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Global Innovative Platforms (GIPL) logs first revenue but flags going-concern risk

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Global Innovative Platforms Inc. reported its first revenues while remaining deeply loss-making and dependent on new funding. For the quarter ended March 31, 2026, the company generated $106,500 in revenue, all from a single animal-health customer using its VOCAM Plus diagnostic technology, and posted a net loss of $151,386. For the six-month period, revenue totaled $136,500 with a net loss of $200,815. Cash and cash equivalents rose to $327,270 and total assets to $591,958, largely funded by $514,354 of common stock proceeds, while liabilities stayed minimal at $2,284. The accumulated deficit reached $1,456,279, and management and the auditors highlight substantial doubt about the company’s ability to continue as a going concern without additional debt or equity financing. As of May 15, 2026, there were 49,103,241 common shares outstanding, reflecting continued equity issuance to investors and service providers.

Positive

  • None.

Negative

  • Substantial going-concern doubt: The company discloses limited ongoing business income, an accumulated deficit of $1,456,279 as of March 31, 2026, and states there is substantial doubt about its ability to continue as a going concern without additional funding.
  • Material weaknesses in internal control: Management reports ineffective disclosure controls due to insufficient accounting personnel, inadequate segregation of duties, and weak spreadsheet controls, increasing the risk of financial reporting errors.

Insights

GIPL records first contract revenue but still faces going-concern risk and heavy reliance on fresh equity.

Global Innovative Platforms is starting to commercialize its animal health breath-analysis technology. It booked $136,500 in six‑month revenue from a single global animal health customer, while research and development spending remained modest at $13,150. Operating costs are dominated by general and administrative expenses and license payments.

The business is funded almost entirely by equity. In the six months to March 31, 2026, the company raised $514,354 through common stock sales and ended with $327,270 of cash and only $2,284 of liabilities. Nevertheless, the accumulated deficit of $1,456,279 and ongoing losses led management to state there is substantial doubt about continuing as a going concern.

Internal controls are weak, with material weaknesses in staffing, segregation of duties, and spreadsheet controls. Future filings will need to show whether revenue diversifies beyond the current license and whether capital raises continue to bridge the cash burn as operating losses persist.

Quarterly revenue $106,500 Three months ended March 31, 2026
Six-month revenue $136,500 Six months ended March 31, 2026
Quarterly net loss $151,386 Three months ended March 31, 2026
Six-month net loss $200,815 Six months ended March 31, 2026
Cash and cash equivalents $327,270 Balance as of March 31, 2026
Total assets $591,958 Balance as of March 31, 2026
Total liabilities $2,284 Balance as of March 31, 2026
Equity raised $514,354 Proceeds from common stock issuance, six months ended March 31, 2026
Shares outstanding 49,103,241 shares Common stock issued and outstanding as of May 15, 2026
going concern financial
"These conditions raise substantial doubt about our ability to continue as a going concern."
A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.
Patent and Know-How License Agreement financial
"the Company entered into a Patent and Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc."
net operating loss carryforward financial
"As of March 31, 2026, the Company had a federal net operating loss carryforward of approximately $1,500,000."
Net operating loss carryforward is a tax rule that lets a company apply past operating losses against future taxable profits, similar to carrying unused coupons forward to reduce later bills. It matters to investors because these carried losses can lower future tax bills, improve cash flow and reported earnings, and therefore increase the value of a company or change the attractiveness of mergers and investments.
material weakness financial
"we did not maintain effective controls... our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
Rule 10b5-1 trading arrangement regulatory
"no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement”"
Revenue $136,500 vs $0 in the six months ended March 31, 2025
Net loss $200,815 vs $271,817 in the six months ended March 31, 2025
Cash and cash equivalents $327,270 vs $155,909 as of March 31, 2025
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 10-Q

 

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2026

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from __________ to ___________

 

Commission file number: 000-56235

 

GLOBAL INNOVATIVE PLATFORMS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

85-3816149

(STATE OR OTHER JURISDICTION

(I.R.S. EMPLOYER

OF INCORPORATION OR ORGANIZATION)

IDENTIFICATION NUMBER)

 

 

570 Lexington Green Lane

 

SanfordFlorida

32881

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

 

321-230-3739

(Registrant’s Telephone number)

 

NONE

(Former Address and phone of principal executive offices)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each Class

Trading Symbol

Name of each exchange on which registered

N/A

N/A

N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.      Yes ☐     ☒ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes ☐     ☒ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐                                      

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Emerging growth company


1


 

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

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of May 15, 2026, there were 49,103,241 shares of common stock issued and outstanding.


2


 

 

Table of Contents

 

 

PART I - FINANCIAL INFORMATION

Page

 

 

 

Item 1.

Financial Statements

4

 

 

 

 

Condensed Balance Sheets (Unaudited) as of March 31, 2026 and September 30, 2025 (Audited)

4

 

 

 

 

Condensed Statements of Operations (Unaudited) for the Three Months Ended March 31, 2026 and 2025

5

 

 

 

 

Condensed Statements of Stockholders’ Deficit (Unaudited) for the Three Months Ended March 31, 2026 and 2025

6

 

 

 

 

Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2026 and 2025

7

 

 

 

 

Notes to Condensed Financial Statements (Unaudited)

8

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

16

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

23

 

 

 

Item 4.

Controls and Procedures

24

 

 

 

 

PART II - OTHER INFORMATION

24

 

 

 

Item 1.

Legal Proceedings

24

 

 

 

Item 1A.

Risk Factors

24

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

24

 

 

 

Item 3.

Defaults Upon Senior Securities

24

 

 

 

Item 4.

Mine Safety Disclosures

24

 

 

 

Item 5.

Other Information

24

 

 

 

Item 6.

