GIPL 10-K & 10-Q changes, risk factors and insider trading
Global Innovative Platforms Inc. · OTC · Surgical & Medical Instruments & Apparatus · CIK 1837774 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Our stock will in all likelihood continue to be thinly traded and as a result investors may be unable to sell at or near ask prices or at all if i investors need to liquidate their shares.”
New heading “Risks Related to Securities Compliance and Regulation”
New heading “Risks Related to Purchasers of our Shares”
Removed heading “WE HAVE A SHARHOLDERS’ DEFICIT AND ANTICIPATE FUTURE LOSSES”
Removed heading “OUR COMPANY HAS A LIMITED OPERATNG HISTORY AND AN EVOLVING BUSINESS MODEL WHICH RAISES DOUBT ABOUT OUR ABILITY TO ACHIEVE PROFITABILITY OR OBTAIN FINANCING”
Removed heading “OUR EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES”
Removed heading “BECAUSE OUR PRINCIPAL SHAREHOLDERS CONTROL OUR ACTIVITIES, THEY MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEMSELVES AND NOT TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY”
Removed heading “WE MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.”
Removed heading “WE ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.”
Removed heading “REPORTING REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.”
Removed heading “WE HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES”
Removed heading “IF WE ARE UNABLE TO RECRUIT OR RETAIN QUALIFIED PERSONNEL, IT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS AND STOCK PRICE”
Removed heading “WE CANNOT ASSURE YOU THAT WE WILL HAVE THE RESOURCES TO REPAY ALL OF OUR LIABILITIES IN THE FUTURE”
Removed heading “THERE IS NO ASSURANCE THAT BREATH ANALYSIS IN GENERAL WILL ACHIEVE RESULTS BETTER THAN EXISTING TESTS, INCLUDING HEARTWORM”
Removed heading “WE HAVE A LIMITED OPERATING HISTORY AND HAVE GENERATED NO REVENUE TO DATE.”
Removed heading “THE COMPANY HAS HAD DELAYS IMPLEMENTING ITS BUSINESS PLAN OVER THE COURSE OF THE FISCAL YEAR ENDED SEPTEMBER 30, 2024 AND HAS NOT FULLY IMPLEMENTED A DEFINITIVE TIMELINE IN PLACE FOR THE FURTHERANCE IF ANY COMPANY ENDEAVORS.”
Removed heading “OUR SUCCESS DEPENDS SUBSTANTIALLY ON THE CONTINUING EFFORTS OF OUR SENIOR EXECUTIVE AND OTHERS AND OUR BUSINESS MAY BE SEVERELY DISRUPTED IF WE LOSE THEIR SERVICES.”
Removed heading “OUR SOLE OFFICER AND DIRECTOR MAY HAVE CONFLICTS OF INTEREST WHICH MAY NOT BE RESOLVED IN OUR FAVOR.”
Removed heading “DUE TO THE COMPANY’S DOUBT OF BEING ABLE TO CONTINUE AS A GOING CONCERN THERE IS A POSSIBILITY THAT YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.”
Removed heading “THERE IS A VERY LIMITED TRADING MARKET FOR OUR COMMON STOCK AND INVESTORS ARE NOT ASSURED OF THE OPPORTUNITY TO SELL THEIR STOCK, SHOULD THEY DESIRE TO DO SO.”
Removed heading “OUR STOCK WILL IN ALL LIKELIHOOD CONTINUE TO BE THINLY TRADED AND AS A RESULT YOU MAY BE UNABLE TO SELL AT OR NEAR ASK PRICES OR AT ALL IF YOU NEED TO LIQUIDATE YOUR SHARES.”
Removed heading “OUR BUSINESS PLAN IS EXPECTED TO RESULT IN A REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING CAPITAL RAISES AND THE RESULTING DILUTION.”
Removed heading “THE REGULATION OF PENNY STOCKS SUCH AS OURS BY THE SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.”
Removed heading “STATE SECURITIES LAWS MAY LIMIT SECONDARY TRADING, WHICH MAY RESTRICT THE STATES IN WHICH YOU CAN SELL SHARES.”
Removed heading “RULE 144 SALES IN THE FUTURE MAY HAVE A DEPRESSIVE EFFECT ON OUR STOCK PRICE.”
Removed heading “THE PRICE OF OUR COMMON STOCK COULD BE HIGHLY VOLATILE”
Removed heading “LOSS OF CONTROL BY OUR PRESENT MANAGEMENT AND STOCKHOLDERS MAY OCCUR UPON THE ISSUANCE OF ADDITIONAL SHARES.”
Removed heading “WE MAY ISSUE SHARES OF PREFERRED STOCK IN THE FUTURE THAT MAY ADVERSELY IMPACT YOUR RIGHTS AS HOLDERS OF OUR COMMON STOCK.”
Removed heading “WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS ON OUR COMMON STOCK AND CONSEQUENTLY YOUR ABILITY TO ACHIEVE A RETURN ON YOUR INVESTMENT WILL DEPEND ON APPRECIATION IN THE PRICE OF OUR COMMON STOCK.”
