its business evolves.
Revenue
We have not recorded any revenue for the years ended September 30, 2025 and 2024 but have billed and collected $85,000 subsequent to September 30, 2025 through the date of this filing.
Factors Effecting Future Performance
For the years ended September 30, 2025 and September 30, 2024, the Company generated no revenue and remained in the research and development stage. During this period, the Company made measured progress toward executing its business plan, primarily through advancement of its research, diagnostic technology, algorithm development, and validation activities. Additional external financing is required to fully implement the Company’s business plan.
Offices
The mailing address of our company is 570 Lexington Grenn LN Sanford, FL, 32751 Additional space is provided without charge from our President, Andrew Brown, for a term of one year from January 2024 through 2025, is approximately 500 square feet. The mailing address is a shared office and residential space. Our main telephone number is 321-230-3739.
Litigation
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our company.
ITEM 1A. RISK FACTORS.
The following risk factors and other information included in this Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results and financial condition could be materially adversely affected.
Our plan of operation is to obtain debt or equity financing to meet our ongoing operating expenses and attempt to develop our operations and related opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of our operations can successfully be developed to their full potential that any stockholder will realize any return on their shares after such a transaction has been completed. Any current transaction contemplated by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.
There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
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You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.
There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.
Risks Related to Our Company
We have a retained deficit and anticipate future losses. As of September 30, 2025, we had a retained deficit of approximately $1,250,000. Future losses are likely to occur until we have opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses. As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. As a result, we may not have sufficient funds to grow our operations. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2025, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Our company has a limited operating history and an evolving business model which raises doubt about our ability to achieve profitability or obtain financing. Our company only has a couple of years of operating history. Our company’s ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we have a limited history of performance, revenue, earnings, and success. There can be no assurance that we will achieve profitability or obtain future financing. There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
Investors should be aware that there are various risks associated with our business, including the risks discussed below. Investors should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.
There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.
The speculative nature of our business plan may result in the loss of investor’s investment. Our operations are in the start-up or stage only and are unproven. We may not be successful in implementing our business plan to become profitable. There may be less demand for our services than we anticipate. There is no assurance that our business will succeed, and investors may lose their entire investment.
The business plan and operations of the Company have been delayed in the past as we were confronted by further delays in implementing our plan. One of the delays were the result of the death of Dr. Bryon Blagburn in April 2024, who was a leading pioneer in breath analysis in animals and was engaged by our company to direct our heartworm testing protocols. We were able to replace Dr. Blagburn with Dr. Lindsay Starkey and Dr. Elyssa Campbell, a parasitologist. Further, in the future, we may be delayed in implementing our business plan for a number of reasons, including lack of capital, issues with testing our products and our inability to hire and train additional personnel. As such, it is possible that we may not meet all, or any, of the goals we have outlined in our business plan. In the event that we cannot develop the means to progress our business plan, it is possible that we may eventually cease all Company activity.
General economic factors may negatively impact the market for our veterinary products. The willingness of pet owners and the agricultural industry to spend money on our products may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of such parties incurring costs toward what some consumers may consider a discretionary expense item.
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A wide range of economic and logistical factors may negatively impact our operating results. Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results.
If we fail to advertise effectively and efficiently, the growth of our business may be compromised. The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our services and their value proposition, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.
We have a limited operating history with losses, and we expect the losses to continue, which raises concerns about our ability to continue as a going concern. We have generated minimal revenues since our inception and will, in all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We may not be able to ever become profitable. We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our company will be able to continue to finance our company on this basis.
Without additional financing to develop our business plan, our business may fail. Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.
If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price. Our success depends in large part on the continued services of our sole executive officer and third-party scientific and other relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.
If we fail to effectively manage our growth our future business results could be harmed. As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.
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It is possible that the Coronavirus (“Covid-19”) pandemic could cause long-lasting stock market volatility and weakness, as well as long-lasting recessionary effects on the United States and/or global economies. Should the negative economic impact caused by the COVID-19 pandemic and the responses thereto result in continuing long-term economic weakness in the United States and/or globally, our ability to expand our business would be severely negatively impacted. It is possible that our company will not be able to sustain itself during any such long-term economic weakness. The COVID-19 pandemic has, to date, had minimal impact on our operations.
Our internal control over financial reporting may be ineffective. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.
If our techniques for managing risk are ineffective, we may be exposed to unanticipated losses. In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to market, operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation or as a result of the lack of adequate, accurate or timely information. If our risk management efforts are ineffective, we could suffer losses or face litigation, particularly from our clients, and sanctions or fines from regulators. Our techniques for managing risks may not fully mitigate the risk exposure in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate. Any failures in our risk management techniques and strategies to accurately quantify such risk exposure could limit our ability to manage risks or to seek positive, risk-adjusted returns. In addition, any risk management failures could cause losses to be significantly greater than historical measures predict. Our more qualitative approach to managing those risks could prove insufficient, exposing us to unanticipated losses in our net asset value and therefore a reduction in our revenues.
We cannot assure that we will have the resources to repay all of our liabilities in the future. We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We may utilize purchase order financing from third party lenders when we are supplying or distributing consumer goods, which increases our costs and the risks that we may incur a default, which would harm its business reputation and financial condition. We cannot assure that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.
There is no assurance that Breath analysis in general will achieve results better than existing tests, including heartworm. Through all the testing and research to date, ample sizes to date, even with promising results, are not large enough to definitively say the VOCs that matter for a certain test (breath, environment, etc.) are wholly present or not. Breath analysis in general may not achieve widespread adoption for any of its potential applications, including ours.
There is no assurance that Heartworm Breath Analysis will achieve or exceed current industry standards. As referred to in “Competition”, we are conducting further tests that may achieve better results than the current industry standards in the coming year due to advancements in tools available.
Reliance on Defiant Technologies Inc. License Agreement: Our ability to develop and commercialize future breath and air markers is heavily dependent on the License Agreement with Defiant Technologies Inc. for the use of its VOCAM Plus technology. We rely on patents, know-how, and proprietary technology licensed from Defiant Technologies to generate critical data unique to the VOCAM Plus system. This data is not transferable to alternative technologies from other vendors, and transitioning to new technology would require significant rework of data collection processes, potentially delaying or halting development. If the License Agreement with Defiant Technologies is terminated, not renewed, or if we are unable to secure continued access to the VOCAM Plus technology on commercially reasonable terms, we may be unable to sustain our development efforts. Furthermore, disputes may arise with Defiant Technologies regarding intellectual property subject to the License Agreement, including, but not limited to:
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| ● | The scope of rights granted under the License Agreement; | |
| ● | Ownership or control of intellectual property developed during the term of the agreement; | |
| ● | Obligations to maintain confidentiality of proprietary information; | |
| ● | Payment disputes or disagreements over royalty obligations. |
If such disputes prevent or impair our ability to maintain the License Agreement on acceptable terms, or if Defiant Technologies restricts our access to the VOCAM Plus technology, we may be unable to successfully develop and commercialize our breath and air marker products. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Expired Patents on Licensed Technology: Our development and commercialization of breath and air marker products depend significantly on the License Agreement with Defiant Technologies Inc. for the VOCAM Plus technology, which includes certain patents, know-how, and proprietary technology. Some of the patents underlying this licensed technology have expired or may expire during the term of the License Agreement. Expired patents no longer provide exclusive rights to the technology, potentially allowing competitors to develop similar or identical technologies without infringing on patent protections. This could result in increased competition, reduced market share, and downward pressure on pricing for our products. Additionally, while we rely on Defiant Technologies’ know-how and proprietary technology to maintain a competitive advantage, there can be no assurance that these non-patented assets will sufficiently differentiate our products or prevent competitors from replicating key aspects of the VOCAM Plus technology. If we are unable to leverage the remaining patented technology, know-how, or proprietary advancements effectively, or if competitors develop comparable technologies, our ability to successfully develop and commercialize our breath and air marker products could be materially impaired, adversely affecting our business, financial condition, and results of operations.