Exhibits

25

 

 

 

 

SIGNATURES

26


3


 

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

CONDENSED BALANCE SHEETS

 

 

 

March 31,

 

September 30,

 

 

2026

 

2025

Assets

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

327,270   

 

17,828   

Product Development Costs

 

-   

 

175,448   

Accounts Receivable

 

18,000   

 

-   

Advances to Related Party

 

5,512   

 

-   

Prepaid Expense

 

15,788   

 

6,000   

Total Current Assets

 

366,570   

 

199,275   

 

 

 

 

 

Property, Plant and Equipment, net of accumulated depreciation of $18,174 at March 31, 2026

 

221,606   

 

-   

 

 

 

 

 

Other Assets:

 

 

 

 

Intangible Asset - Trademark

 

3,782   

 

-   

 

 

 

 

 

Total Assets

 

591,958   

 

199,275   

 

 

 

 

 

Liabilities

 

 

 

 

Current Liabilities

 

 

 

 

Accounts Payable

 

284   

 

109   

Accrued Expense

 

2,000   

 

10,000   

Related Party Payables

 

-   

 

1,500   

Deferred Revenue

 

-   

 

-   

Total Current Liabilities

 

2,284   

 

11,609   

 

 

 

 

 

Total Liabilities

 

2,284   

 

11,609   

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 0 issued or outstanding

 

-   

 

-   

Common Stock, $0.0001 par value, 1,990,000,000 shares authorized, 48,680,657 and 44,477,241 shares issued and outstanding at March 31 and September 30, 2025, respectively

 

4,868   

 

4,448   

Additional Paid in Capital

 

2,041,085   

 

1,438,682   

Stock Subscriptions

 

-   

 

-   

Retained Earnings (Deficit)

 

(1,456,279)  

 

(1,255,464)  

Total Equity

 

589,674   

 

187,666   

 

 

 

 

 

TOTAL LIABILITIES & EQUITY

 

591,958   

 

199,275   

 

The accompanying notes are an integral part of these condensed financial statements


4


 

GLOBAL INNOVATIVE PLATFORMS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

 

 

FOR THE THREE MONTHS ENDED MARCH 31, 2026

 

FOR THE THREE MONTHS ENDED MARCH 31, 2025

 

FOR THE SIX MONTHS ENDED MARCH 31, 2026

 

FOR THE SIX MONTHS ENDED MARCH 31, 2025

 

 

 

 

 

 

 

 

 

REVENUE

 

$

106,500   

 

 

$

-   

 

 

$

136,500   

 

 

$

-   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

256,062   

 

 

 

147,810   

 

 

 

324,165   

 

 

 

260,690   

 

Research and Development

 

 

1,825   

 

 

 

3,541   

 

 

 

13,150   

 

 

 

11,127   

 

Total Expenses

 

 

257,886   

 

 

 

151,351   

 

 

 

337,315   

 

 

 

271,817   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(151,386)  

 

 

 

(151,351)  

 

 

 

(200,815)  

 

 

 

(271,817)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Other Income (Expense)

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME (LOSS) BEFORE TAXES

 

 

(151,386)  

 

 

 

(151,351)  

 

 

 

(200,815)  

 

 

 

(271,817)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TAXES

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

 

-   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS)

 

$

(151,386)  

 

 

$

(151,351)  

 

 

$

(200,815)  

 

 

$

(271,817)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income (Loss) per Common Share: Basic and Diluted

 

$

(0.003)  

 

 

$

(0.004)  

 

 

$

(0.004)  

 

 

$

(0.007)  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Common Shares Outstanding: Basic and Diluted

 

 

46,716,156   

 

 

 

38,427,463   

 

 

 

45,613,732   

 

 

 

37,080,187   

 

 

The accompanying notes are an integral part of these condensed financial statements


5


 

GLOBAL INNOVATIVE PLATFORMS INC.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT

(UNAUDITED)

 

 

Common Shares

 

Stock

 

Additional

 

Retained

 

 

 

Shares

 

Amount

 

Subscriptions

 

Paid-In Capital

 

(Deficit) Earnings

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at October 1, 2024

 

33,745,491   

 

3,375   

 

75   

 

500,625   

 

$ (537,213)  

 

$ (33,138)  

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares Issued for Stock Subscriptions

 

750   

 

-   

 

(75)  

 

75   

 

-   

 

-   

Common Stock issued for Cash

 

2,875,000   

 

287   

 

-   

 

286,213   

 

-   

 

286,500   

Common Stock issued for Services

 

680,000   

 

68   

 

-   

 

1,088   

 

-   

 

1,156   

Net loss for the period

 

-   

 

-   

 

-   

 

-   

 

(120,467)  

 

(120,467)  

Balance at December 31, 2024

 

37,301,241   

 

3,730   

 

-   

 

788,001   

 

$ (657,680)  

 

134,051   

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock issued for Cash

 

1,795,000   

 

180   

 

-   

 

180,820   

 

-   

 

181,000   

Common Stock issued for Services

 

15,000   

 

1   

 

-   

 

0   

 

-   

 

1   

Net loss for the period

 

-   

 

-   

 

-   

 

-   

 

(151,351)  

 

(151,351)  

Balance at March 31, 2025

 

39,111,241   

 

3,911   

 

-   

 

968,821   

 

$ (809,031)  

 

163,701   

 

Balance at October 1, 2025

 

44,477,241   

 

4,448   

 

-   

 

1,438,682   

 

$ (1,255,464)  

 

187,666   

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares Issued for Services

 

1,429,000   

 

143   

 

--   

 

2,286   

 

-   

 

2,429   

Common Stock issued for Cash

 

74,000   

 

7   

 

-   

 

18.493   

 

-   

 

18,500   

Net income for the period

 

 

 

 

 

 

 

 

 

(49,429)  

 

(49,429)  

Balance at December 31, 2025

 

45,980,241   

 

4,598   

 

-   

 

1,459,461   

 

$ (1,304,893)  

 

159,166   

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Shares Issued for Services

 

717,000   

 

71   

 

-   

 

85,969   

 

-   

 

86,040   

Common Stock issued for Cash

 

1,983,416   

 

199   

 

-   

 

495,655   

 

-   

 

495,854   

Net income (loss) for the period

 

-   

 

-   

 

-   

 

-   

 

(151,386)  

 

(151,386)  

Balance at March 31, 2026

 

48,680,657   

 

4,868   

 

-   

 

2,041,085   

 

$ (1,456,279)  

 

589,674   

 

The accompanying notes are an integral part of these condensed financial statements


6


 

GLOBAL INNOVATIVE PLATFORMS INC.