Largest changes
“If our techniques for managing risk are ineffective, we may be exposed to unanticipated losses. In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to market, operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation or as a result of the lack of adequate, accurate or timely information. …”see in full comparison
“DUE TO THE COMPANY’S DOUBT OF BEING ABLE TO CONTINUE AS A GOING CONCERN THERE IS A POSSIBILITY THAT YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.”see in full comparison
“WE HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES”see in full comparison
“The rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement, and maintain adequate internal controls and procedures over financial reporting. …”see in full comparison
“Moreover, if we are not able to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.”see in full comparison
“THE REGULATION OF PENNY STOCKS SUCH AS OURS BY THE SEC AND FINRA MAY HAVE AN EFFECT ON THE TRADABILITY OF OUR SECURITIES.”see in full comparison
Full comparison: every changed paragraph (103)
WE
HAVE A SHARHOLDERS’ DEFICIT AND ANTICIPATE FUTURE LOSSES
As
of September 30, 2024, we had a stockholders’ deficit of approximately $33,138.
We
have a retained deficit and anticipate future losses. As of September 30, 2025, we had a retained deficit of approximately
$1,250,000. Future
losses are likely to occur as, until we have opportunities for growth in return for shares of our common stock to create
value for our
shareholders as we have no sources of income to meet our operating expenses. As a public entity, subject to
the reporting
requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for
accounting, accounting,
legal and a host of other expenses for annual reports and proxy statements. As a result, we may not have sufficient funds
to grow
our operations. As a result of these, among other factors, we received from our registered
independent public accountants in their report for the financial statements for the year ended September 30, 2024,2025, an explanatory paragraph
stating that there is substantial doubt about our ability to continue as a going concern.
OUR
COMPANY HAS A LIMITED OPERATNG HISTORY AND AN EVOLVING BUSINESS MODEL WHICH RAISES DOUBT ABOUT OUR ABILITY TO ACHIEVE PROFITABILITY OR
OBTAIN FINANCING
Our company has a limited operating history and an evolving business model which raises doubt about our ability to achieve profitability or obtain financing. Our company only has a couple of years of operating history. Our company’s ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we have a limited history of performance, revenue, earnings, and success. There can be no assurance that we will achieve profitability or obtain future financing. There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.
Investors should be aware that there are various risks associated with our business, including the risks discussed below. Investors should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.
There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.
The speculative nature of our business plan may result in the loss of investor’s investment. Our operations are in the start-up or stage only and are unproven. We may not be successful in implementing our business plan to become profitable. There may be less demand for our services than we anticipate. There is no assurance that our business will succeed, and investors may lose their entire investment.
The business plan and operations of the Company have been delayed in the past as we were confronted by further delays in implementing our plan. One of the delays were the result of the death of Dr. Bryon Blagburn in April 2024, who was a leading pioneer in breath analysis in animals and was engaged by our company to direct our heartworm testing protocols. We were able to replace Dr. Blagburn with Dr. Lindsay Starkey and Dr. Elyssa Campbell, a parasitologist. Further, in the future, we may be delayed in implementing our business plan for a number of reasons, including lack of capital, issues with testing our products and our inability to hire and train additional personnel. As such, it is possible that we may not meet all, or any, of the goals we have outlined in our business plan. In the event that we cannot develop the means to progress our business plan, it is possible that we may eventually cease all Company activity.
General economic factors may negatively impact the market for our veterinary products. The willingness of pet owners and the agricultural industry to spend money on our products may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of such parties incurring costs toward what some consumers may consider a discretionary expense item.
A wide range of economic and logistical factors may negatively impact our operating results. Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results.
If we fail to advertise effectively and efficiently, the growth of our business may be compromised. The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our services and their value proposition, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.
OUR
EXISTING FINANCIAL RESOURCES ARE INSUFFICIENT TO MEET OUR ONGOING OPERATING EXPENSES
We have a limited operating history with losses, and we expect the losses to continue, which raises concerns about our ability to continue as a going concern. We have generated minimal revenues since our inception and will, in all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We may not be able to ever become profitable. We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed. These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our company will be able to continue to finance our company on this basis.
Without additional financing to develop our business plan, our business may fail. Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.
If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price. Our success depends in large part on the continued services of our sole executive officer and third-party scientific and other relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.
If we fail to effectively manage our growth our future business results could be harmed. As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.
It is possible that the Coronavirus (“Covid-19”) pandemic could cause long-lasting stock market volatility and weakness, as well as long-lasting recessionary effects on the United States and/or global economies. Should the negative economic impact caused by the COVID-19 pandemic and the responses thereto result in continuing long-term economic weakness in the United States and/or globally, our ability to expand our business would be severely negatively impacted. It is possible that our company will not be able to sustain itself during any such long-term economic weakness. The COVID-19 pandemic has, to date, had minimal impact on our operations.
Our internal control over financial reporting may be ineffective. We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.
If our techniques for managing risk are ineffective, we may be exposed to unanticipated losses. In order to manage the significant risks inherent in our business, we must maintain effective policies, procedures and systems that enable us to identify, monitor and control our exposure to market, operational, legal and reputational risks. Our risk management methods may prove to be ineffective due to their design or implementation or as a result of the lack of adequate, accurate or timely information. If our risk management efforts are ineffective, we could suffer losses or face litigation, particularly from our clients, and sanctions or fines from regulators. Our techniques for managing risks may not fully mitigate the risk exposure in all economic or market environments, or against all types of risk, including risks that we might fail to identify or anticipate. Any failures in our risk management techniques and strategies to accurately quantify such risk exposure could limit our ability to manage risks or to seek positive, risk-adjusted returns. In addition, any risk management failures could cause losses to be significantly greater than historical measures predict. Our more qualitative approach to managing those risks could prove insufficient, exposing us to unanticipated losses in our net asset value and therefore a reduction in our revenues.
We cannot assure that we will have the resources to repay all of our liabilities in the future. We have liabilities and may in the future have other liabilities to affiliated or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or profitability experienced by us. We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We may utilize purchase order financing from third party lenders when we are supplying or distributing consumer goods, which increases our costs and the risks that we may incur a default, which would harm its business reputation and financial condition. We cannot assure that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.