Our stock will in all likelihood continue to be thinly traded and as a result investors may be unable to sell at or near ask prices or at all if i investors need to liquidate their shares.
The shares of our common stock are currently thinly traded, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.
We cannot give any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we cannot give investors any assurance that they will be able to sell their shares of common stock at or near ask prices or at all if investors need money or otherwise desire to liquidate their shares of common stock of our Company.
Risks Related to Securities Compliance and Regulation
As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.
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The regulation of Penny Stocks such as ours by the SEC and FINRA may have an effect on the tradability of our securities. The Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.
Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.
Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.
State securities laws may limit secondary trading, which may restrict the states in which investors can sell shares. Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.
Rule 144 sales in the future may have a depressive effect on our stock price. All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.
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There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.
We have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of September 30, 2025 for the reasons discussed below:
A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control.
A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of September 30, 2025:
| ● | The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise to meet our financial reporting requirements. |
| ● | Material Weakness – Inadequate segregation of duties. |
The management of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:
| ● | Hiring of additional personnel to adequately segregate financial reporting duties. |
| ● | The retention of outside consultants to review our controls and procedures. |
Risks Related to Our Organization and Structure
As a non-listed company, we are not subject to a number of corporate governance requirements, including the requirements for independent board members. As a non-listed company we are not subject to a number of corporate governance requirements that an issuer with a listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.
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Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock. Our shares of common stock are traded on the OTCQX Markets. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.
Risks Related to Purchasers of our Shares
We may seek additional capital that may result in stockholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our stockholders to experience dilution.
Investors may never realize any economic benefit from a purchase of our Shares. Because the market for our common stock is volatile, there is no assurance that investors will ever realize any economic benefit from their purchase of Shares.
We do not intend to pay dividends on our common stock and consequently investors’ ability to achieve a return on their investment depend on an appreciation in the price of our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends. The success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.
Loss of control by our present management and stockholders may occur upon the issuance of additional shares. We may issue further shares as consideration for the cash, assets, or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.
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We may issue shares of our preferred stock in the future that may adversely impact investor’s rights as holders of our common stock. Our Certificate of Incorporation authorizes us to issue up to 10,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Our preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, investor’s rights as holders of common stock could be impaired thereby, including, without limitation, dilution of investor’s ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in investor’s interest as holders of common stock.
The market price for our common stock has been, and may continue to be, highly volatile. The market for low-priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are common. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:
| ● | quarterly variations in our operating results; | |
| ● | operating results that vary from the expectations of investors; | |
| ● | changes in expectations as to our future financial performance, including financial estimates by investors; | |
| ● | reaction to our periodic filings, or presentations by executives at investor and industry conferences; | |
| ● | changes in our capital structure; | |
| ● | announcements of innovations or new services by us or our competitors; | |
| ● | announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; | |
| ● | lack of success in the expansion of our business operations; | |
| ● | announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings; | |
| ● | additions or departures of key personnel; | |
| ● | asset impairment; | |
| ● | temporary or permanent inability to offer our products and services; and | |
| ● | rumors or public speculation about any of the above factors. |
There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
Investors should be aware that there are various risks associated with our business, including the risks discussed below. Investors should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.
There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.
ITEM 1B. UNRESOLVED STAFF COMMENTS.
None.
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ITEM 1C. CYBERSECURITY.
At this time, the Company does not have formal processes in place for assessing, identifying, and managing material risks from cybersecurity threats. Our approach to cybersecurity is currently informal and primarily reactive, involving basic security measures such as:
| ● | Basic Security Software: We use standard antivirus and anti-malware software for protection against common threats. | |
| ● | Password Policies: Simple password policies are in place to protect access to our systems. |
However, we recognize the importance of cybersecurity and are in the process of developing more robust strategies. We plan to:
| ● | Develop a Cybersecurity Framework: Establish a formal risk assessment process to identify vulnerabilities. | |
| ● | Engage Cybersecurity Expertise: Consider hiring or consulting with cybersecurity professionals to guide our strategy. | |
| ● | Implement Training: Begin employee training on cybersecurity awareness to prevent common threats like phishing. |
We acknowledge that the absence of comprehensive cybersecurity processes could potentially expose the company to risks, which might materially affect our operations, financial condition, or strategic decisions in the future. We are committed to improving our cybersecurity posture as our resources allow.
Governance
| ● | Board Oversight: Currently, our sole director does not have a formal structure for overseeing cybersecurity risks. We plan to review this oversight in the near future to ensure appropriate governance is established. | |
| ● | Management’s Role: Day-to-day management of cybersecurity is handled by our IT staff, who do not have specialized training in cybersecurity. We are considering enhancing this role or outsourcing to professionals with specific cybersecurity expertise. | |
| ● | Expertise: Our current management and Board do not have in-depth cybersecurity expertise. We are considering educational opportunities or consulting to address this gap. |
Material Effect from Cybersecurity Threats
To date, no known cybersecurity incidents have materially affected our business strategy, results of operations, or financial condition. However, due to our limited cybersecurity measures, we acknowledge that our company could be at higher risk of material impact from cybersecurity threats. We are actively working to mitigate these risks.
ITEM 2. PROPERTIES.
As of the date of this report we do not own or lease any properties. The Company’s executive office is located at 570 Lexington Green Ln, Sanford, FL.32771. This office is furnished to the Company by its CEO at a charge of $1,500 per month. The facility in Sanford, FL is adequate for our operations at this time.
ITEM 3. LEGAL PROCEEDINGS.
Neither we nor any of our officers, directors or holders of five percent or more of its common stock is a party to any pending legal proceedings and to the best of our knowledge, no such proceedings by or against us or our officers, or directors or holders of five percent or more of its common stock have been threatened or is pending against us.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Market Information
Shares of our common stock trade on the OTC Expert Market and quotations for the common stock were traded on the OTC Markets under the symbol “AAWC.,” which was subsequently changed to “GIPL” Following the completion of the Holding Company Reorganization we have described above; we changed our trading symbol to “GIPL.”
Last Reported Price
On January 8, 2026, the last reported bid price of our shares of common stock reported on the OTC Markets Expert Market was $0.111 per share.
Record Holders
There were 190 holders of record as of January 8, 2026. In many instances, a registered stockholder is a broker or other entity holding shares in street name for one or more customers who beneficially own the shares.
Dividend Policy
We have never paid cash dividends and have no plans to do so in the foreseeable future. Our future dividend policy will be determined by our board of directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences, and the restrictions that applicable laws, any future preferred stock instruments, and any future credit arrangements may then impose.
Penny Stock
Penny Stock Regulation Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. Excluded from the penny stock designation are securities registered on certain national securities exchanges or quoted on NASDAQ, provided that current price and volume information with respect to transactions in such securities is provided by the exchange/system or sold to established customers or accredited investors.
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in connection with the transaction, and the monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.
These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our securities have become subject to the penny stock rules, investors may find it more difficult to sell their securities.
Description of Common Stock
We are authorized to issue 1,990,000,000 shares of our Common Stock, $0.0001 par value (the “Common Stock”). Each share of the Common Stock is entitled to share equally with each other share of Common Stock in dividends from sources legally available therefore, when, and if, declared by our board of directors and, upon our liquidation or dissolution, whether voluntary or involuntary, to share equally in the assets of the Company that are available for distribution to the holders of the Common Stock. Each holder of Common Stock is entitled to one vote per share for all purposes,
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except that in the election of directors, each holder shall have the right to vote such number of shares for as many persons as there are directors to be elected. Cumulative voting shall not be allowed in the election of directors or for any other purpose, and the holders of Common Stock have no preemptive rights, redemption rights or rights of conversion with respect to the Common Stock. Our board of directors is authorized to issue additional shares of our Common Stock within the limits authorized by our Articles of Incorporation and without stockholder action. All shares of Common Stock have equal voting rights, and voting rights are not cumulative.