CONDENSED STATEMENTS OF CASH FLOW

(UNAUDITED)

 

 

 

FOR THE
SIX MONTHS
ENDED
MARCH 31, 2026

 

FOR THE
SIX MONTHS
ENDED
MARCH 31, 2025

 

 

 

 

 

Cash Flow from Operating Activities:

 

 

 

 

 

 

 

 

Net Income (loss)

 

$ (200,815)  

 

$ (271,817)  

Adjustments to reconcile net income to net cash used in operating activities:

 

Noncash Expenses

 

88,469   

 

1,158   

Depreciation

 

18,174   

 

-   

Changes in working capital items:

 

 

 

 

Prepaid expense

 

(9,788)  

 

-   

Accounts receivable

 

(18,000)  

 

--   

Accounts payable

 

175   

 

1,281   

Advances to Related Parties

 

(5,512)  

 

(11,023)  

Accrued expense

 

(8,000)  

 

-   

Accruals – related party

 

(1,500)  

 

(31,205)  

Net Cash Used in Operating Activities

 

(136,797)  

 

(311,606)  

 

 

 

 

 

Cash Used in Investing Activities

 

 

 

 

    Purchase of Software, Equipment and Trademark

 

(68,115)  

 

-   

Net Cash Flow Used in Investing Activities

 

(68,115)  

 

-   

 

 

 

 

 

Cash Flow from Financing Activities

 

 

 

 

Issuance of Stock for Cash

 

514,354   

 

467,500   

Net Cash Provided by Financing Activities

 

514,354   

 

467,500   

 

 

 

 

 

Net Change in Cash:

 

309,442   

 

155,894   

 

 

 

 

 

Beginning Cash:

 

17,828   

 

15   

 

 

 

 

 

Ending Cash:

 

327,270   

 

155,909   

 

 

 

 

 

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

 

$ (1,073,230)  

 

$ (687,299)  

Net Cash Used in Investing Activities

 

$ (244,563)  

 

$ (1,000)  

Net Cash Provided by Financing Activities

 

$ 1,645,063   

 

$ 844,208   

 

 

 

 

 

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

 

Conversion of Product Development Costs to Fixed Asset

 

175,488   

$ —   

 

The accompanying notes are an integral part of these condensed financial statements


7


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


NOTE 1. NATURE OF OPERATIONS

 

Nature of Business

 

Global Innovative Platforms Inc., a Delaware corporation, (“Global Innovative Platforms,” “the Company,” “We,” “Us” or “Our’) 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 gas chromatography and A.I. software to provide breath analysis. The Company’s mission is to create early detection technology seeking to address of a wide array of animal related abnormalities. Applications range from disease and treatment effectiveness to potentially toxic environmental and food conditions.

 

History

 

We were originally named Canning Street Corporation, having been incorporated in 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.

 

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

 


8


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


Disposal of AAWC Corporation.

 

Effective September 30, 2020, GIP disposed of 100% of the issued share capital of its sole subsidiary company, AAWC Corporation., to an unrelated third party for a $1,000 payment made to the purchaser to assume ownership of the subsidiary company with outstanding liabilities.

 

NOTE 2. GOING CONCERN

 

Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have limited ongoing business income and had a retained deficit of $1,456,279 as of March 31, 2026. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties. Our ability to continue as a going concern is dependent upon our ability to raise additional debt or equity funding to meet our ongoing operation and develop profitable ongoing operations. No assurances can be given that we will be successful in achieving these objectives.

 

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. We have selected September 30 as our fiscal year end. We have not earned any revenue to date.

 

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 statements 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 year ended September 30, 2026 and the quarters ended March 31, 2026 and 2025. The Company has selected September 30 as its financial year end.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of March 31, 2026, our cash balance was $327,270.

 

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.

 


9


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


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 Note 4 below for details of related party transactions in the period presented.

 

Fixed Assets

 

We did not own any fixed assets as of September 30, 2025 but did acquire fixed assets as March 31, 2026, which are stated at cost including capitalized product development cost less depreciation, using the straight-line method over estimated useful lives of 5 years as prescribed under law.

 

Leases

 

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet.

 

ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term.

 

We were not party to any long term lease transactions during the three months ended March 31, 2026 or March 31, 2025.

 

Income Taxes

 

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

 

Uncertain Tax Positions

 

We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.


10


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


 

Revenue Recognition

 

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 

Step 1: Identify the contract(s) with customers

 

Step 2: Identify the performance obligations in the contract

 

Step 3: Determine the transaction price

 

Step 4: Allocate the transaction price to performance obligations

 

Step 5: Recognize revenue when the entity satisfies a performance obligation

 

Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams.

 

On November 3, 2026, the Company announced it has entered into an agreement with 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, the Company will supply VOCAM Plus units and related support services to enable evaluation and validation of its Breathomics-based diagnostic system. During the six months and the three months ended March 31, 2026, we billed and collected $136,500 under this contract recognizing $136,500 and $106,500 in revenue, which was with our only customer during that period. Prior to that date, we did not recognize any revenue.

 

Advertising Costs

 

We expense advertising costs when advertisements occur. No advertising costs were incurred during the three months ended March 31, 2026, or March 31, 2025.

 

Equity Stock issued for Services

 

During the quarter ended March 31, 2026, the Company issued 717,000 equity shares to non-employees in consideration for professional and consulting services rendered at $ 0.12 per share

 

On December 31, 2025,  the Company issued 1,429,000 equity shares to non-employees in consideration for professional and consulting services rendered at $ 0.0017 per share. 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.


11


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


 

Product under Development

 

Upon achievement of technical feasibility, as determined by management based on the completion of a detailed program design or working model, directly attributable development costs are capitalized as an asset. Capitalized development costs include payroll, consulting fees, materials, and other directly allocable costs incurred after technical feasibility has been established.