There is no assurance that Breath analysis in general will achieve results better than existing tests, including heartworm. Through all the testing and research to date, ample sizes to date, even with promising results, are not large enough to definitively say the VOCs that matter for a certain test (breath, environment, etc.) are wholly present or not. Breath analysis in general may not achieve widespread adoption for any of its potential applications, including ours.
There is no assurance that Heartworm Breath Analysis will achieve or exceed current industry standards. As referred to in “Competition”, we are conducting further tests that may achieve better results than the current industry standards in the coming year due to advancements in tools available.
Reliance on Defiant Technologies Inc. License Agreement: Our ability to develop and commercialize future breath and air markers is heavily dependent on the License Agreement with Defiant Technologies Inc. for the use of its VOCAM Plus technology. We rely on patents, know-how, and proprietary technology licensed from Defiant Technologies to generate critical data unique to the VOCAM Plus system. This data is not transferable to alternative technologies from other vendors, and transitioning to new technology would require significant rework of data collection processes, potentially delaying or halting development. If the License Agreement with Defiant Technologies is terminated, not renewed, or if we are unable to secure continued access to the VOCAM Plus technology on commercially reasonable terms, we may be unable to sustain our development efforts. Furthermore, disputes may arise with Defiant Technologies regarding intellectual property subject to the License Agreement, including, but not limited to:
If such disputes prevent or impair our ability to maintain the License Agreement on acceptable terms, or if Defiant Technologies restricts our access to the VOCAM Plus technology, we may be unable to successfully develop and commercialize our breath and air marker products. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.
Risks Related to Expired Patents on Licensed Technology: Our development and commercialization of breath and air marker products depend significantly on the License Agreement with Defiant Technologies Inc. for the VOCAM Plus technology, which includes certain patents, know-how, and proprietary technology. Some of the patents underlying this licensed technology have expired or may expire during the term of the License Agreement. Expired patents no longer provide exclusive rights to the technology, potentially allowing competitors to develop similar or identical technologies without infringing on patent protections. This could result in increased competition, reduced market share, and downward pressure on pricing for our products. Additionally, while we rely on Defiant Technologies’ know-how and proprietary technology to maintain a competitive advantage, there can be no assurance that these non-patented assets will sufficiently differentiate our products or prevent competitors from replicating key aspects of the VOCAM Plus technology. If we are unable to leverage the remaining patented technology, know-how, or proprietary advancements effectively, or if competitors develop comparable technologies, our ability to successfully develop and commercialize our breath and air marker products could be materially impaired, adversely affecting our business, financial condition, and results of operations.
Our stock will in all likelihood continue to be thinly traded and as a result investors may be unable to sell at or near ask prices or at all if i investors need to liquidate their shares.
The shares of our common stock are currently thinly traded, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.
We cannot give any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we cannot give investors any assurance that they will be able to sell their shares of common stock at or near ask prices or at all if investors need money or otherwise desire to liquidate their shares of common stock of our Company.
Risks Related to Securities Compliance and Regulation
As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.
The regulation of Penny Stocks such as ours by the SEC and FINRA may have an effect on the tradability of our securities. The Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.
Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.
State securities laws may limit secondary trading, which may restrict the states in which investors can sell shares. Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.
Rule 144 sales in the future may have a depressive effect on our stock price. All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.
There may be deficiencies with our internal controls that require improvements. Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.
BECAUSE
OUR PRINCIPAL SHAREHOLDERS CONTROL OUR ACTIVITIES, THEY MAY CAUSE US TO ACT IN A MANNER THAT IS MOST BENEFICIAL TO THEMSELVES AND NOT
TO OTHER SHAREHOLDERS WHICH COULD CAUSE US NOT TO TAKE ACTIONS THAT OUTSIDE INVESTORS MIGHT VIEW FAVORABLY
Our principal shareholders
own approximately 75% of our outstanding common stock. As a result, they effectively control all matters requiring stockholder approval,
including the election of directors, the approval of significant corporate transactions, such as mergers and related party transaction.
These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This
concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might
view favorably.
WE
MAY DEPEND UPON OUTSIDE ADVISORS, WHO MAY NOT BE AVAILABLE ON REASONABLE TERMS AND AS NEEDED.
To
supplement the business experience of our sole officer and director, we may be required to employ accountants, technical experts, appraisers,
attorneys, or other consultants or advisors, without any input from stockholders will make the selection of any such advisors. Furthermore,
it is anticipated that such persons may be engaged on an “as needed” basis without a continuing fiduciary or other obligation
to us. In the event we consider it necessary to hire outside advisors, we may elect to hire persons who are affiliates, if they are able
to provide the required services.
WE
ARE AN “EMERGING GROWTH COMPANY,” AND ANY DECISION ON OUR PART TO COMPLY ONLY WITH CERTAIN REDUCED DISCLOSURE REQUIREMENTS
APPLICABLE TO “EMERGING GROWTH COMPANIES” COULD MAKE OUR COMMON STOCK LESS ATTRACTIVE TO INVESTORS.
We
are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth
company,” we expect and fully intend to take advantage of exemptions from various reporting requirements applicable to other public
companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive
compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth
company” for up to five years, or until the earliest of (if) the last day of the first fiscal year in which our annual gross revenues
exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act,
which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business
day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible
debt during the preceding three year period.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition
period provided in Section 7(a)2(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging
growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.