A total of 46,754,241 shares of common stock are currently outstanding on January 9, 2026.
Description of Preferred Stock
We are authorized to issue 10,000,000 shares of Preferred Stock with $0.0001 par value (the “Preferred Stock”) with such relative rights, preferences and designations as may be determined by our Board of Directors in its sole discretion upon the issuance of any shares of Preferred Stock.
No Series of Preferred Stock has been designated since September 15, 2020 (Inception) and no shares of Preferred Stock are currently outstanding on the date of this Form 10-K.
Transfer Agent
Our transfer agent is VStock Transfer, Inc., 18 Lafayette Pl, Woodmere, NY 11598. Their telephone number is (212) 828-8436.
Recent Sales of Unregistered Securities
We issued the securities below subsequent to September 30, 2025.
| Noncash expenses paid with the issuance of common Stock | 1,429,000 | |||
| Founders’ issuances | 250,000 |
The transactions were exempt from registration under Section 4(a)2 of the Securities Act of 1933. Additionally:
| Stock issued for cash | 628,000 |
The transactions were registered under Regulation of the Securities Act of 1933.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
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The independent registered public accounting firm’s report on the Company’s consolidated financial statements as of September 30, 2025 includes a “going concern” explanatory paragraph that describes substantial doubt about the Company’s ability to continue as a going concern.
This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” ‘should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.
Our financial statements are stated in United States Dollars ($) except as otherwise indicated and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” of this annual report.
In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.
Plan of Operation
The Company’s plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and opportunities for growth in return for shares of our common stock to create value for our shareholders.
The Company will need substantial additional capital to support its budget. The Company has had no revenues. The Company has no committed source for any funds as of date hereof. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, and although it has begun to achieve sales and royalty income as a subsequent event, it 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.
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; |
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| ● | 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; |
| ● | 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. See the section titled “Risk factors—Risks related to our limited operating history, financial condition and need for additional capital.”
We have limited capital and we will need to raise additional capital in order to fund our operating expenses and capital expenditure requirements for first few months of fiscal year ending 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.
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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 ownership interest 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 number of years to reach widespread adoption if ever.
For the year ended September 30, 2025 and 2024, we reported net losses of $718,251 and $136,197, respectively. Our net losses in fiscal year 2025 have resulted principally from pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our prior year had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As of September 30, 2025, we had an accumulated deficit of $1,255,464, and we had cash and cash equivalents of $17,828.
We expect to continue to incur significant net operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if, and as we:
| ● | continue to conduct our ongoing testing of heartworm as well as initiate and complete studies of mold on food and related mycotoxins; |
| ● | manufacture, or have manufactured, clinical and commercial supplies of our breath capture devices; |
| ● | attract, hire and retain additional clinical, scientific, and management personnel; |
| ● | implement operational, financial, and management information systems; |
| ● | add quality control, quality assurance, legal, compliance, and other groups to support our operations; |
| ● | obtain, maintain, protect, expand and enforce our intellectual property portfolio, including intellectual property obtained through license agreements; |
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| ● | defend against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party; |
| ● | make royalty, milestone or other payments under current, and any future, license or collaboration agreements; |
| ● | establish a sales, marketing and distribution infrastructure, either ourselves or in partnership with others, to commercialize heartworm, lyme disease, and mold on food; |
| ● | potentially experience any delays, challenges, or other issues associated with other potential products we may discover from our customer database, and |
| ● | incur additional legal, accounting, investor relations and other general and administrative expenses associated with expanding operations as a public company. |
Our net operating losses may fluctuate significantly from period to period, depending upon the timing of our expenditures on research and development activities. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses and other current liabilities.
As a result, we will need additional financing to support our continuing operations. To date, we have funded our operations primarily with the proceeds from the issuance and sale of our Common Stock. We do not have any products approved for sale and have not generated any revenue from product sales since our inception. We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates and commercialize our products or enter into collaboration arrangements with third parties. Until we can generate sufficient product revenue to finance our cash requirements, if ever, we expect to fund our operations through equity offerings or debt financings, credit or loan facilities, potentially other capital resources, or a combination of one or more of these funding sources. We may be unable to raise additional funds or enter into other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development or commercialization of heartworm and one or more potential future product candidates, which could have a material adverse effect on our business, results of operations or financial condition.
Because of the numerous risks and uncertainties associated with research and development of product candidates, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.
Summary of Financial and Operating Performance
Results of Operations for our Years Ended September 30, 2025 and 2024
Our net income (loss) and comprehensive income (loss) for our year ended September 30, 2025, for our year ended September 30, 2024, and the changes between those periods for the respective items are summarized as follows:
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| For the Year Ended September 30, | ||||||||||||
| 2025 | 2024 | Change | ||||||||||
| Research and Development | $ | 382,832 | $ | 23,376 | $ | 359,456 | ||||||
| Operating expenses: | ||||||||||||
| General and administrative expenses | 13,472 | 25,063 | -11,591 | |||||||||
| Professional fees | 24,250 | 10,500 | 13,750 | |||||||||
| Public Entity expenses | 79,665 | 23,753 | 55,912 | |||||||||
| Other operating expenses | 218,032 | 53,504 | 164,528 | |||||||||
| Total operating expenses | 335,419 | 112,821 | 222,598 | |||||||||
| Total Expenses | ||||||||||||
| Operating loss | (718,251 | ) | (136,197 | ) | 582,054 | |||||||
| Total other income (expense) | — | — | — | |||||||||
| Net loss | $ | (718,251 | ) | $ | (136,197 | ) | $ | 582,054 | ||||
| Net (loss) per share (basic and diluted) | $ | (.018 | ) | $ | (.005 | ) | $ | 0.013 | ||||
Revenue
We did not recognize any revenue during the years ended September 30, 2025 and 2024, as our technology was not market ready during these periods.
Significant items affecting net income (loss) other than time differential are noted below.
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.
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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 |
Indirect components of R & D included
| ● | We incurred $ of these indirect costs that are clearly related to the R&D activities. Account for facility expenses, such as rent and utilities for research spaces. |
| ● | Indirect labor Include administrative support costs that directly benefit research projects. |
During the year ended September 30, 2025, we incurred total research and development expenses of $382,832, 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 year ended September 30, 2024, we incurred expenses of $23,376, which was predominately due to set up costs for future research testing.
Operating expenses include facilities costs, 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 year ended September 30, 2025, we incurred general and administrative expenses of $335,419 as compared to $112,821 for the fiscal year 2024 primarily due to the changing nature of much of our operation to research and the costs of raising capital supporting this aspect of our business plan including Public entity costs and professional fees increasing due to costs from a registration of our securities.
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The components of Operating Costs are as follows:
General and Administrative Expenses comprising general office expenditures fees of $13,472 during the year ended September 30, 2025. During the year ended September 30, 2024, we incurred general and administrative expenses of $25,063, We reemphasized commencing research operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods.
Professional Fees for fiscal 2025 were $24,250, having increased from $10,500 in fiscal year 2025 due to the increase in audit and financial review costs as our operations became more significant, as also discussed in Item 14.
Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs and increased to $79,665 in fiscal year ended September 30, 2025 from $23,753 for the year ended September 30, 2024. This increase comprised of costs relating to a registration statement in fiscal in May 2025.
Other operating expenses include license fees, personnel costs from operations, and other miscellaneous costs. Costs also increased to $218,032 in fiscal year 2025 as compared to $53,504 in the fiscal year September 30, 2024 primarily due to costs due to adding new personnel including one-time settlement charges with a former consultant and a $180,000 upfront cost from our entering into a consulting and media relations contract for the year ended September 30, 2025.
