UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from __________ to ___________
Commission file number:
(Exact name of registrant as specified in its charter)
| (STATE OR OTHER JURISDICTION | (I.R.S. EMPLOYER |
| OF INCORPORATION OR ORGANIZATION) | IDENTIFICATION NUMBER) |
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) |
(Registrant’s Telephone number)
(Former Address and phone of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.
| Yes | ☐ | ☒ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
| ☒ | No | ☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Yes | ☐ | No |
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
As of September 7, 2024, there were shares of the registrant’s common stock issued and outstanding.
Table of Contents
1
PART I
ITEM 1. FINANCIAL STATEMENTS
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED BALANCE SHEETS
| JUNE 30, | SEPTEMBER 30, | |||||||
| 2024 | 2023 | |||||||
| (unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash and Cash Equivalents | $ | $ | ||||||
| Total Current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Loan Payable – Related Party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 8) | ||||||||
| Shareholders’ Deficit | ||||||||
| Preferred Stock, $par value, shares authorized, issued or outstanding | ||||||||
| Common Stock, $par value, shares authorized,and issued and outstanding | ||||||||
| Stock Subscription | |
|||||||
| Additional Paid in Capital | ||||||||
| Retained (Deficit) Earnings | ( |
) | ( |
) | ||||
| Total Shareholders’ Deficit | ( |
) | ( |
) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
2
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
| FOR THE THREE MONTHS ENDED JUNE 30, 2024 | FOR THE THREE MONTHS ENDED JUNE 30, 2023 | FOR THE NINE MONTHS ENDED JUNE 30, 2024 | FOR THE NINE MONTHS ENDED JUNE 30, 2023 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| EXPENSES | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Expenses | ||||||||||||||||
| OPERATING LOSS | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Total Other Income (Expense) | ||||||||||||||||
| INCOME (LOSS) BEFORE TAXES | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| TAXES | ||||||||||||||||
| NET INCOME (LOSS) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net Income (Loss) per Common Share: Basic and Diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted Average Common Shares Outstanding: Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
3
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT
(UNAUDITED)
| Common Shares | Additional | Retained | ||||||||||||||||||||||
| Stock | Paid-In | (Deficit) | ||||||||||||||||||||||
| Shares | Amount | Subscriptions | Capital | Earnings | Total | |||||||||||||||||||
| Balance at October 1, 2022 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Net profit (loss) for the period | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at June 30, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Balance at October 1, 2023 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
| Common Shares Issued for Stock Subscriptions | ( |
) | ||||||||||||||||||||||
| Common Stock issued for Conversion of Debentures | |
|
|
|
||||||||||||||||||||
| Common Stock issued for Cash | ||||||||||||||||||||||||
| Net loss for the period | — | ( |
) | ( |
) | |||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
4
GLOBAL INNOVATIVE PLATFORMS, INC.
CONDENSED STATEMENTS OF CASH FLOW
(UNAUDITED)
| FOR THE NINE MONTHS ENDED JUNE 30, 2024 | FOR THE NINE MONTHS ENDED JUNE 30, 2023 | |||||||
| Cash Flow from Operating Activities: | ||||||||
| Net Loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
| Changes in working capital items: | ||||||||
| Accounts payable | ||||||||
| Debenture interest | ||||||||
| Net Cash Used in Operating Activities | ( |
) | ( |
) | ||||
| Net Cash Flow from Investing Activities | ||||||||
| Net Cash Flow from Financing Activities | ||||||||
| Advances from Related Parties | ||||||||
| Issuance of common stock for cash | ||||||||
| Net Cash Provided by Financing Activities | ||||||||
| Net Change in Cash: | ( |
) | ||||||
| Beginning Cash: | $ | $ | ||||||
| Ending Cash: | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for tax | $ | $ | ||||||
The accompanying notes are an integral part of these condensed financial statements
5
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 1. NATURE OF OPERATIONS
Nature of Business
Global Innovative Platforms Inc., a Delaware corporation, (“Global Innovative Platforms,” “Canning Street,” “the Company,” “We,” “Us” or “Our’) is a publicly quoted company in the business of measuring gas outflow in pets and agriculture for diagnosis treatment of illness. We are pursuing opportunities for growth and will seek capital in return for shares of our common stock to create value for our shareholders although there is no guarantee that the Company will be able to successfully close such transactions.