We have elected to opt in to the extended transition period for complying with the revised accounting standards. We have elected to rely
on these exemptions and reduced disclosure requirements applicable to “emerging growth companies” and expect to continue to
do so.
REPORTING
REQUIREMENTS UNDER THE EXCHANGE ACT AND COMPLIANCE WITH THE SARBANES-OXLEY ACT OF 2002, INCLUDING ESTABLISHING AND MAINTAINING ACCEPTABLE
INTERNAL CONTROLS OVER FINANCIAL REPORTING, ARE COSTLY AND MAY INCREASE SUBSTANTIALLY.
The
rules and regulations of the SEC require a public company to prepare and file periodic reports under the Exchange Act, which will require
that the Company engage legal, accounting, auditing and other professional services. The engagement of such services is costly. Additionally,
the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires, among other things, that we design, implement, and maintain
adequate internal controls and procedures over financial reporting. The costs of complying with the Sarbanes-Oxley Act and the limited
technically qualified personnel we have may make it difficult for us to design, implement and maintain adequate internal controls over
financial reporting. In the event that we fail to maintain an effective system of internal controls or discover material weaknesses in
our internal controls, we may not be able to produce reliable financial reports or report fraud, which may harm our overall financial
condition and result in loss of investor confidence and a decline in our share price.
As
a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act of 2010
and other applicable securities rules and regulations. Despite recent reforms made possible by the JOBS Act, compliance with these rules
and regulations will nonetheless increase our legal and financial compliance costs, make some activities more difficult, time-consuming
or costly and increase demand on our systems and resources, particularly after we are no longer an “emerging growth company.”
The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and operating
results.
We
are working with our legal, accounting and financial advisors to identify those areas in which changes should be made to our financial
and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance,
corporate control, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue
to make, changes in these and other areas. However, we anticipate that the expenses that will be required in order to adequately prepare
for being a public company could be material. We estimate that the aggregate cost of increased legal services; accounting and audit functions;
personnel, such as a chief financial officer familiar with the obligations of public company reporting; consultants to design and implement
internal controls; and financial printing alone will be $35,000 per year and could increase depending on any changes we make. In addition,
if and when we retain independent directors and/or additional members of senior management, we may incur additional expenses related to
director compensation and/or premiums for directors’ and officers’ liability insurance, the costs of which we cannot estimate
at this time. We may also incur additional expenses associated with investor relations and similar functions, the cost of which we also
cannot estimate at this time. However, these additional expenses individually, or in the aggregate, may also be material.
In
addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors’
and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain
qualified persons to serve on our board of directors, our board committees or as executive officers.
We currently do not have
an internal audit group, and we will eventually need to hire additional accounting and financial staff with appropriate public company
experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact
that any new Officers and Directors we may add might have limited experience as an officer or Director of a reporting company, such lack
of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures,
which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our
stockholders.
Moreover, if we are not able
to comply with the requirements or regulations as an SEC reporting company, in any regard, we could be subject to sanctions or investigations
by the SEC or other regulatory authorities, which would require additional financial and management resources.
The
increased costs associated with operating as a public company may decrease our net income or increase our net loss and may cause us to
reduce costs in other areas of our business or increase the prices of our products or services to offset the effect of such increased
costs. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material
adverse effect on our business, financial condition and results of operations.
WE
HAVE A MATERIAL WEAKNESS IN OUR CONTROLS AND PROCEDURES
IF WE ARE UNABLE TO RECRUIT OR RETAIN QUALIFIED PERSONNEL, IT COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR OPERATING RESULTS AND STOCK PRICE
Our success depends in large part on the continued services of our sole
executive officer and third-party relationships. We currently do not have key person insurance on these individuals. The loss of these
people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is
also very important that we be able to attract and retain highly skilled personnel. Competition for qualified personnel can be intense,
and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit,
train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating
results and stock price.
WE CANNOT ASSURE YOU THAT WE WILL HAVE THE RESOURCES TO REPAY ALL OF
OUR LIABILITIES IN THE FUTURE
We have liabilities and may in the future have other liabilities to affiliated
or unaffiliated lenders. These liabilities represent fixed costs, which are required to be paid regardless of the level of business or
profitability experienced by us. We cannot assure that we will not incur debt in the future, that we will have sufficient funds to repay
our indebtedness or that we will not default on our debt, jeopardizing our business viability. Furthermore, we may not be able to borrow
or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct our business. We
may utilize purchase order financing from third party lenders when we are supplying or distributing consumer goods, which increases our
costs and the risks that we may incur a default, which would harm its business reputation and financial condition. We cannot assure you
that we will be able to pay all of our liabilities, or that we will not experience a default on our indebtedness.
THERE IS NO ASSURANCE THAT
BREATH ANALYSIS IN GENERAL WILL ACHIEVE RESULTS BETTER THAN EXISTING TESTS, INCLUDING HEARTWORM
Through all the testing and
research to date, it is still unclear if the VOCs that matter for a certain test (breath, environment, etc.) are wholly present on all
samples tested or not. Breath analysis in general may not achieve widespread adoption for any of its potential applications, including
ours.
WE HAVE A LIMITED OPERATING HISTORY AND HAVE
GENERATED NO REVENUE TO DATE.
We have a limited operating
history and do not have a meaningful historical record of sales and revenues, nor do we have an established business track record. While
we believe that we have the opportunity to be successful, there can be no assurance that we will be successful in accomplishing our business
initiatives, or that we will be able to achieve any significant levels of revenues or net income.