 

As of September 30, 2025, the Company had not yet achieved market feasibility for its product. Accordingly, costs incurred in connection with product development after research phase have been considered as product development cost as of September 30, 2025.

 

The Company has capitalized Product Development cost as a Fixed Asset upon achieving market feasibility in October, 2025.

 

Founder Shares Valuation

 

Founder shares have been issued for cash and services at a nominal value of $0.001 per share, reflecting the early stage of the company’s development and the uncertainty surrounding its future valuation. This valuation is based on the founders’ contributions to the company’s intellectual property and market potential at the time of issuance.

 

Stock Based Compensation

 

The cost of equity instruments issued to non-employees in relation to Research and Development is measured by an arbitrary amount agreed upon between the Company and the provider. The cost of services other than research and development received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.

 

Net Loss per Share Calculation

 

Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income 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.

 

No potentially dilutive debt or equity instruments were issued or outstanding during the three months ended March 31, 2026, or March 31, 2025.

 

Recent Accounting Pronouncements

 

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

 

NOTE 4. SHARES ISSUED - RELATED PARTIES

 

During the quarter ended March 31, 2026, the Company issued 717,000 equity shares to non-employees in consideration for professional and consulting services rendered at $ 0.12 per share  of which 250,000 shares were issued to a related party (our CEO) for services valued at $30,000. In December 2025, the Company issued 1,429,000 shares for $2,429 of services, of which 250,000 shares were issued to a related party (our CEO) for services valued at $425

 

In October, 2024 and March, 2025, the Company issued 3,555,750 shares for $286,500 in cash, $75 stock subscriptions and $1,188 of services, of which 500,000 shares were issued to related parties for services valued at $850.

 

Related Party Accruals

 

During the year ended September 30, 2023, and modified as of August 27, 2025, the Company entered into a contract (see note 7) with a party who has the right to obtain 638,532 shares. The License Agreement obligated us to make an upfront payment of $10,000 paid thirty days from the date of the License Agreement, $50,000 during the first quarter following the Effective Date and then $50,000 per quarter thereafter until the full $250,000 was paid. To date, we have paid $200,000 ($40,000 for the six months and the quarter ending March 31, 2026) to the related party. We have also paid $110,230 for VOCAM units  during the quarter and six-months ended March 31, 2026 and as a result we are in good standing under the License Agreement. Further, in consideration of the rights and licenses granted


12


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


under the License Agreement, the Company is required to pay a royalty of 3% of net sales of all Licensed Products in the field of use throughout the world during the term of the License Agreement. We did not accrue royalties during the quarter due to their immaterial nature but expect to begin paying royalties in early 2026 upon completion of an extension of our contract with Defiant.

 

The Company entered into a contract for facilities rental with its Chief Executive Officer during the six months ended March 31, 2026. Under this arrangement, $1,500 was accrued at September 30, 2025 and $-0- was accrued at March 31, 2026 and we paid $8,500 and $4,500 in rent for the six months and the quarter ended March 31, 2026 and we also paid $9,000 and $4,500 in rent for the six months and the quarter ended March 31, 2025.

 

NOTE 5. INCOME TAXES

 

On March 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 34% to 21%, a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries, net operating loss deduction limitations, a base erosion, anti-tax abuse tax and a deduction for foreign-derived intangible income and a new provision designed to tax global intangible low-taxed income.

 

We did not provide any current or deferred US federal income tax provision or benefit during the three months ended March 31, 2026, or March 31, 2025 as we incurred tax losses or covered any potential obligation with offsetting tax carry forwards during the period. When it is more likely than not that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.

 

The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three months ended March 31, 2026, or March 31, 2025 as defined under ASC 740, “Accounting for Income Taxes.” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.

 

The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.

 

The sources and tax effects of the differences for the periods presented are as follows:

 

 

 

Six Months Ended
March 31, 2026

 

Six Months Ended
March 31, 2025

 

 

 

 

 

Statutory U.S. Federal Income Tax Rate

 

21 %

 

21 %

State Income Taxes

 

5 %

 

5 %

Change in Valuation Allowance

 

(26)%

 

(26)%

Effective Income Tax Rate

 

0 %

 

0 %

 

A reconciliation of the income taxes computed at the statutory rate is as follows:

 

 

 

Six Months Ended
March 31, 2026

 

Six Months Ended
March 31, 2025

Tax credit (expense) at statutory rate (26%)

 

52,212   

 

70,672   

Increase (decrease) in valuation allowance

 

(52,212)  

 

(70,672)  

Net deferred tax assets

 

-   

 

-   

 

As of March 31, 2026, the Company had a federal net operating loss carryforward of approximately $1,500,000. The federal net operating loss carryforward does not expire but may only be used against taxable income to 80%. No tax benefit has been reported in the financial statements. The annual offset of this carryforward loss against any future taxable profits may be limited under the provisions of Internal Revenue Code Section 381 upon any future change(s) in control of the Company.


13


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


 

All of the Company’s income tax returns are currently open to audit by federal and state jurisdictions.

 

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 2025 are currently open to audit by federal and state jurisdictions.

 

NOTE 6. COMMITMENTS & CONTINGENCIES

 

Legal Proceedings

 

We were not subject to any legal proceedings during the six months and the three months ended March 31, 2026 or March 31, 2026 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, the Company has agreed to make an initial payment of $50,000, which was due 30 days from the effective date of the License Agreement (or, at Defiant’s discretion, $225,000 in a lump sum within 45 days from the effective date). Further, in consideration of the rights and licenses granted under the License Agreement, the Company is required to pay Defiant a royalty of 3% of net sales of all Licensed Products in the field of use throughout the world during the term of the License Agreement. To date, we have paid $200,000 ($40.000 during the quarter and the six months  ended March 31, 2026) 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. We have also paid $110,230 for VOCAM units (including $55,433  during the quarter ended March 31, 2026) and six-months ended March 31, 2026 and as a result we are in good standing under the License Agreement. We also paid $5,511 as a deposit on an additional VOCAM unit as of March 31, 2026. Further, in consideration of the rights and licenses granted under the License Agreement, the Company is required to pay a royalty of 3% of net sales of all Licensed Products in the field of use throughout the world during the term of the License Agreement. We did not accrue royalties during the quarter due to their immaterial nature but expect to begin paying royalties in early 2026 upon completion of an extension of our contract with Defiant.