History
Global Innovative Platforms Inc. f/k/a Canning Street Corporation or Canning Street was incorporated in Delaware on September 15, 2020.
Effective September 30, 2020, following a corporate reorganization as described below (the “Holding Company Reorganization” or “the reverse recapitalization”), Canning Street became the reorganized successor to Alexandria Advantage Warranty Company, a publicly quoted holding company that ceased trading in 2016.
Reorganization into a Holding Company Structure for Global Innovative Platforms, Inc., reorganization successor to Alexandria Advantage Warranty Company.
Effective September 29, 2020, Alexandria Advantage Warranty Company (“Alexandria Advantage Colorado’), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Alexandria Advantage Warranty Company (“Alexandria Advantage Delaware”), a Delaware corporation.
Alexandria Advantage Colorado ceased to exist as an independent legal entity following its merger with Alexandria Advantage Delaware. Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alexandria Advantage Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Global Innovative Platforms, Inc. (“Canning Street”) and AAWC Corporation (“AAWC”), both wholly-owned subsidiaries of Alexandria Advantage Delaware, effective September 30, 2021.
The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Alexandria Advantage Delaware with, and into AAWC, with AAWC being the surviving corporation in the merger, as a subsidiary to Canning Street. Alexandria Advantage Delaware ceased to exist as an independent legal entity following its merger with AAWC. The shareholders of Alexandria Advantage Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of Canning Street on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).
AAWC, the surviving company of the merger with Alexandria Advantage Delaware, became a wholly owned subsidiary of Canning Street, the holding company. Canning Street became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, AAWC, the surviving company of the merger with Alexandria Advantage Delaware.
As a result of the Holding Company Reorganization, shareholders in publicly quoted Alexandria Advantage Delaware, formerly the shareholders of Alexandria Advantage Colorado as of the date of the reorganization, became shareholders in the publicly quoted Canning Street.
6
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
AAWC, being the direct successor by the merger with Alexandria Advantage Delaware, became a subsidiary company of Canning Street. The Holding Company Reorganization has been accounted for so as to reflect the fact that both AAWC and Canning Street were under common control at the date of the Holding Company Reorganization, similar to a reverse acquisition of AAWC by Canning Street
NOTE 2. GOING CONCERN
Our financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets
and the liquidation of liabilities in the normal course of business. We have no ongoing business or income, incurred a loss of $
7
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. We have selected September 30 as our financial year end. We have not earned any revenue to date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain
cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements
of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of June
30, 2024 and September 30, 2023, our cash balance was $
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.
8
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 4 and 5 below for details of related party transactions in the period presented.
Fixed Assets
We owned
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term.
We were not party to any lease transactions during the nine months and the three months ended June 30, 2024 or June 30, 2023.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain Tax Positions
We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.
9
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to performance obligations
Step 5: Recognize revenue when the entity satisfies a performance obligation
Service revenues are recognized as the services are
performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration
has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During
the during the nine months and the three months ended June 30, 2024 and June 30, 2023, we did
Advertising Costs
We expense advertising
costs when advertisements occur.
Stock Based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
potentially dilutive debt or equity instruments were issued or outstanding during the three and nine months ended June 30, 2024 and 2023.
Recently Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
10
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
NOTE 4. LOAN PAYABLE - RELATED PARTY
As of June 30, 2024 and September 30, 2023, we owed $, $, and $ ($ at September 30, 2023) to principal shareholders (plus an additional $ that was owed to a shareholder on September 30, 2023 but converted to common stock in October, 2023).
The loans are unsecured, interest free and due on demand.
NOTE 5. INCOME TAXES
On December 22, 2017, the U.S. government enacted
comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and
complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring a one-time transition tax on certain
unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also establishes new tax laws that will affect
2018 and later years, including, but not limited to, a reduction of the U.S. federal corporate tax rate from
We did not provide any current or deferred US federal income tax provision or benefit during the three months ended June 30, 2022, as we incurred tax losses during the period. When it is more likely than not that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three months ended June 30, 2022, as defined under ASC 740, “Accounting for Income Taxes.” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as follows:
| Nine Months Ended June 30, 2024 |
Nine Months Ended June 30, 2023 | |||||||
| Statutory U.S. Federal Income Tax Rate | % | % | ||||||
| State Income Taxes | % | % | ||||||
| Change in Valuation Allowance | ( |
)% | ( |
)% | ||||
| Effective Income Tax Rate | ||||||||
A reconciliation of the income taxes computed at the statutory rate is as follows:
| Nine Months Ended June 30, 2024 |
Nine Months Ended June 30, 2023 | |||||||
| Tax credit (expense) at statutory rate (26%) | $ | $ | ||||||
| Increase in valuation allowance | ( |
) | ( |
) | ||||
| Net deferred tax assets | $ | $ | ||||||
11
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
As of June 30, 2024, the Company had a federal net
operating loss carryforward of approximately $
The Company’s income tax returns for the years ended September 30, 2022 and 2021 and for the period from September 15, 2020 (Inception) to September 30, 2020, are currently open to audit by federal and state jurisdictions.