Management's Discussion & Analysis (MD&A)
Largest changes
“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. …”see in full comparison
Since our inception, we have incurred significant operating losses. We have not yet commercialized our planned products and we do not expect to generate revenue from product sales adequate enough to cover operations for at least a year, if at all. We have financed our operations primarily through the issuance and sale of our Common Stock. For the year ended September 30,see in full comparison2024,2025, we receivedgrosscash proceeds of$60,903$754,001 from sales of our Stock,$26,000which we used to buy a VOCAM Inventory Unit for $55,115 and for other product development cost ofrelated party cash advanced that we converted$120,333,and toourfundCommonoperations ofStockwhichandused$75net cash ofcash received from stock subscriptions.$560,740. On September 30,2024,2025, wehadliquid current assets of$15$17,828 (cash). On September 30, 2024 we had, total liabilities of$33,153,$11,609, resulting in a liquid working capitaldeficitsurplu of$33,138, compared to $415 in cash and a working capital deficit of $363,953$6,219 on September 30,2023.2025. The working capital deficits were the result of net losses. Consequently,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.
Operating expenses includesee in full comparisonresearch costs, acquisition searchfacilities costs, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs. . Operating expenses incurred related primarily to personnel costs of officers and consultants, as well as the activities necessary to support corporate and shareholder duties and are detailed in the above table. For the year ended September 30,2024,2025, we incurred general and administrative expenses of$136,197$335,419 as compared to$282,786$112,821 for the fiscal year20232024 primarily due to theeliminationchanging nature ofcostsmuchincurred for due diligence, search for acquisitions plusof our$50,000operationupfronttofee from our contract with Defiant Technologies being eliminatedresearch andwerethereplaced by researchcosts of raising capital supporting this aspect of our business planandincluding Public entity costs and professional fees increasing due to costs from a registration of our securities.
“Other operating expenses include license fees, personnel costs from operations, and other miscellaneous costs. Costs also increased to $218,032 in fiscal year 2025 as compared to $53,504 in the fiscal year September 30, 2024 primarily due to costs due to adding new personnel including one-time settlement charges with a former consultant and a $180,000 upfront cost from our entering into a consulting and media relations contract for the year ended September 30, 2025.”see in full comparison
“During the year ended September 30, 2025, we incurred total research and development expenses of $382,832, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the year ended September 30, 2024, we incurred expenses of $23,376, which was predominately due to set up costs for future research testing.”see in full comparison
“Unless we successfully transform operations through our business plan, we expect that the Company will operate at a loss for the foreseeable future. The Company’s current planned operational needs are approximately $730,000 until September 30, 2025, due to licensing, operations, and the cost of being public. However, this may be revised based on changes that may occur from our ongoing operations.”see in full comparison
Full comparison: every changed paragraph (32)
The Company will need substantial additional capital
to support its budget. The Company has had no revenues. The Company has no committed source for any funds as of date hereof. In the event
funds cannot be raised when needed, the Company may not be able to carry out its business plan, mayand neveralthough it has begun to achieve sales or
and royalty income,
andincome as a subsequent event, it could fail in business as a result of these uncertainties.
During the next twelve-month period (beginning October 1, 2024), we intend
to identify and secure sources of equity and/or debt financing for the development of our business plan of which there is no guarantee.
We have limited capital and
we will need
to raise additional capital in order to fund our operating expenses and capital expenditure requirements for first few months
of 2025.
fiscal year ending September 30, 2026 and beyond. We have based this estimate on assumptions that may prove to be wrong, and we could
utilize our available capital resources sooner than
we expect.
Until such time, if ever,
as we can generate substantial
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, yourour ownership interest will be diluted, and the terms of these securities
may include liquidation or
other preferences that adversely affect yourthe rights asof aour common stockholder.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.
ThroughFrom 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 sufficient to achieve profitability, if ever, will depend on the successful
development, and eventual
commercialization of our heartworm tests and any other potential future product candidates, which we expect will
may take a number of years
to reach widespread adoption if ever.
For the year ended September 30, 2024
2025 and 2023,2024, we reported net losses of $136,197$718,251 and $282,786,
$136,197, respectively. Our net losses in fiscal year 20242025 have resulted principally
from pre-operating costs, public entity costs and costs incurred
in our research and development activities whereas our prior year had
greater due diligence fees as we were evaluatingadjusting businessto opportunities.
unexpected delays in commencing our plans. As of September 30, 2024,2025, we had an
accumulated deficit of $537,213,$1,255,464, and we had cash and cash equivalents of $15.$17,828.
We did not recognize
any revenue during the yearyears ended September 30, 2025 and 2024, as weour hadtechnology nowas revenuenot generatingmarket activitiesready during thisthese period.periods.
During the fiscal years ended
September 30, 2024 and 2023, the Company had no revenues. Operating expenses incurred related primarily to personnel costs of officers
and consultants, as well as the activities necessary to support corporate and shareholder duties and are detailed in the following table.
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
Applied Research
Development
Indirect components of R & D included
During the year ended September 30, 2025, we incurred total research and development expenses of $382,832, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the year ended September 30, 2024, we incurred expenses of $23,376, which was predominately due to set up costs for future research testing.
Operating expenses include
research costs, acquisition searchfacilities costs, license fees, public entity and investor relations, general office
expenditures, and other miscellaneous
costs. . Operating expenses incurred related primarily to personnel costs of officers and consultants,
as well as the activities necessary to support corporate and shareholder duties and are detailed in the above table. For
the year ended September 30, 2024,2025, we incurred general and administrative expenses of
$136,197 $335,419 as compared to $282,786$112,821 for the
fiscal year 20232024 primarily due to the eliminationchanging nature of costsmuch incurred for due diligence, search
for acquisitions plusof our $50,000operation upfrontto fee from our contract with Defiant Technologies being eliminatedresearch and werethe replaced by research
costs of raising capital supporting
this aspect of our business plan andincluding Public entity costs and professional fees increasing due to costs from a registration of our securities.