Operating Loss
During the years ended September 30, 2025 and 2024, we incurred an operating loss of $718,251 and $136,197, respectively, due to the factors discussed above.
Interest and Other Income (Expenses) Net
During the years ended September 30, 2025 and 2024, we did recognize any interest any other income (expenses), net.
Loss before Income Tax
During the years ended September 30, 2025 and 2024, we incurred a loss before income taxes of $718,251 and $136,197, respectively, due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the years ended September 30, 2025 and 2024, as we incurred taxable losses in both periods.
Net Loss
During the years ended September 30, 2025 and 2024, we incurred net losses of $718,251 and $136,197, respectively, due to the factors discussed above
Liquidity and Capital Resources
Since our inception, we have incurred significant operating losses. We have not yet commercialized our planned products and we do not expect to generate revenue from product sales adequate enough to cover operations for at least a year, if at all. We have financed our operations primarily through the issuance and sale of our Common Stock. For the year ended September 30, 2025, we received cash proceeds of $754,001 from sales of our Stock, which we used to buy a VOCAM Inventory Unit for $55,115 and for other product development cost of $120,333,and to fund operations of which used net cash of $560,740. On September 30, 2025, we liquid current assets of $17,828 (cash), total liabilities of $11,609, resulting in a liquid working capital surplu of $6,219 on September 30, 2025. The working capital deficits were the result of net losses. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.
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It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and develop our operations and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.
Future losses are likely to occur as, until we are able to fund our business plan and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2025 and 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
We have had no revenue generating operations from which we can internally generate funds. To date, our ongoing operations have been financed by advances from related parties. While we have begun to generate revenue, it is not enough to cover our 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 included in this Registration have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is secured.
Our primary sources and uses of cash for the year ended September 30, 2025 and 2024 were as follows:
| Year Ended September 30, | ||||||||
| 2024 | 2025 | |||||||
| Net cash (used) in operating activities | $ | (560,740 | ) | $ | (87,378 | ) | ||
| Net cash used in investing activities | 175,448 | — | ||||||
| Net cash provided by financing activities | 754,001 | 86,978 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | 17,813 | $ | (400 | ) | |||
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Cash Used in Operating Activities
During the year ended September 30, 2025 the company’s activities used $560,740 of cash would was the result of the net loss of $718,251 offset by an $82 decrease in payables, an offset of noncash expenses of $185,055 and a $32,400 paydown under our licensing agreement. We also incurred prepaid expense of $6,000.
During the year ended September 30, 2024, we incurred a net loss of $136,197 which after adjustments for a decrease/paydown of in accounts payable of $2,551 and $17,600 of license payable, and an offset of $68,670 of noncash expenditures resulted in net cash of $87,378 being used in operations.
Investing Activities
During the years ended September 30, 2025 the company invested $175,448 in product development costs and during the year ended September 30, 2024, the Company did not have any investing activities.
Financing Activities
During the year ended September 30, 3025, the Company sold $754,001 of common stock
During the year ended September 30, 3024, the Company raised $26,000 from related party advances and sold $60,903 of common stock and $75 of stock subscriptions. We also converted $311,363 of related party advances into common stock.
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. In addition, we are dependent upon our controlling shareholder to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.
Cash Flow Considerations
The Company has historically relied upon shareholder financings, and to a lesser degree, debt financings, to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. The Company may pursue debt financing in the medium term if it is able to procure such financing on terms more favorable than available equity financing; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.
The Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available to it for current or future projects, although the Company has been successful in the past in financing its activities through related party advances.
It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.
Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the years ended September 30, 2025 and 2024 an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
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Debt Covenants
The Company was in compliance with its lenders as of September 30, 2025 and 2024. A deterioration of our relationship with our lenders would provide stress for greater capital, possibly on adverse terms for our shareholders.
Research and development
We enter into contracts in the normal course of business with Consultants and partners that also manufacture breath capture devices under our design specifications as well as gas chromatographers we use in research, product improvement, and operations. Prepayments under these arrangements can generally be repurposed or the services themselves cancelable upon prior written notice, though cancellation fees are likely. Payments due upon cancellation consist only of payments for services provided and expenses incurred up to the date of cancellation.
Going Concern
We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations.
The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.
Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
As of September 30, 2024, the end of the third quarter covered by the comparative information of this prospectus, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) who acts as our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and who is also our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of September 30, 2025 and 2024, we have no off-balance sheet arrangements.
Environmental
Not applicable.
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Forward-Looking Statements
The foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in “Forward-Looking Statements” in Item 1., “Business.”
Accounting Developments
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
Critical Accounting Policies
A summary of our significant accounting policies is detailed in Note 3 to the Financial Statements. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment. All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Carrying Value of Long-Lived Assets
The recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.
We review and evaluate our long-lived assets, other than mineral properties, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts.
Income Taxes
We account for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of our liabilities and assets and the related income tax basis for such liabilities and assets. This method generates a net deferred income tax liability or asset, as measured by the statutory tax rates in effect. We derive our deferred income tax expense or benefit by recording the change in the net deferred income tax liability or asset balance for the year. With respect to the earnings we derive from the operations of our subsidiaries, in those situations where the earnings are indefinitely reinvested, no deferred taxes have been provided on the unremitted earnings (including the excess of the carrying value of the net equity of such entities for financial reporting purposes over the tax basis of such equity) of our subsidiaries.
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We are subject to reviews of our income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. We recognize and record potential tax liabilities and record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate. If our estimate of tax liabilities proves to be different than the ultimate assessment, an additional expense or benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits in Income tax benefit (expense). In certain jurisdictions, we must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if we believe the amount is ultimately recoverable.
Valuation of Deferred Tax Assets
Our deferred income tax assets include certain future tax benefits. We record a valuation allowance against any portion of those deferred income tax assets when we believe, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. We review the likelihood that we will realize the benefit of our deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.
Other
The Company has one class of shares, Common Shares. It has 44,477,241 outstanding shares, with no share options, warrants, and convertible debt options outstanding as of September 30, 2025.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company,” we are not required to provide the information required by this Item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Our audited financial statements for the years ended September 30, 2025 and, 2024 appear at the end of this statement on pages F-1 though F-15.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A. CONTROLS AND PROCEDURES.
Evaluation of Disclosure Controls and Procedures
Our management conducted an evaluation, with the participation of our Chief Executive Officer/ principal executive officer and is also our Chief Financial Officer / principal financial and accounting officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Form 10-k. Based on that evaluation, we concluded that because of the material weakness and significant deficiencies in our internal control over financial reporting described below, our disclosure controls and procedures were not effective as of September 30, 2024.
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Management’s Report on Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial officer (who is acting as our principal executive officer, principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.
As of September 30, 2024, the end of the fiscal year covered by this report, we carried out an evaluation, under the supervision of our chief executive officer, with the participation of our chief financial officer, of the effectiveness of the design and the operation of our disclosure controls and procedures. The officers concluded that the disclosure controls and procedures were ineffective as of the end of the fiscal year covered by this report due to the material weaknesses described below based on our evaluation:
(a) Inadequate segregation of duties and ineffective risk assessment
(b) Lack of effective oversight in the establishment and monitoring of required internal controls and procedures
(c) Lack of an audit committee
(d) Lack of well-established procedures to identify, approve and report related party transactions
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Management is required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Our management has concluded that, as of September 30, 2024, our internal control over financial reporting was ineffective.
This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.
Inherent limitations on effectiveness of controls
Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the years ended September 30, 2024 and 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
ITEM 9B. OTHER INFORMATION.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Directors and Executive Officers
The following table sets forth certain information concerning our company’s sole officer and director.
| Name | Age | Position(s) | ||
| Andrew N. Brown | 49 | President, Chief Financial Officer, Secretary and Director |
Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serve until their successor(s) is duly elected and qualified, or until they are removed from office. There are no family relationships between our directors.