 

NOTE 7. SHAREHOLDERS’ DEFICIT

 

Preferred Stock

 

As of March 31, 2026 and 2025 and for the years ended March 31, 2026 and 2025, we were authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001.

 

No shares of preferred stock were issued and outstanding as of September 15, 2020 (Inception), the effective date of the Holding Company Reorganization, and no shares of preferred stock were issued and outstanding through March 31, 2026.

 

No series of preferred stock or rights for preferred stock had been designated at March 31, 2026.

 

Common Stock

 

As of March 31, 2026 and March 31, 2025, we were authorized to issue 1,990,000,000 shares of common stock with a par value of $0.0001.

 


14


GLOBAL INNOVATIVE PLATFORMS INC.

Notes to the Condensed Financial Statements

(Unaudited)


In December, 2025, the Company issued 1,429,000 shares for $2,429 of services, of which 250,000 shares were issued to a related party (our CEO) for services valued at $425. The Company also issued 74,000 shares for $18,500 in cash. We also issued 717,000 shares for $86,040 for services in March, 2026 and sold 1,983,416 shares for $495,854.

 

In October 2024 and March, 2025, the Company issued 3,555,750 shares for $286,500 in cash, $75 stock subscriptions and $1,188 of services, of which 500,000 shares were issued to related parties for services valued at $850.

 

As of March 31, 2026 and September 30, 2025, 48,680,657 and 44,477,241 shares of common stock were issued and outstanding, respectively.

 

On August 9, 2025, the Company adopted the Global Innovative Platforms, Inc. 2025 Omnibus Equity Incentive Plan (the “Plan”) to benefit the Company and its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly, the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the foregoing. The aggregate number of Shares that may be issued under the Plan shall not exceed 8,000,000 Shares. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration.

 

The Plan shall continue in effect, unless sooner terminated until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date).

 

Under the plan, On August 9, 2026, we agreed to issue 1,500,000 shares to an independent consultant.

 

Warrants

 

No warrants were issued or outstanding during the six months and the three months ended March 31, 2026 or 2025.

 

Stock Options

 

We currently have no stock option plan.

 

No stock options were issued or outstanding during the six months and the three months ended March 31, 2026 or 2025.

 

NOTE 8. SUBSEQUENT EVENTS

 

The Company evaluated subsequent events after March 31, 2026, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements and has determined there have been no subsequent events for which disclosure is required. The Company did issue and sell 422,584 shares of its common stock during April 2026 to investors for $105,646 ($0.25 per share) to close out our exempt offering under Regulation A.


15



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.

 

The independent registered public accounting firm’s report on the Company’s consolidated financial statements as of September 30, 2025 and 2024 includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.

 

Our actual results could differ materially from those discussed in the forward-looking statements. In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

 

Plan of Operation

 

The Company’s plan of operation is to obtain debt or equity 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 limited revenues and continues to generate operating losses. The Company has no committed source for any funds as of date hereof and there is no guarantee that it will be able to raise capital needed to fully implement its business plan or at terms that are reasonably acceptable. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, and although it has begun to achieve sales and royalty income as a subsequent event these are limited and it could fail in business as a result of these uncertainties.

 

The Company may incur debt to finance its future operations, although it does not currently contemplate doing so. Any such borrowing will increase the risk of loss to the investor in the event the Company is unsuccessful in repaying such loans.

 

Funding requirements

 

We expect our research, product launch and product development and general and administrative expenses and our operating losses will increase in the future as we complete final modifications and any potential future product candidates that we may develop through our studies. Due to the numerous risks and uncertainties associated with research, development and commercialization of product candidates, changes in the outcome of any factors with respect to the development of a product candidate could mean a significant change in the costs and timing associated with the development of that product candidate in addition to the existing expenses associated with operating as a growing public company. Our future capital requirements, both short- and long-term, will depend on a variety of factors, including, but not limited to:

 

·the rate of progress in the development of test results and our potential future product candidates, if any; 

·the scope, progress, results and costs of non-clinical studies, preclinical development, and laboratory testing for other types of worms in animals and any potential future product candidates and associated development programs; 

·the number and scope of preclinical studies trials that we pursue; 

·the costs, timing, and outcomes of seeking and obtaining approvals by trade associations, including the potential for such authorities to require that we perform more preclinical studies or clinical trials than those that we currently expect or for such authorities to change their requirements on studies that had previously been contemplated; 

·our ability to establish licensing or collaboration agreements or other strategic agreements; 

·the achievement of milestones or other developments under any licensing or collaboration agreements; 

·the extent to which we are obligated to reimburse, or entitled to reimbursement of, clinical trial costs under any license or collaboration agreements; 

·the costs to establish, maintain, expand, enforce, and defend the scope of our intellectual property portfolio, including the amount and timing of any payments we may be required to make, or that we may receive, in connection with licensing, preparing, filing, prosecuting, defending and enforcing any patents or other intellectual property rights; 


16



·the costs associated with successfully defending against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party; 

·the costs of acquiring, licensing, or investing in additional businesses, products, product candidates, and technologies that we may identify; 

·the costs to manufacture or to have manufactured a sufficient, reliable, timely, and affordable supply of equipment that can be used in clinical trials and for commercial launch; 

·the costs of commercializing product candidates, if approved, whether alone or in collaboration with others; 

·the amount of revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval; 

·the costs of building or contracting sales, marketing, and/or distribution capabilities, systems, and internal infrastructure for any product candidate that receives marketing approval; 

·the impact of competitors' product candidates and technological advances and other market developments; 

·the expenses needed to attract and retain skilled personnel; and 

·the size of the markets and degree of market acceptance of any product candidates, including product pricing, product coverage, and the adequacy of reimbursement by third-party payors. 