General
and Administrative Expenses comprising general office expenditures fees of $7,530 and a one-time other cost of $17,150$13,472 during the
year ended September 30, 2024. During the year ended September 30, 2023,2025. During
the year ended September 30, 2024, we incurred general and
administrative expenses of $214,639, which was predominately due diligence fees.$25,063, We reemphasized commencing research
operations as opposed
to due diligence work and we made advances on how to approach operations from earlier periods.
Professional
Fees for fiscal 20242025 were $10,500,
$24,250, having increased from $9,000$10,500 in fiscal year 20232025 due to the timingincrease of incurringin audit and financial review costs,costs as our operations became
more significant, as also discussed
in Item 14.
Other
operating expenses include license fees, research costs, personnel costs from operations, and other miscellaneous costs. Costs
also increased in fiscal year 2024 as compared to fiscal year 2023 primarily due to costs incurred by product development offset by the
$50,000 upfront cost from our entering into the contract with Defiant Technologies for the year ended September 30, 2023.
Public
entity costs are from costs associated
with being a public entity such as investor relations, securities filings, transfer agent
and Edgarization costs and increased to $23,753 $79,665
in fiscal year ended September 30, 20242025 from $7,305$23,753 for the year ended September 30, 2023.
2024. This increase comprised of costs relating
to a registration statement in fiscal yearin 2024.May 2025.
Other operating expenses include license fees, personnel costs from operations, and other miscellaneous costs. Costs also increased to $218,032 in fiscal year 2025 as compared to $53,504 in the fiscal year September 30, 2024 primarily due to costs due to adding new personnel including one-time settlement charges with a former consultant and a $180,000 upfront cost from our entering into a consulting and media relations contract for the year ended September 30, 2025.
Since our inception, we have
incurred significant operating losses. We have not yet commercialized our planned products and we do not expect to generate revenue from
product sales adequate enough to cover operations for at least a year, if at all. We have financed our operations primarily through the
issuance and sale of our Common Stock.
For the year ended September 30, 2024,2025, we received grosscash proceeds of $60,903$754,001 from sales of
our Stock, $26,000which we used to buy a VOCAM Inventory Unit for $55,115 and for other product development cost of related party cash
advanced that we converted$120,333,and to ourfund Commonoperations
of Stockwhich andused $75net cash of cash received from stock subscriptions.$560,740. On September 30, 2024,2025, we hadliquid current
assets of $15$17,828 (cash). On September 30, 2024 we had, total liabilities of $33,153,$11,609, resulting
in a liquid working capital deficitsurplu of $33,138, compared
to $415 in cash and a working capital deficit of $363,953$6,219 on September 30, 2023.2025. The working capital deficits were the result of net losses. Consequently,
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 from which we can internally generate funds. To date, our ongoing operations have been financed by advances from related parties.
While we have begun to generate revenue, it is not enough to cover our operating costs and research. We believe we will be able to secure
additional financings in the future,future; we cannot predict the size or pricing of any such financings.
Unless we successfully
transform operations through our business plan, we expect that the Company will operate at a loss for the foreseeable future. The Company’s
current planned operational needs are approximately $730,000 until September 30, 2025, due to licensing, operations, and the cost of being
public. However, this may be revised based on changes that may occur from our ongoing operations.
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 theour searchproduct fordevelopment aand transactionproduct that willlaunches commence ininto an operation for the company going
forward.
During the year ended September 30, 2025 the company’s activities used $560,740 of cash would was the result of the net loss of $718,251 offset by an $82 decrease in payables, an offset of noncash expenses of $185,055 and a $32,400 paydown under our licensing agreement. We also incurred prepaid expense of $6,000.
During the year
ended September 30, 2024, we incurred a net loss of $136,197 which after adjustments for a decrease/paydown of in accounts payable
of $2,551 and $17,600 of license payable, and an offset of $68,670 of noncash expenditures resulted in net cash of $87,378 being used
in operations. During the year ended September 30, 2023 the company’s activities used $234,793
of cash would was the result of the net loss of $282,786 offset by a $2,007 decrease in payables and a $50,000 accrual under our licensing
agreement.
During the years ended September
30, 20242025 the company invested $175,448 in product development costs and 2023,during the year ended September 30, 2024, the Company did not
have any investing activities.
During
the year ended September 30, 3025, the Company sold $754,001 of common stock During
the year ended September 30, 3024, the Company raised $26,000 from related party advances and sold $60,903 of common stock and $75 of
stock subscriptions. We also converted $311,363 of related party advances into common stock. During the year ended September 30, 2023,
we received $185,904 by way of loans from three principal shareholders and $1,547 collected from stock subscriptions.
The Company was
in compliance with its lenders as of September 30, 2025 and 2024. A deterioration of our relationship with our lenders would provide stress
for for
greater capital, possibly on adverse terms for our shareholders.