Our company believes that all of our directors’ respective educational background, operational and business experience give them the qualifications and skills necessary to serve as directors and officers, respectively, of our company.
Certain information regarding the backgrounds of our officers and directors is set forth below.
Andrew N. Brown, Chief Executive Officer
Brown graduated from the University of Vermont in 1998. He moved to New York City to join Investment Manager; Clay Finlay Inc. (later Deutsche Bank), where he worked on a trading floor and learned the business of finance. In 2003, he moved to Florida where he became a major contributor to Florida Land Partners, becoming the largest subsidiary of National Land Partners in the Country, with over $100M in annual sales. In 2007, he Co-Founded Doorstep Delivery which he turned into a national brand through organic growth and acquisitions, before merging with BiteSquad.com in 2016 and selling to WTRH in 2019 in a $321M transaction.
Mr. Brown is not related to any Officers or Directors of the Company. There are no related party transactions reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.
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Conflicts of Interest - General
Our directors and officers are, or may become, in their individual capacities, officers, directors, controlling shareholder and/or partners of other entities engaged in a variety of businesses. Thus, there exist potential conflicts of interest including, among other things, time, efforts, and corporation opportunity, involved in participation with such other business entities. While our sole officer and director of our business is engaged in business activities outside of our business, he devotes to our business such time as he believes to be necessary.
Conflicts of Interest - Corporate Opportunities
Presently there is no requirement contained in our Articles of Incorporation Bylaws, or minutes which require officers and directors of our business to disclose to us business opportunities which come to their attention. Our officers and directors do, however, have a fiduciary duty of loyalty to us to disclose to us any business opportunities which come to their attention, in their capacity as an officer and/or director or otherwise. Excluded from this duty would be opportunities which the person learns about through his involvement as an officer and director of another company. We have no intention of merging with or acquiring an affiliate, associate person or business opportunity from any affiliate or any client of any such person.
Corporate Governance
The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.
In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.
Committees of the Board
Our Company currently does not have nominating, compensation, audit committees or committees performing similar functions nor does our Company have a written nominating, compensation, or audit committee charter. Our sole Director believes that it is not necessary to have such committees at this time, because the Director(s) can adequately perform the functions of such committees.
Audit Committee Financial Expert
Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.
We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.
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Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers has:
| 1. | any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; any Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing except that Mr. Veal for filed bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the Middle District of Florida with all matters discharged in 2019; |
| 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
| 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or |
| 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. |
| 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; |
| 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; |
| 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or |
| 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Independence of Directors
We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.
Code of Ethics
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
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Shareholder Proposals
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief Executive Officer, at the address appearing on the first page of this report.
Significant Consultant
We have retained the consulting services of Dr. Lindsay Starkey under the terms of a consulting agreement entered into August 31, 2024, for services. See “Advisory Board.”
Audit Committee and Audit Committee Financial Expert
Our board of directors (currently consisting of one member) also acts as the audit committee and has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We currently have no “independent” directors as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.
We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our directors do not believe that it is necessary to have such committees because they believe the functions of such committees can be adequately performed by the members of our board of directors.
Stockholder Communications with Our Board of Directors
Our company welcomes comments and questions from our stockholders. Stockholders should direct all communications to our President, Andrew N. Brown, at our executive offices. However, while we appreciate all comments from stockholders, we may not be able to respond individually to all communications. We attempt to address stockholder questions and concerns in our press releases and documents filed with OTC Markets, so that all stockholders have access to information about us at the same time. Mr. Brown collects and evaluates all stockholder communications. All communications addressed to our directors and executive officers will be reviewed by those parties unless the communication is clearly frivolous.
Code of Ethics
Our Board of Directors has not adopted a Code of Ethics.
ITEM 11. EXECUTIVE COMPENSATION.
Executive compensation during the years ended September 30, 2024 and September 30, 2025, was as follows:
There are no formal written employment arrangements in place. We do not have any agreements or understandings that would change the terms of compensation during the course of a year.
As of the date of this Annual report, there are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of our company, pursuant to any presently existing plan provided by, or contributed to, our company.
41
Compensation Summary
The following table summarizes information concerning the compensation awarded, paid to or earned by our executive officers.
| Name and Principal Position | Year Ended 9/30 | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compen- sation ($) | Total ($) | |||||||||||||||||||||||||||
| Andrew N. Brown (1) | 2025 | — | — | 1,700 | — | — | — | 218,165 | 219,165 | |||||||||||||||||||||||||||
| President | 2024 | — | — | 3,630 | — | — | — | 158,658 | 162,388 | |||||||||||||||||||||||||||
| (1) | Mr. Brown was awarded 2,135,000 and 1,650,000 shares for services, valued at $3,630 and $2,805 based on the market value of $.0017 during the years ended September 30, 2025 and 2024, respectively. |
Outstanding Option Awards
The following table provides certain information regarding unexercised options to purchase common stock, stock options that have not been vested and equity-incentive plan awards outstanding as of the date of this Annual report, for each named executive officer.
| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Options () Exercisable | Number of Securities Underlying Unexercised Options () Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options () | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested () | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested () | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||||||||
| Andrew N. Brown | — | — | — | N/A | N/A | — | — | — | — | |||||||||||||||||||||||
Summary of Compensation
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Employment Agreements
We do not have a formal employment or consulting agreement with any officers or Directors.
42
Outstanding Equity Awards
During the years ended September 30, 2024 and 2025, our Board of Directors made no equity awards and no such award is pending other than stock issued to our CEO as documented above.
Long-Term Incentive Plans
We currently have no long-term incentive plans.
Director Compensation
Our directors receive no compensation for their serving as directors of our company.
Compensation Discussion and Analysis
Director Compensation
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted, shall be in the sole determination of the Board of Directors.
Executive Compensation Philosophy
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board, in its sole determination, believes such grants would be in the best interests of the Company.
Incentive Bonus
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
Long-term, Stock Based Compensation
In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, in the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of the date of this Annual report, information regarding beneficial ownership of our common stock by the following: (a) each person, or group of affiliated persons, known by our company to be the beneficial owner of more than five percent of any class of our voting securities; (b) each of our directors; (c) each of the named executive officers; and (d) all directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC, based on voting or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock underlying convertible instruments, if any, held by that person are deemed to be outstanding if the convertible instrument is exercisable within 60 days of the date hereof. Unless otherwise indicated, the address of each listed person is in care of our company, 570 Lexington Green Ln, Sanford, Florida 32771.
43
Director Compensation
| Name and Address of Beneficial Owner (5) | Shares of Common Stock Beneficially Owned | Common Stock Voting Percentage Beneficially Owned | Total Voting Percentage Beneficially Owned (1) | |||||||||
| Executive Officers and Directors | ||||||||||||
| Andrew Brown, Chief Executive Officer and Director (3) | 10,560,534 | 22.59 | % | 22.59 | % | |||||||
| All directors and officers as a group | 10,560,534 | 22.59 | % | 22.59 | % | |||||||
| Jeffrey Conley | 3,040,186 | 6.50 | % | 6.50 | % | |||||||
| David AB Brown (2) | 6,175,612 | 13.21 | % | 13.21 | % | |||||||
| Shawn Boliver | 3,000,000 | 6.41 | % | 6.41 | % | |||||||
(1) Applicable percentage of ownership is based on 46,754,241 shares of common stock outstanding and 0 shares of Preferred Stock issued and outstanding on January 9, 2026. Percentage totals are calculated separately based on each class of capital stock. Percentage ownership is determined based on shares owned together with securities exercisable or convertible into shares of common stock within 60 days of November 20, 2024, for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to securities exercisable or convertible into shares of common stock that are currently exercisable or exercisable within 60 days of November 20, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage of ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(2) Shares held by David A B Brown, Roth, 401(k) Profit Sharing Plan.