·the risk of field contamination and the risk that further lab testing may yield results that affect our current findings. 

 

Our business plans may change in the future and we will continue to require additional capital to meet the needs of our operating expenses.

 

We have limited capital and we will need to raise additional capital in order to fund our opera1ing expenses and capital expenditure requirements through the year ended September 30, 2025, and beyond. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.

 

Until such time, if ever, as we can generate sufficient enough product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our 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 few years to reach widespread adoption if ever.

 

For the Six Months and the Three Months ended March 31, 2026 we reported net losses of $(200,815) and $(151,386) compared to a loss of $(271,817) and ($151,351), for the six months and three months ended March 31, 2025. Our net loss in the Three Months ended March 31, 2026 have resulted principally from our new contract licensing the use of technology we have partially completed developing, pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our losses for Three Months ended March 31, 2025 had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As of March 31, 2026, we had an accumulated deficit of $1,456,279, and we had cash and cash equivalents of $327,270.


17



We expect to continue to incur significant net operating losses for the foreseeable future. We anticipate that our expenses will increase substantially if, and as we:

 

·continue to conduct our ongoing testing of heartworm as well as initiate and complete studies of additional worms; 

·manufacture, or have manufactured, clinical and commercial supplies of our breath capture devices; 

·attract, hire and retain additional clinical, scientific, and management personnel; 

·implement operational, financial, and management information systems; 

·add quality control, quality assurance, legal, compliance, and other groups to support our operations; 

·obtain, maintain, protect, expand and enforce our intellectual property portfolio, including intellectual property obtained through license agreements; 

·defend against any claims by third parties that we have infringed, misappropriated or otherwise violated any intellectual property of any such third party; 

·make royalty, milestone or other payments under current, and any future, license or collaboration agreements; 

·establish a sales, marketing and distribution infrastructure, either ourselves or in partnership with others, to commercialize heartworm, and other tests; 

·potentially experience any delays, challenges, or other issues associated with other potential products we may discover from our customer database, and 

·incur additional legal, accounting, investor relations and other general and administrative expenses associated with expanding operations as a public company. 

 

Our net operating losses may fluctuate significantly from period to period, depending upon the timing of our expenditures on research and development activities. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the change in our accounts payable and accrued expenses and other current liabilities.

 

As a result, we will need additional financing to support our continuing operations. To date, we have funded our operations primarily with the proceeds from the issuance and sale of our Common Stock. We only have one product approved for sale and have generated only limited revenue from product sales since our inception. Until we can generate sufficient product revenue to finance our cash requirements, if ever, we expect to fund our operations through equity offerings or debt financings, credit or loan facilities, potentially other capital resources, or a combination of one or more of these funding sources. We may be unable to raise additional funds or enter into other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development or commercialization of heartworm and one or more potential future product candidates, which could have a material adverse effect on our business, results of operations or financial condition.

 

Because of the numerous risks and uncertainties associated with research and development of product candidates, we are unable to predict the timing or amount of increased expenses or when or if we will be able to achieve or maintain profitability. Even if we are able to generate revenue from product sales, we may not become profitable. If we fail to become profitable or are unable to sustain profitability on a continuing basis, then we may be unable to continue our operations at planned levels and be forced to reduce or terminate our operations.

 

Summary of Financial and Operating Performance

 

Results of Operations for the Six Months and the Three Months Ended March 31, 2026 and 2025

 

Our net income (loss) and comprehensive income (loss) for our Three Months ended March 31, 2026, for our Three Months ended March 31, 2025, and the changes between those periods for the respective items are summarized as follows:


18



 

 

For the Three Months Ended March 31,

 

For the Six Months Ended March 31,

 

 

2026

 

2025

 

Change

 

2026

 

2025

 

Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenue

 

$ 106,500   

 

$ -   

 

$ 106,500   

 

$ 136,500   

 

$ -   

 

$ 136,500   

 

 

 

 

 

 

 

 

 

 

 

 

 

Research and Development

 

1,825   

 

3,541   

 

(1,716)  

 

13,150   

 

11,127   

 

2,023   

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

203,187   

 

91,046   

 

112,141   

 

246,719   

 

179,060   

 

67,660   

Professional fees

 

9,991   

 

2,890   

 

7,101   

 

12,991   

 

11,500   

 

1,491   

Public Entity expenses

 

2,884   

 

3,874   

 

(990)  

 

24,454   

 

10,130   

 

14,384   

Other operating expenses

 

40,000   

 

50,000   

 

(10,000)  

 

40,000   

 

60,000   

 

(20,000)  

Total operating expenses

 

256,062   

 

147,810   

 

108,753   

 

324,165   

 

260,690   

 

63,475   

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Expenses

 

257,887   

 

151,351   

 

106,536   

 

337,315   

 

271,817   

 

65,498   

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

(151,387)  

 

(151,351)  

 

(36)  

 

(200,815)  

 

(271,817)  

 

71,102   

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

—   

 

—   

 

—   

 

—   

 

—   

 

—   

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (151,387)  

 

$ (151,351)  

 

$ (36)  

 

$ (200,815)  

 

$ (271,817)  

 

$ 71,102   

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) per share (basic and diluted)

 

$ (0.003)  

 

$ (0.004)  

 

$ 0.001   

 

$ (0.004)  

 

$ (0.007)  

 

$ 0.003   

 

Significant items affecting net income (loss) other than time differential are noted below.

 

Revenue

 

During the six months and the three months ended March 31, 2026, we billed and collected $136,500 and $106,500, respectively,  in revenue from licensing our technology. We did not recognize any revenue during the six months and the three months ended March 31, 2025, as our technology was not market ready during these periods.

 

Research and Development (R&D) is defined as creative and systematic work to increase the stock of knowledge and devise new applications for existing knowledge to create new or improved products, processes, or services. It includes the costs of basic research (in our case, acquiring new knowledge of the Volatile Organic Compounds (VOCs) in breathprints for heartworm in dogs), applied research (in our case, solving the specific problem of determining what relevant VOCs could be economically measured in breathprints, including early detection and staging, with confidence), and development (creating new products or processes that will allow us to successfully use the research findings in the marketplace). The costs are typically expensed as incurred on the income statement.