What changed in the latest 10-Q
Risk Factors
Not Applicable to Smaller Reporting Companies.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“The Company had no outstanding indebtedness for borrowed money, and was not subject to any debt covenants, as of June 30, 2026 or June 30, 2025. We are in good standing with all of our long term contractual relationships, including our license with Defiant Technologies. We are in the early stages of negotiating an extension of that agreement and cannot assure you it will be renewed or the terms of such a renewal or if any alternative options will be as acceptable as the present arrangement.”see in full comparison
Professional Fees for thesee in full comparisonsixnine months and the three months endedMarchJune31,30, 2026 were$9,991$38,080 and$2,890,$8,039, respectively, having changed from$12,991$17,107 and$11,500$3,256 in thesixnine months and the three months endedMarchJune31,30, 2025 due totiminglegaldifferencesandinaccountingincurringcostcostsincreasesassociatedandwithdirectorspreparationandforofficersaliabilityregistration statement the Company ultimately filed in May 2025 .insurance.
For thesee in full comparisonSixNine Months and the Three Months endedMarchJune31,30, 2026 we reported net losses of $(200,815442,425) and $(151,386241,611) compared to a loss of $(271,817483,635) and ($151,351$211,818 ), for thesixnine months and three months endedMarchJune31,30, 2025. Our netlosslosses in the Three Months endedMarchJune31,30, 2026 have resulted principally from our new contract licensing the use of technology we have partially completed developing, pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our losses for Three Months endedMarchJune31,30, 2025 had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As ofMarchJune31,30, 2026, we had an accumulated deficit of$1,456,279,$1,697,889, and we had cash and cash equivalents of$327,270.$244,235.
“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.”see in full comparison
Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs for thesee in full comparisonsixnine months and the three months endedMarchJune31,30, 2026 were$2,884$38,973 and$3,874,$26,447, respectively, havingincreaseddecreased from$24,454$69,025 and$10,130$54,110 in thesixnine months and the three months endedMarchJune31,30, 2025 due toadecreasedconsultingone-timefee of $20,000costs incurred to upgrade our trading status of our publicly traded shares.
“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.”see in full comparison
Full comparison: every changed paragraph (37)
The Company’s plan of operation is to obtain debt or equity financefinancing 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 eventincome, these are limited and it could fail in business as a result of these uncertainties.
·the risk of field contamination and the risk that further lab testing may yield results that affect our current findings.
We have limited capital and we will need to raise additional capital in order to fund our opera1ingoperating expenses and capital expenditure requirements through the year ended September 30, 2025,2026, and beyond. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.
Until such time, if ever, as we can generate sufficient enough product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our shareholders’ ownership interestinterests 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.
For the SixNine Months and the Three Months ended MarchJune 31,30, 2026 we reported net losses of $(200,815442,425) and $(151,386241,611) compared to a loss of $(271,817483,635) and ($151,351$211,818 ), for the sixnine months and three months ended MarchJune 31,30, 2025. Our net losslosses in the Three Months ended MarchJune 31,30, 2026 have resulted principally from our new contract licensing the use of technology we have partially completed developing, pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our losses for Three Months ended MarchJune 31,30, 2025 had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As of MarchJune 31,30, 2026, we had an accumulated deficit of $1,456,279,$1,697,889, and we had cash and cash equivalents of $327,270.$244,235.
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 approvedavailable 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.
Results of Operations for the SixNine Months and the Three Months Ended MarchJune 31,30, 2026 and 2025
Our net income (loss) and comprehensive income (loss) for our Three Months ended MarchJune 31,30, 2026, for our Three Months ended MarchJune 31,30, 2025, and the changes between those periods for the respective items are summarized as follows:
During the sixnine months and the three months ended MarchJune 31,30, 2026, we billed and collected $136,500$187,200 and $106,500,$50,700, respectively, in revenue from licensing our technology. We did not recognize any revenue during the sixnine months and the three months ended MarchJune 31,30, 2025, as our technology was not market ready during these periods.
·We incurreddid $not of theseincur indirect costs that are clearly related to the R&D activities.activities Account forincluding facility expenses, such as rent and utilities for research spaces.
During the sixnine months and the three months ended MarchJune 31,30, 2026, we incurred total research and development expenses of $13,150$4,695 and $1,825,$3,380, respectively, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the sixnine months and the three months ended MarchJune 31,30, 2025, we incurred expenses of $11,127$20,733 and $3,541,$8,962, which was predominately due to set up costs for future research testing in additional products.
Operating expenses include professional fees, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs..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 sixnine months and the three months ended MarchJune 31,30, 2026, we incurred operating expenses of $256,062$624,930 and $147,810,$288,931, as compared to $324,165$462,902 and $260,690$202,856 for the sixnine months and the three months ended MarchJune 31,30, 2025 primarily due to the increase in general and administrative expenses.
General and Administrative Expenses comprising general office expenditures fees of $203,187$507,877 and $91,046$254,445 during the sixnine months and the three months ended MarchJune 31,30, 2026. During the sixnine months and the three months ended MarchJune 31,30, 2025, we incurred general and administrative expenses of $246,719$250,103 and $179,060,$95,490. We reemphasized commencing operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods. These costs were substantially personnel related.
Professional Fees for the sixnine months and the three months ended MarchJune 31,30, 2026 were $9,991$38,080 and $2,890,$8,039, respectively, having changed from $12,991$17,107 and $11,500$3,256 in the sixnine months and the three months ended MarchJune 31,30, 2025 due to timinglegal differencesand inaccounting incurringcost costsincreases associatedand withdirectors preparationand forofficers aliability registration statement the Company ultimately filed in May 2025 .insurance.
Public entity costs are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs for the sixnine months and the three months ended MarchJune 31,30, 2026 were $2,884$38,973 and $3,874,$26,447, respectively, having increaseddecreased from $24,454$69,025 and $10,130$54,110 in the sixnine months and the three months ended MarchJune 31,30, 2025 due to adecreased consultingone-time fee of $20,000costs incurred to upgrade our trading status of our publicly traded shares.