(3) Andrew Brown has voting and dispositive power over the shares held by Money Tree Solutions, LLC.
(4) Unless otherwise noted, the address of each shareholder is c/o Global Innovative Platforms Inc., 570 Lexington Green Ln, Sanford, FL 32771
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
Directors and Officers Remuneration
During the years ended from September 30, 2025 and 2024 we paid compensation of $162,388 and $35,850 for our directors and officers.
The Company’s executive office is located at 570 Lexington Green Ln Sanford, FL 32771. This office is furnished to the Company by its CEO at no charge.
In August, 2023, Mr. Andrew Brown was appointed the Company’s sole officer and director. During the year ended September 30, 2024, Mr. Brown acquired 6,682,679 shares for $668.27. Mr. Brown has also acquired 2,135,500 and 1,650,000 shares for services during the fiscal years ending September 30, 2025 and 2024, respectively.
Related Party Loans
As of October 1, 2023, three Shareholders advanced us $50,000, $50,000, and $1,115 an additional $25,000, for the year ending September 30, 2024. On September 27, 2024, the Company converted $337,360 of debt into 5,267,268 shares of our common stock that included these balances plus prior year amounts with an aggregate total of $311,363, which were converted to 5,107,268 shares of our common.
44
Stock Options
We currently have an incentive stock option plan but no stock options were issued or outstanding during the years ending September 30, 2025 and 2024 nor as of the date of this filing.
Director Independence
We currently act with one director, consisting of Andrew N. Brown. We have determined that Mr. Brown is not an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).
Currently our audit committee consists of all members of our board of directors. We currently do not have nominating or compensation committees or committees performing similar functions. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
Our board of directors has determined that it does not have a member of its audit committee who qualifies as an “audit committee financial expert” as defined in as defined in Item 407(d)(5)(ii) of Regulation S-K.
From inception to present date, we believe that the members of our audit committee and the board of directors have been and are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.
We do not have a standing compensation or nominating committee. We believe that our directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. Our directors do not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining additional independent directors who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.
(a) Dismissal of Previous Independent Registered Public Accounting Firm
On November 3, 2025, the Board of Directors (the “Board”) of Global Innovative Platforms, Inc. (the “Company”) dismissed M. S. Madhava Rao, Chartered Accountant (“MSMR”) as the Company’s independent registered public accounting firm, effective immediately. The dismissal was not related to any disagreements with MSMR on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.
The reports of MSMR on the consolidated financial statements of the Company as of and for the fiscal years ended September 30, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended September 30, 2024 and 2023, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and MSMR on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to MSMR’s satisfaction, would have caused MSMR to make reference thereto in their reports.
During the fiscal years ended September 30, 2024 and 2023, there were no “reportable events” (as described in Item 304(a)(1)(v) of Regulation S-K),
The Company provided MSMR with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that MSMR furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made herein and, if not, stating the respects in which it does not agree. A copy of such letter provided by MSMR, dated November 6, 2025, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
45
(b) Appointment of New Independent Registered Public Accounting Firm
On November 3, 2025, the Board approved the engagement of CNGSN & Associates LLP (“CNGSN”) as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2025, effective immediately. During the Company’s two most recent fiscal years ended September 30, 2024 and 2023, neither the Company nor anyone acting on its behalf consulted with CNGSN regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.
On December 30, 2020, we appointed M.S. Madhava Rao Mankal, as our independent auditor.
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years.
| 2025 | 2024 | |||||||
| Audit fees | $ | 24,500 | $ | 10,500 | ||||
| All other fees | — | — | ||||||
| Total | $ | 24,500 | $ | 10,500 | ||||
For the year ending September 3, 2025, $14,500 was paid to M. S. Madhava Rao Mankal, and $10,000 was accrued to CNGSN & Associates LLP. All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.
There have been no disagreements with the independent registered public accounting firm regarding accounting and financial disclosure.
46
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
1(a) Financial Statements
1. Financial statements for our company are listed in the index under Item 8 of this document
2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
Exhibit Index
Copies of the following documents are included as exhibits to this annual report.
| Exhibit No. | Title of Document | |
| 3.1 | Certification of Incorporation - Delaware – Canning Street Corporation – .9.15.20 | |
| 3.2 | Bylaws | |
| 3.3 | Certificate of Amendment of Certificate of Incorporation - 10.25.20 | |
| 3.4 | Certificate of Amendment to the Certificate of Incorporation dated May 10, 2021 (3) | |
| 3.5 | Certificate of Correction dated May 11, 2021 (3) | |
| 4.1 | Description of Securities (4) | |
| 10.1 | Agreement and Plan of Merger and Reorganization into Holding Company Structure | |
| 10.2 | Stock Purchase Agreement dated March 31, 2021 (2) | |
| 10.3 | Patent and Know-How License Agreement between Global Innovative Platforms Inc. and Defiant Technologies Inc. dated August 18, 2025 (5) | |
| 31.1 * | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K for the year ended September 30, 2024. | |
| 32.1 * | Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | XBRL Instance Document (3) | |
| 101.SCH | XBRL Taxonomy Extension Schema (3) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (3) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (3) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (3) | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase (3) |
* Filed herewith.
(1) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form 10 dated December 28, 2020.
(2) Incorporated by reference to the Form 8-K dated April 2, 2021.
(3) Incorporated by reference to the Form 8-K dated May 13, 2021.
(4) Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on March 21, 2022.
(5) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 25, 2025.
47
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Global Innovative Platforms, Inc. | ||
| (Registrant) | ||
| Name: | Andrew Brown | |
| Signature: | /s/ Andrew Brown | |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) |
|
| Date: | January 13, 2026 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name: | Andrew Brown | |
| Signature: | /s/ Andrew Brown | |
| Title: | Chief Executive Officer and Director (Principal Executive Officer) |
|
| Date: | January 13, 2026 |
48
GLOBAL INNOVATIVE PLATFORMS, INC.
FINANCIAL STATEMENTS
CONTENTS
| AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED SEPTEMBER 30, 2025 AND 2024 |
| COVER PAGE | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 |
| BALANCE SHEET AS OF SEPTEMBER 30, 2025 AND 2025 | F-4 |
| STATEMENT OF OPERATIONS FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 | F-5 |
| STATEMENT OF CHANGES SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 | F-6 |
| STATEMENT OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2025 AND 2024 | F-7 |
| NOTES TO FINANCIAL STATEMENTS | F-8 |
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors
Global Innovative Platforms, Inc.
570 LEXINGTON GREEN LN
SANFORD, Florida 32771
Opinion on the Financial Statements
We have audited the accompanying balance sheet of Global Innovative Platforms, Inc. (the “Company”) as of September 30, 2025, and the related statements of operations, Comprehensive Losses, stockholders’ equity, and cash flows for the year ended September 30, 2025, and the related notes (collectively, the “financial statements”).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting Principles (“GAAP”).
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred recurring losses as of September 30, 2025. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
F-2
Critical Audit Matters
Critical audit matters are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (l) relate to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex auditor judgment. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Critical Audit Matter: Research and Development and Product Under Development Costs
Description of the Matter: The classification of costs between research and development (“R&D”), product under development, and general and administrative expenses related to the Company’s VACOM units was identified as a critical audit matter. The VACOM units are proprietary veterinary diagnostic devices under development, and management was required to apply judgment in determining the appropriate accounting treatment of costs incurred at various stages of development in accordance with ASC 730.
This matter involved auditor judgment due to the nature of the Company’s development activities, the use of third-party consultants and vendors, and management’s determination of technological feasibility. The classification of these costs affected operating expenses and the carrying amount of product under development.