 

Direct Components of R&D

 

Examples of activities included in R&D we incurred are the following:

 

Research

·Laboratory research to discover new knowledge. 

 

Applied Research

·Conceptual formulation and design of product alternatives 

·Testing to evaluate product or process alternative 

 

Development

·Design, construction, and testing of pre-production prototypes and Costs for software development 

 

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. 


19



·Indirect labor Include administrative support costs that directly benefit research projects. 

 

During the six months and the three months ended March 31, 2026, we incurred total research and development expenses of $13,150 and $1,825, respectively, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the six months and the three months ended March 31, 2025, we incurred expenses of $11,127 and $3,541, which was predominately due to set up costs for future research testing in additional products.

 

Operating expenses include professional fees, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs.. Operating expenses incurred related primarily to personnel costs of officers and consultants, as well as the activities necessary to support corporate and shareholder duties and are detailed in the above table. For the six months  and the three months ended March 31, 2026, we incurred operating expenses of $256,062 and $147,810, as compared to $324,165 and $260,690 for the six months and the three months ended March 31, 2025 primarily due to the increase in general and administrative expenses.

 

The specific components of Operating Costs are as follows:

 

General and Administrative Expenses comprising general office expenditures fees of $203,187 and $91,046 during the six months and the three months ended March 31, 2026. During the six months and the three months ended March 31, 2025, we incurred general and administrative expenses of $246,719 and $179,060, We reemphasized commencing operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods. These costs were substantially personnel related.

 

Professional Fees for the six months and the three months ended March 31, 2026 were $9,991 and $2,890, respectively, having changed from $12,991 and $11,500 in the six months and the three months ended March 31, 2025 due to timing differences in incurring costs associated with preparation for a registration statement the Company ultimately filed in May 2025 .

 

Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs for the six months and the three months ended March 31, 2026 were $2,884 and $3,874, respectively, having increased from $24,454 and $10,130 in the six months and the three months ended March 31, 2025 due to a consulting fee of $20,000 incurred to upgrade our trading status of our publicly traded shares.

 

Other operating expenses include license fees.. Costs also decreased to $50,000 and $40,000 in the three months and six months ended March 31, 2026 as compared to $60,000 and $40,000 in the three months  and six months ended March 31, 2025 primarily due to elections of the timing to pay a fee over the life of the contract. The timing of the costs was negotiated and influenced by purchasing VOCAM Units.

 

Interest and Other Income (Expenses) Net

 

During the six month and three month periods ended March 31, 2026 and 2025, we recognized no interest and other income (expenses), net in the period.

 

Loss before Income Tax

 

During the six months and the three months ended March 31, 2026, we recognized a net loss before income taxes of $(151,387) and $(151,351), whereas for the six months and three months ended March 31, 2025, we incurred a loss before income taxes of $(200,815) and ($271,817) due to the factors discussed above.

 

Provision for Income Tax

 

No provision for income taxes was recorded during the six months and the three months ended March 31, 2026 and no provision for income taxes was recorded during the six months and the three months ended March 31, 2025 as we incurred taxable losses in both periods.

 

Net Loss

 

During the six months and the three months ended March 31, 2026, we recognized a net loss of $(151,387) and $(151,351), whereas for the six months and the three months ended March 31, 2025, we incurred a loss of $(200,815) and ($271,817) due to the factors discussed above.


20



Liquidity and Capital Resources

 

LIQUIDITY

 

At March 31, 2026 we had total liquid current assets of $321,170. At March 31, 2026, we had total liabilities of $2,284, all of which were currently payable.

 

The Company has limited cash and will require additional financing to continue operations beyond the near term. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

 

We have had no revenue generating operations until the quarter ended March 31, 2026 from which we can internally generate funds. To date, our ongoing operations have been financed by equity investments. While we have begun to generate revenue, it is not enough to cover our desired operating costs and research. We believe we will be able to secure additional financings in the future; we cannot predict the size or pricing of any such financings.

 

Unless we successfully transform operations through our business plan, we expect that the Company will operate at a loss for the foreseeable future. The Company’s ability to continue operations and fund our current work plan is dependent on management’s ability to secure additional financing. These amounts may increase as we intensify our product development and product launches commence into an operation for the company going forward.

 

We currently have no further material funding commitments or arrangements for additional financing at this time and there is no assurance that we will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty whether we will be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management intends to pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered offerings,

 

at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm’s length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.

 

Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the years ended September 30, 2025 and 2024, disclose that substantial doubt exists as to our ability to continue in business. The financial statements have been prepared under the assumption that we will continue as a going concern. We are an 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.

 

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and attempt to expand our opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.

 

Future losses are likely to occur as, until we are able to develop a profitable operation and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.

 

As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ending September 30, 2025, and the quarter ended March 31, 2026, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.


21



Our primary sources and uses of cash for the six months ended March 31, 2026 and 2025 were as follows:

 

 

 

Six Months Ended

 

Six Months Ended

 

 

March 31, 2026

 

March 31, 2025

 

 

 

 

 

Net Cash Provided by (Used in) Operating Activities

 

$ (136,797)  

 

$ (311,606)  

Net Cash Flows (used in) Investing Activities

 

(68,115)  

 

—   

Net Cash Flows from Financing Activities

 

514,354   

 

467,500   

 

 

 

 

 

Net Movement in Cash and Cash Equivalents

 

$ 309,442   

 

$ 155,894   

 

Cash Used in Operating Activities

 

During the six months ended March 31, 2026, we incurred a net loss of $(200,815) which after adjustments for noncash services of $88,469, depreciation of $18,174, and an increase of $18,000 of accounts receivables along with other working capital items resulted in net cash of $136,797 provided by operations.

 

During the six months ended March 31, 2025, we incurred a net loss of $(271,817) which after adjustments for an increase in accounts payable of $18,746 and noncash expense of $1,156, resulting in net cash of $311,606 being used in operations.