Other operating expenses include license fees..fees. Costs also decreased to $50,000$-0- and $40,000 in the three months and sixnine months ended MarchJune 31,30, 2026 as compared to $60,000$50,000 and $40,000$126,667 in the three months and sixnine months ended MarchJune 31,30, 2025 primarily due to elections of the timing to pay a fee over the life of the contract. The timing of the costs was negotiated and influenced by purchasing VOCAMVetBreath Dx Units.
During the sixnine month and three month periods ended MarchJune 31,30, 2026 and 2025, we recognized no interest and other income (expenses), net in the period.
During the sixnine months and the three months ended MarchJune 31,30, 2026, we recognized a net loss before income taxes of $(151,387442,425) and $(151,351241,611), whereas for the sixnine months and three months ended MarchJune 31,30, 2025, we incurred a loss before income taxes of $(200,815$483,635) and $($271,817211,818) due to the factors discussed above.
No provision for income taxes was recorded during the sixnine months and the three months ended MarchJune 31,30, 2026 and no provision for income taxes was recorded during the sixnine months and the three months ended MarchJune 31,30, 2025 as we incurred taxable losses in both periods.
During the sixnine months and the three months ended MarchJune 31,30, 2026, we recognized a net loss of $(151,387442,425) and $(151,351241,611), whereas for the sixnine months and the three months ended MarchJune 31,30, 2025, we incurred a loss of $(200,815$483,635) and $($271,817211,818) due to the factors discussed above.
At MarchJune 31,30, 2026 we had total liquid current assets of $321,170.$270,609. At MarchJune 31,30, 2026, we had total liabilities of $2,284,$7,791, all of which were currently payable.
We have had no revenue generating operations until the quarternine months ended MarchJune 31,30, 2026 from which we can internally generate funds. To date, our ongoing operations have been financed by equity investments. While we have begun to generate revenue, it is not enough to cover our desired operating costs and research. We believe we will be able to secure additional financings in the future; we cannot predict the size or pricing of any such financings.
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 stageearly-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.
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.
Our primary sources and uses of cash for the sixnine months ended MarchJune 31,30, 2026 and 2025 were as follows:
During the sixnine months ended MarchJune 31,30, 2026, we incurred a net loss of $(200,815442,425) which after adjustments for noncash services of $88,469,$166,229, depreciation of $18,174,$30,026, and an increase of $18,000$14,700 of accounts receivables along with other working capital items resulted in net cash of $136,797$270,362 providedused byin operations.
During the sixnine months ended MarchJune 31,30, 2025, we incurred a net loss of $(271,817483,635) which after adjustments for an increase in accounts payable of $18,746$4,109 and noncash expense of $1,156,$2,070, advances to related parties of $11,023 and related party accruals of $7,400 resulting in net cash of $311,606$495,879 being used in operations.
During the sixnine months ended MarchJune 31,30, 2026, the Company purchased aVetBreath VOCAMDx UnitUnits costing $55,433$110,549 and purchased software of $8900$8,900 and obtained a trademark costing $3,782. During the sixnine months ended MarchJune 31,30, 2025, the Company did not have any investing activities.
During the sixnine months ended MarchJune 31,30, 2026, we had no financing activities other than $514,354$620,000 which was collected from the sale of common stock. During the sixnine months ended MarchJune 31,30, 2025, we had no financing activities other than $467,500$694,001 which was collected from the sale of common stock.
We are dependent upon the receipt of capital investment or other financing to fund our ongoing operations and to execute our business plan and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders`.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.
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 MarchJune 31,30, 2026 and as of MarchJune 31,30, 2025, we had no off-balance sheet arrangements.
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; we have limited sources of income to meet our operating expenses.
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.
The Company had no outstanding indebtedness for borrowed money, and was not subject to any debt covenants, as of June 30, 2026 or June 30, 2025. We are in good standing with all of our long term contractual relationships, including our license with Defiant Technologies. We are in the early stages of negotiating an extension of that agreement and cannot assure you it will be renewed or the terms of such a renewal or if any alternative options will be as acceptable as the present arrangement.
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.
GIPL insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (2 insiders, 8 trade dates, 7,185,300 shares, about $231.2K) and open-market sales in 0 filings. Net open-market shares: 7,185,300 (purchases minus sales); net value about $231.2K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-08 | Brown David A B |
Open-market purchase | 2,500 | $0.50 | $1.2K |
| 2026-06-30 | Campbell Elyssa Jacob |
Grant/award | 20,000 | $0.12 | $2.4K |
| 2026-06-30 | Brown Andrew Nicholas |
Grant/award | 250,000 | $0.12 | $30.0K |
| 2026-03-31 | Brown Andrew Nicholas |
Open-market purchase | 250,000 | $0.12 | $30.0K |
| 2025-12-31 | Brown Andrew Nicholas |
Open-market purchase | 250,000 | — | — |
| 2025-06-30 | Brown David A B |
Open-market purchase | 250,000 | — | — |
| 2025-04-07 | Brown David A B |
Open-market purchase | 250,000 | — | — |
| 2024-12-31 | Brown David A B |
Open-market purchase | 250,000 | — | — |
| 2024-09-27 | Brown David A B |
Open-market purchase | 2,000,000 | $0.10 | $200.0K |
| 2024-09-27 | Brown David A B |
Open-market purchase | 250,000 | — | — |
| 2023-10-23 | Brown David A B |
Open-market purchase | 3,682,800 | — | — |
Well-known investors holding GIPL (13F)
None of the 59 investors we track reported a position in their latest 13F.