NOTE 6. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the nine months ended June 30, 2024, and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
We are not party to any contractual obligations at this time other than our Patent and License Know-How Agreement with Defiant Technologies, Inc. entered into on August 18, 2023.
NOTE 7. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of June 30, 2023, we were authorized to issue shares of preferred stock with a par value of $.
shares of preferred stock were issued and outstanding during the nine months ended June 30, 2023.
No series of preferred stock or rights for preferred stock had been designated on June 30, 2023.
Common Stock
As of June 30, 2024, we were authorized to issue shares of common stock with a par value of $.
As of September 30, 2023, shares of common stock were issued and outstanding; as of June 30, 2024 there were shares outstanding.
12
GLOBAL INNOVATIVE PLATFORMS, INC.
Notes to the Condensed Financial Statements
(Unaudited)
Warrants
Stock Options
We currently have no stock option plan.
NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events after June 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements.
13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with our unaudited financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties, and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward-looking statements made by, or on our behalf. We disclaim any obligation to update forward-looking statements.
The independent registered public accounting firm’s report on the Company’s consolidated financial statements as of September 30, 2023 includes a “going concern” explanatory paragraph, that describes substantial doubt about the Company’s ability to continue as a going concern.
PLAN OF OPERATIONS
The Company’s plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and opportunities for growth in return for shares of our common stock to create value for our shareholders.
The Company will need substantial additional capital to support its budget. The Company has had no revenues. The Company has no committed source for any funds as of date hereof. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, may never achieve sales or royalty income, and could fail in business as a result of these uncertainties.
The Company may borrow money to finance its future operations, although it does not currently contemplate doing so. Any such borrowing will increase the risk of loss to the investor in the event the Company is unsuccessful in repaying such loans.
RESULTS OF OPERATIONS
For the Three Months Ended June 30, 2024
14
Revenue
We did not recognize revenue during the three month periods ended June 30, 2024 and 2023, as we had no revenue generating activities during these periods.
General and Administrative Expenses
During the three months ended June 30, 2024, we incurred general and administrative expenses of $6,360, comprised of professional fees of $1,500 and administrative costs of $4,860. During the three months ended June 30, 2023, we incurred general and administrative expenses of $2,650 comprising professional fees of $1,650 and administrative fees of $1,000. An illness by our then CEO curtailed activity during the three months ended June 30, 2023 reduced our activities temporarily resulting in the reduction.
Operating Loss
During the three months ended June 30, 2024 and 2023, we incurred operating losses of $6,360 and $2,650, respectively, due to the factors discussed above.
Interest and Other Income (Expenses) Net
During the three month periods ended June 30, 2024 and 2023, we did not recognize any interest and other income (expenses), net.
Loss before Income Tax
During the three month periods ended June 30, 2024 and 2023, we incurred a loss before income taxes of $6,360 and $2,650, respectively, due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the three month periods ended June 30, 2024 and 2023 as we incurred taxable losses in the periods.
Net Loss
During the three month periods ended June 30, 2024 and 2023, we incurred net losses of $6,360 and $2,650, respectively, due to the factors discussed above.
For the Nine Months Ended June 30, 2024
Revenue
We did not recognize any revenue during the nine months ended June 30, 2024, as we had no revenue generating activities during this period.
15
General and Administrative Expenses
During the nine months ended June 30, 2024, we incurred general and administrative expenses of $59,715 comprising professional fees of $9,500 and administrative costs of $28,215. We had $22,000 in due diligence fees during the nine months ended June 30, 2024.During the nine months ended June 30, 2023, we incurred general and administrative expenses of $158,686, comprised of professional fees of $10,284 and administrative fees of $17,213. We incurred due diligence fees of $131,189. We reemphasized commencing operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods.