How We Addressed the Matter in Our Audit:
Our audit procedures included evaluating management’s identification of R&D and product under development activities, reviewing significant vendor and consultancy agreements, testing selected expenses to supporting documentation, assessing management’s determination of technological feasibility, and evaluating whether the classification of costs was consistent with ASC 730. We also evaluated the adequacy of the related disclosures in the financial statements.
Other Matter - Prior Period Financial Statements
The financial statements of the Company for the year ended September 30, 2024, were audited by another auditor. We were not engaged to audit, review, or apply any procedures to the financial statements for the year ended September 30, 2024, and accordingly, we do not express an opinion or any other form of assurance on those financial statements. The report of the predecessor auditor, M.S. Madhava Rao, dated December 30, 2024, expressed an opinion on those financial statements.
We have served as the Company’s auditor since 2025
Registered Public Accounting Firm
PCAOB
Firm ID:
Date: January 12, 2026
F-3
GLOBAL INNOVATIVE PLATFORMS, INC.
BALANCE SHEETS
| September 30, 2025 | September 30, 2024 | |||||||
| Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Product Development Costs | ||||||||
| Prepaid Expense | ||||||||
| Total current assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Accrued Expense | ||||||||
| Related Party Payables | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock, $ par value, shares authorized, issued or outstanding | ||||||||
| Common Stock, $ par value, shares authorized, and shares issued and outstanding at September 30, 2025 and 2024, respectively | ||||||||
| Additional Paid in Capital | ||||||||
| Stock Subscriptions | ||||||||
| Retained Earnings (Deficit) | ( | ) | ( | ) | ||||
| Total Equity | ( | ) | ||||||
| TOTAL LIABILITIES & EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements
F-4
GLOBAL INNOVATIVE PLATFORMS, INC.
STATEMENTS OF OPERATIONS
| FOR THE YEAR ENDED SEPTEMBER 30, 2025 | FOR THE YEAR ENDED SEPTEMBER 30, 2024 | |||||||
| REVENUE | $ | $ | ||||||
| EXPENSES | ||||||||
| Research and development costs | ||||||||
| General and administrative expenses | ||||||||
| Total Expenses | ||||||||
| OPERATING LOSS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Total Other Income (Expense) | ||||||||
| INCOME (LOSS) BEFORE TAXES | ( | ) | ( | ) | ||||
| TAXES | ||||||||
| NET INCOME (LOSS) | $ | ( | ) | $ | ( | ) | ||
| Net Income (Loss) per Common Share: Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Common Shares Outstanding: Basic and Diluted | ||||||||
F-5
GLOBAL INNOVATIVE PLATFORMS, INC.
STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
| Common Shares | Additional | Retained | ||||||||||||||||||||||
| Stock | Paid-In | (Deficit) | ||||||||||||||||||||||
| Shares | Amount | Subscriptions | Capital | Earnings | Total | |||||||||||||||||||
| Balance at October 1, 2023 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||
| Stock issued to founders for subscriptions | ( | ) | ||||||||||||||||||||||
| Stock Subscriptions | — | |||||||||||||||||||||||
| Stock issued for cash | ||||||||||||||||||||||||
| Stock issued in settlement of obligations | ||||||||||||||||||||||||
| Noncash expenses paid with the issuance of common Stock | ||||||||||||||||||||||||
| Stock issued to founders for cash at par value | ||||||||||||||||||||||||
| Net loss for the period | — | ( | ) | ( | ) | |||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||
| Balance at October 1, 2024 | $ | $ | $ | $ | ( | ) | ( | ) | ||||||||||||||||
| Common Shares Issued to Founders for Stock Subscriptions | ( | ) | ||||||||||||||||||||||
| Common Stock issued for Cash | ||||||||||||||||||||||||
| Stock issued to founders for cash at par value | ||||||||||||||||||||||||
| Common Stock issued for Services | ||||||||||||||||||||||||
| Net loss for the period | — | ( | ) | ) | ||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
F-6
GLOBAL INNOVATIVE PLATFORMS, INC.
STATEMENTS OF CASH FLOW
| For the Year Ended September 30, 2025 | For the Year Ended September 30, 2024 | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net Income (loss) | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Noncash Expenses | ||||||||
| Changes in working capital items: | ||||||||
| Prepaid expense | ( | ) | ||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expense | ||||||||
| Accruals – related party | ( | ) | ( | ) | ||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Net Cash Used in Investing Activities | ||||||||
Product Development Costs | ( | ) | ||||||
| Net Cash Flow Used in Investing Activities | ( | ) | ||||||
| Net Cash Flow from Financing Activities | ||||||||
| Advances under loan payable - related party loans | ||||||||
| Issuance of Stock for Cash | ||||||||
| Stock subscriptions | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash: | | ( | ) | |||||
| Beginning Cash: | $ | $ | ||||||
| Ending Cash: | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for tax | $ | $ | ||||||
| NOTE: THE CUMULATIVE AMOUNTS OF CASH FLOWS FROM THE COMPANY’S INCEPTION TO DATE ARE AS FOLLOWS: | ||||||||
| Net Cash Used in Operating Activities | $ | ( | ) | $ | ( | ) | ||
| Net Cash Used in Investing Activities | $ | ( | ) | $ | ( | ) | ||
| Net Cash Provided by Financing Activities | $ | $ | ||||||
| SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| CONVERSION OF RELATED PARTY ADVANCES TO COMMON STOCK | $ | $ | ||||||
F-7
GLOBAL INNOVATIVE PLATFORMS, INC.
NOTES TO AUDITED FINANCIAL STATEMENTS
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Global Innovative Platforms is focused on advancing animal health through breath analysis. We develop non-invasive diagnostic tools for detecting diseases, assessing treatment effectiveness. Our proprietary technologies, “VOCAM Plus” and the “FROG,” utilize advanced gas chromatography and A.I. software to provide rapid and accurate breath analysis. The Company’s mission is to revolutionize early detection of a wide array of animal related abnormalities. Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions. Early detection can save lives, money, and resources.
History
We were originally named Canning Street Corporation, having been incorporated in Delaware on September 15, 2020. On September 10, 2022, the Company completed the process of changing its name to Global Innovative Platforms, Inc.
Effective September 30, 2020, following a corporate reorganization as described below (‘the Holding Company Reorganization” or ‘the reverse recapitalization”), GIP became the reorganized successor to Alexandria Advantage Warranty Company, a publicly quoted holding company that ceased trading in 2016.
Reorganization into a Holding Company Structure for Global Innovative Platforms, Inc., reorganization successor to Alexandria Advantage Warranty Company.
Effective September 29, 2020, Alexandria Advantage Warranty Company (“Alexandria Advantage Colorado’), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Alexandria Advantage Warranty Company (“Alexandria Advantage Delaware”), a Delaware corporation.
Alexandria Advantage Colorado ceased to exist as an independent legal entity following its merger with Alexandria Advantage Delaware.
Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alexandria Advantage Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Global Innovative Platforms, Inc. (“GIP”) and AAWC Corporation (“AAWC”), both wholly-owned subsidiaries of Alexandria Advantage Delaware, effective September 30, 2020.
The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Alexandria Advantage Delaware with, and into AAWC, with AAWC being the surviving corporation in the merger, as a subsidiary to GIP.
Alexandria Advantage Delaware ceased to exist as an independent legal entity following its merger with AAWC.
The shareholders of Alexandria Advantage Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of GIP on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).
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.
F-8
As a result of the Holding Company Reorganization, shareholders in publicly quoted Alexandria Advantage Delaware, formerly the shareholders of Alexandria Advantage Colorado as of the date of the reorganization, became shareholders in the publicly quoted GIP.
AAWC, being the direct successor by the merger with Alexandria Advantage Delaware, became a subsidiary company of GIP.