 

Investing Activities

 

During the six months ended March 31, 2026, the Company purchased a VOCAM Unit costing $55,433  and purchased software of $8900 and obtained a trademark costing $3,782. During the six months ended March 31, 2025, the Company did not have any investing activities.

 

Financing Activities

 

During the six months ended March 31, 2026, we had no financing activities other than $514,354 which was collected from the sale of common stock. During the six months ended March 31, 2025, we had no financing activities other than $467,500 which was collected from the sale of common stock.

 

We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders`. In addition, we are dependent upon our controlling shareholder to obtain continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

 

CRITICAL ACCOUNTING POLICIES

 

A summary of our significant accounting policies is detailed in Note 3 to the Financial Statements. We have outlined below those policies identified as being critical to the understanding of our business and results of operations and that require the application of significant management judgment. All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

Inflation

 

In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.

 

Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.

 

Off-Balance Sheet Arrangements

 

Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of March 31, 2026 and as of March 31, 2025, we had no off-balance sheet arrangements.


22



Recently Issued Accounting Pronouncements

 

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.

 

Cash Flow Considerations

 

The Company has historically relied upon shareholder financings, and to a lesser degree, debt financings, to satisfy its capital requirements and will continue to depend heavily upon equity capital to finance its activities. The Company may pursue debt financing in the medium term if it is able to procure such financing on terms more favorable than available equity financing; however, there can be no assurance the Company will be able to obtain any required financing in the future on acceptable terms.

 

The Company has limited financial resources compared to its proposed expenditures, no source of operating income, and no assurance that additional funding will be available to it for current or future projects, although the Company has been successful in the past in financing its activities through related party advances.

 

It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and 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.

 

Debt Covenants

 

The Company was in good standing with its lenders as of March 31, 2026 and 2025. 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

Our sole executive officer, who serves as the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026 (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our sole executive officer, who serves as the Chief Executive Officer and Chief Financial Officer has concluded, based upon the evaluation described above, that, as of March 31, 2026, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.


23



Material Weakness

 

In connection with the preparation of our financial statements for the three months ended March 31, 2026, we determined that we did not maintain effective controls over certain aspects of the financial reporting process because: (i) we lack a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, (ii) there is inadequate segregation of duties due to the limitation on the number of our accounting personnel, and (iii) we have insufficient controls and processes in place to adequately verify the accuracy and completeness of spreadsheets that we use for a variety of purposes for our financial reporting.

 

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. However, due to our size and our financial resources, remediating the several identified weaknesses has not been possible and may not be economically feasible now or in the future.

 

Changes in Internal Control Over Financial Reporting

 

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

None.

 

ITEM 1A. RISK FACTORS

 

Not Applicable to Smaller Reporting Companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the six months ended March 31, 2026, the Company issued 2,057,416 shares of common stock for cash and 2,146,000 shares of common stock for services. The issuances for cash provided aggregate proceeds of $514,354. The issuances were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

During the quarter ended March 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. On April 1, 2026 the Company added Elyssa Campbell, Earnest Anthony Porter, David Michael Mauer and James C. Jones to its board of directors.


24



ITEM 6. EXHIBITS

 

Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.

 

Exhibit No. 

  

Title of Document 

  

  

  

3.1 

  

Certification of Incorporation - Delaware – Canning Street Corporation – .9.15.2020 (1)

  

  

  

3.2 

  

Bylaws (1)

  

  

  

3.3

  

Certificate of Amendment of Certificate of Incorporation - 10.23.2020 (1)

 

 

 

3.4

  

Certificate of Amendment to the Certificate of Incorporation dated May 10, 2021 (3)

 

 

 

3.5

  

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 (1)

 

 

 

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, 2023 (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

  

  

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 March 28, 2020.

 

(2) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on April 2, 2021.

 

(3) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on May 13, 2021.

 

(4) Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on January 26, 2026.

 

(5) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on August 23, 2023.

 

* Filed herewith.


25



SIGNATURES

 

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GLOBAL INNOVATIVE PLATFORMS, INS.

(Registrant)

 

Dated:  May 20, 2026

By:

/s/ Andrew Brown

 

 

Andrew Brown

 

 

(Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, and Principal Accounting Officer)


26

FAQ

How much revenue did Global Innovative Platforms (GIPL) generate in Q2 2026?

Global Innovative Platforms generated $106,500 in revenue for the quarter ended March 31, 2026. All revenue came from a single agreement with a leading global animal health company using its VOCAM Plus diagnostic technology for canine heartworm detection.

What was Global Innovative Platforms’ net loss for the six months ended March 31, 2026?

For the six months ended March 31, 2026, Global Innovative Platforms reported a net loss of $200,815. This compares with a loss of $271,817 in the prior-year period, reflecting higher operating costs partially offset by initial contract revenue and equity-funded expansion.

What is Global Innovative Platforms’ cash position and debt level as of March 31, 2026?

As of March 31, 2026, Global Innovative Platforms held cash and cash equivalents of $327,270 and reported total liabilities of only $2,284. The balance sheet shows operations financed primarily through equity issuance rather than debt, leaving the company lightly leveraged but capital-dependent.

Why does Global Innovative Platforms (GIPL) have a going-concern warning?

The going-concern warning arises from limited ongoing business income and a retained deficit of $1,456,279 as of March 31, 2026. Management states continued operations depend on raising additional debt or equity financing and developing profitable operations, both of which remain uncertain.

How is Global Innovative Platforms funding its operations in 2026?

During the six months ended March 31, 2026, the company raised $514,354 through common stock sales and issued additional shares for services. These equity financings, along with modest revenue, funded research, license payments, administrative costs, and equipment purchases such as VOCAM diagnostic units.

How many shares of Global Innovative Platforms common stock are outstanding?

As of May 15, 2026, Global Innovative Platforms had 49,103,241 shares of common stock issued and outstanding. Share count increased from 44,477,241 at September 30, 2025, reflecting new issuances for cash proceeds and compensation to consultants and related parties.