Operating Loss
During the nine month periods ended June 30, 2024 and 2023, we incurred an operating loss of $59,715 and $158,686, respectively, due to the factors discussed above.
Interest and Other Income (Expenses) Net
During the nine month periods ended June 30, 2024 and 2023, we did recognize any interest any other income (expenses), net.
Loss before Income Tax
During the nine months ended June 30, 2024, we incurred a loss before income taxes of 59,715 and $158,686, respectively, due to the factors discussed above.
Provision for Income Tax
No provision for income taxes was recorded during the nine month periods ended June 30, 2024 and 2023, as we incurred taxable losses in both periods.
Net Loss
During the nine month periods ended June 30, 2024 and 2023, we incurred net losses of 59,715 and $158,686, respectively, due to the factors discussed above.
LIQUIDITY
On June 30, 2024, we had total current assets of $10,146. On June 30, 2024 we had total liabilities of $216,897.
Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.
It is our current intention to seek to raise debt and/or equity financing to meet ongoing operating expenses and develop our operations and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders. There is no assurance that this series of events will be satisfactorily completed.
Future losses are likely to occur as, until we are able to fund our business plan and pursue opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses.
As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2024 and 2023, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.
Our primary sources and uses of cash for the nine months ended June 30, 2024 and 2023 were as follows:
16
| Nine Months Ended |
Nine Months Ended | |||||||
| June 30, 2024 | June 30, 2023 | |||||||
| Net Cash Used in Operating Activities | $ | 27,665 | $ | 158,449 | ||||
| Net Cash Flows from Investing Activities | — | — | ||||||
| Net Cash Flows from Financing Activities | 37,396 | 111,053 | ||||||
| Net Movement in Cash and Cash Equivalents | $ | 9,731 | $ | (47,396 | ) | |||
Operating Activities
During the nine months ended June 30, 2024, we incurred a net loss of $59,715 which after adjustments for an increase in accounts payable of $16,050, $16,000 of debenture interest resulted in net cash of $27,665 being used in operations.
Investing Activities
During the nine months ended June 30, 2024, we had no investing activities.
Financing Activities
During the nine months ended June 30, 2024, we had $37,396 in financing activities advanced from related parties $36,500 ($25,000 which was collected from the sale of a debenture and converted into common stock) and $896 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 is a publicly quoted company in the business of measuring gas outflow in pets and agriculture for diagnosis and treatment of illness.
We are pursuing opportunities for growth and will seek capital in return for shares of our common stock to create value for our shareholders, although there is no guarantee that the Company will be able to successfully close such transactions.
CRITICAL ACCOUNTING POLICIES
All companies are required to include a discussion of critical accounting policies and estimates used in the preparation of their financial statements. On an on-going basis, we evaluate our critical accounting policies and estimates. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Our significant accounting policies are described in Note 3 of our Financial Statements on page 7. These policies were selected because they represent the more significant accounting policies and methods that are broadly applied in the preparation of our financial statement.
Inflation
In the opinion of management, inflation has not and will not have a material effect on our operations in the immediate future.
Management will continue to monitor inflation and evaluate the possible future effects of inflation on our business and operations.
Off-Balance Sheet Arrangements
Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of June 30, 2024, we have no off-balance sheet arrangements.
17
Recently Issued Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Our sole executive officer, who serves as the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2024 (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer has concluded, based upon the evaluation described above, that, as of June 30, 2024, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.
Material Weakness
In connection with the preparation of our financial statements for the nine months ended June 30, 2024, we determined that we did not maintain effective controls over certain aspects of the financial reporting process because: (i) we lack a sufficient complement of personnel with a level of accounting expertise and an adequate supervisory review structure that is commensurate with our financial reporting requirements, (ii) there is inadequate segregation of duties due to the limitation on the number of our accounting personnel, and (iii) we have insufficient controls and processes in place to adequately verify the accuracy and completeness of spreadsheets that we use for a variety of purposes for our financial reporting.