The Holding Company Reorganization has been accounted for so as to reflect the fact that both AAWC and GIP were under common control at the date of the Holding Company Reorganization, similar to a reverse acquisition of AAWC by GIP
Disposal of AAWC Corporation.
Effective September
30, 2020, GIP disposed of
NOTE 2. GOING CONCERN
Our financial
statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern,
which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business
or income and had a shareholders’ surplus 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. The accompanying financial statement reflect the operations of Global Innovative Platforms, Inc., the sole surviving entity as a result of the reorganization and disposal activities described in Note 1, for the years ended September 30, 2025 and 2024. The Company has selected September 30 as its financial year end. The Company has not earned any revenue to date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Cash and Cash Equivalents
We maintain
cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements
of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of September
30, 2025 and 2024, 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 prepaid accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 5 and 6 below for details of related party transactions in the period presented.
Fixed Assets
We did
Leases
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in the Company’s balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.
ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, the Company generally uses the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term.
The Company was not party to any lease transactions for the years ended September 30, 2025 and 2024.
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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.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams.
During the years ended September 30, 2025 and 2024,
we did
Advertising Costs
We expense advertising
costs when advertisements occur.
Equity Stock issued for Services
During the year, the Company issued equity shares and to non-employees in consideration for professional and consulting services rendered at $ per share and $ per share, respectively. In accordance with ASC 718, when the fair value of the services received is not directly determinable, the Company measures such equity-settled transactions based on the value assigned to the equity instruments 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 the year ended, 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 the balance sheet date. Accordingly, costs incurred in connection with product development after research phase have been considered as Product Development cost as of the balance sheet date.
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Founder shares
have been issued for cash and services at a nominal value of $
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.
Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
potentially dilutive debt or equity instruments were issued or outstanding for the years ended September 30, 2025 and 2024.
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.
During the year ended September
30, 2025, we issued shares of our common stock, par value of $ per share to related parties in exchange for services of
$
On July 10, 2024, the Company
issued shares of our common stock, par value of $ per share, which included shares to related parties in exchange
for services of $
As of September 28, 2024, the Company issued shares
of our common stock, par value of $ per share including shares to related parties in exchange for services of $
As
of October 1, 2023, three Shareholders advanced us $, $, and $ an additional $, for the year ending September 30,
2024. On September 27, 2024, the Company converted $
On October 23, 2023,
the Company issued shares of common stock, par value $ per share, including which
was issued to related parties for an aggregate consideration of $
NOTE 5. ACCRUALS – RELATED PARTY
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The Company entered into a contract for facilities
rental with its Chief Executive Officer during the year ended September 30, 2025. Under this arrangement, $
NOTE 6. INCOME TAXES
On December
22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax
Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring
a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also
establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate
tax rate from
We did not provide any current or deferred US federal income tax provision or benefit for any for the years ended September 30, 2025 and 2024 as, after adjusting for the non-taxable gain on the sale of our subsidiary company, we incurred tax losses during the period. When it is more likely than not that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the years ended September 30, 2025 and 2024 as defined under ASC 740, “Accounting for Income Taxes.” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as follows:
| Year ended | Year Ended | |||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Statutory U.S. Federal Income Tax Rate | % | % | ||||||
| State Income Taxes | % | % | ||||||
| Change in Valuation Allowance | ( | )% | ( | )% | ||||
| Effective Income Tax Rate | % | % | ||||||
A reconciliation of the income taxes computed at the statutory rate is as follows:
| Year ended | Year Ended | |||||||
| September 30, | September 30, | |||||||
| 2025 | 2024 | |||||||
| Tax credit (expense) at statutory rate (26%) | $ | ( | ) | $ | ( | ) | ||
| Increase in valuation allowance | ||||||||
| Net deferred tax assets | $ | $ | ||||||
As of September
30, 2025 and 2024, the Company had a federal net operating loss carryforward of approximately $
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No tax benefit has been reported in the financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.
The Company’s income tax returns for the years ended September 30, 2025 and 2024 are currently open to audit by federal and state jurisdictions.
NOTE 7. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the years ended September 30, 2025 and 2024 and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
On August 18, 2023, and modified in August, 2024, the Company entered into a Patent and Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc. (“Defiant”). Pursuant to the License Agreement, among other things, Defiant granted the Company a nontransferable, non-sublicensable, exclusive right and license to certain patents and know-how relating to animal testing and all commercial applications related to the animal market on a global basis (“Patent Rights”, “Know-How”, and “Materials”, respectively) to manufacture, use, offer for sale, sell or import (“Licensed Products”) in the animal market worldwide. The license is exclusive (subject to certain exceptions and conditions) with respect to the Patent Rights and Materials and non-exclusive with respect to the Know-How.
As consideration for the license under the License
Agreement,
NOTE 8. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of September 30, 2025 and 2024 and for the years ended September 30, 2025 and 2024, we were authorized to issue shares of preferred stock with a par value of $.
No shares of preferred stock were issued and outstanding as of September 15, 2020 (Inception), the effective date of the Holding Company Reorganization, and shares of preferred stock were issued and outstanding during the years ended September 30, 2025 and 2024.
No series of preferred stock or rights for preferred stock had been designated at September 30, 2025 and September 30, 2024.
Common Stock
As of September 30, 2025 and September 30, 2024, we were authorized to issue shares of common stock with a par value of $.
As of September
15, 2020, the effective date of the reverse recapitalization,
On October 23, 2023, the Company issued shares
of common stock, par value $ per share, including which was issued to related parties for an aggregate consideration
of $
On July 10, 2024, the Company issued shares
of our common stock, par value of $ per share, which included shares to related parties in exchange for services of $
As of September 28, 2024, the Company issued shares
of our common stock, par value of $ per share including shares to related parties in exchange for services of $
Three
Shareholders advanced us $, $, and $ prior to the year ended September 30, 2023 and an additional $, for the year ending
September 30, 2024. On September 27, 2024, the Company converted $
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During the year
ended September 30, 2025, the Company issued shares of common stock, par value $ per share for an
aggregate consideration of $
During the year ended September 30, 2025, the Company issued shares of our common stock, par value of $ per share in exchange for services of $ including office space, secretarial and administrative services provided by members of the Company’s management and founding team.
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 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).
Under the plan, On August
9, 2025, we agreed to issue
As of September 30, 2025 and 2024, and shares of common stock were issued and outstanding, respectively.
Warrants
Stock Options
We currently have no stock option plan.
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events after September 30, 2025, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements.
On November 3, 2025, the Company announced it has entered into an agreement with Boehringer Ingelheim Animal Health USA Inc., a leading global animal health company involving the Company’s proprietary VOCAM Plus diagnostic technology for the detection of heartworm disease in dogs. Under the terms of the agreement, GIPL will supply VOCAM Plus units and related support services to enable evaluation and validation of its Breathomics-based diagnostic system. This partnership marks a milestone in the Company’s commercialization strategy for non-invasive Breathomics-based diagnostics in animal health.
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Recent Sales of Unregistered Securities
Global Innovative Platforms, Inc. has issued the securities below subsequent to September 30, 2025.
| Noncash expenses paid with the issuance of common Stock | ||||
| Founders’ issuances |
The transactions were exempt from registration under Section 4(a)2 of the Securities Act of 1933.
| Stock issued for cash |
The transactions were registered under Regulation of the Securities Act of 1933.
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FAQ
What does Global Innovative Platforms Inc. (GIPL) do?
Is Global Innovative Platforms Inc. (GIPL) generating any revenue yet?
Why did Global Innovative Platforms receive a going concern warning?
How many Global Innovative Platforms (GIPL) shares are outstanding and where do they trade?
What is the key technology relationship mentioned in Global Innovative Platforms’ 10-K?
What cybersecurity measures does Global Innovative Platforms currently have?
Does Global Innovative Platforms (GIPL) pay dividends on its common stock?