We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. However, due to our size and our financial resources, remediating the several identified weaknesses has not been possible and may not be economically feasible now or in the future.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
18
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
Effective October 23, 2023, the Company entered into Subscription Agreements with various accredited investors pursuant to which the accredited investors purchased an aggregate of 24,531,027 shares of the Company’s common stock at a price per share of $0.0001 for an aggregate purchase price of $2,453. The closing occurred on October 23, 2023. That same day we also issued 2,160,000 shares of common stock in conversion of a $216,000 debenture we owed to Jeffrey D. Conley, a related party. On July 12, 2024, the Company issued 530,000 shares of common stock for services at par value of $.0001 per share, including 200,000 shares of common stock to our Chief Executive Officer Andrew Brown and issued 1,111 shares of common stock at par in cash as correction of an administrative error.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5. OTHER INFORMATION
19
On August 7, 2023, Matthew Veal appointed Andrew Brown to the Board of Directors. Mr. Veal then resigned from the board, Mr. Brown then assumed the role of Chairman and CEO.
Patent and Know-How License Agreement
On August 18, 2023, the Company entered into a Patent and Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc. (“Defiant”). Pursuant to the License Agreement, among other things, Defiant granted the Company a nontransferable, non-sublicensable, exclusive right and license to certain patents and know-how relating to animal testing and all commercial applications related to the animal market on a global basis (“Patent Rights”, “Know-How”, and “Materials”, respectively) to manufacture, use, offer for sale, sell or import (“Licensed Products”) in the animal market worldwide. The license is exclusive (subject to certain exceptions and conditions) with respect to the Patent Rights and Materials and non-exclusive with respect to the Know-How.
As consideration for the license under the License Agreement, the Company has agreed toto make an initial payment of $50,000, which is due 30 days from the effective date of the License Agreement (or, at Defiant’s discretion, $225,000 in a lump sum within 45 days from the effective date). Further, in consideration of the rights and licenses granted under the License Agreement, the Company is required to pay Defiant a royalty of 3% of net sales of all Licensed Products in the field of use throughout the world during the term of the License Agreement.
ITEM 5B. OTHER INFORMATION
During the quarter ended June 30, 2024, no director
or officer of the Company
20
ITEM 6. EXHIBITS
Exhibits. The following is a complete list of exhibits filed as part of this Form 10-Q. Exhibit numbers correspond to the numbers in the Exhibit Table of Item 601 of Regulation S-K.
* Filed herewith.
(1) Incorporated by reference from the exhibits included in the Company’s Registration Statement on Form 10 dated December 28, 2020.
(2) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on April 2, 2021.
(3) Incorporated by reference to the Form 8-K filed with the Securities and Exchange Commission on May 13, 2021.
(4) Incorporated by reference to the Form 10-K filed with the Securities and Exchange Commission on March 21, 2022.
21
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: September 12, 2024 | By: | /s/ Andrew Brown |
| Andrew Brown | ||
| (Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, and Principal Accounting Officer) |
22
EXHIBIT 31.1
CERTIFICATION OF PERIODIC REPORT
I, Andrew Brown, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Global Innovative Platforms, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. That the other certifying officer and I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s 4th quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5. That the other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Dated: September 12, 2024 | |
| /s/ Andrew Brown | |
| Andrew Brown | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION OF DISCLOSURE PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Global Innovative Platforms, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”) I, Andrew Brown, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 USC section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: September 12, 2024 | |
| /s/ Andrew Brown | |
| Andrew Brown | |
| Chief Executive Officer and Chief Financial Officer | |
| (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
CONDENSED BALANCE SHEETS - USD ($) |
Jun. 30, 2024 |
Sep. 30, 2023 |
|---|---|---|
| Current Assets | ||
| Cash and Cash Equivalents | $ 10,146 | $ 415 |
| Total Current Assets | 10,146 | 415 |
| Total Assets | 10,146 | 415 |
| Current Liabilities | ||
| Accounts Payable | 19,034 | 3,004 |
| Loan Payable – Related Party | 197,863 | 361,364 |
| Total Current Liabilities | 216,897 | 364,368 |
| Total Liabilities | 216,897 | 364,368 |
| Commitments and Contingencies (Note 8) | ||
| Shareholders’ Deficit | ||
| Preferred Stock, $0.0001 par value, 10,000,000 shares authorized, 0 issued or outstanding | 0 | 0 |
| Common Stock, $0.0001 par value, 1,990,000,000 shares authorized,27,310,112 and 619,085 issued and outstanding | 2,731 | 62 |
| Stock Subscription | 0 | 1,547 |
| Additional Paid in Capital | 251,238 | 35,454 |
| Retained (Deficit) Earnings | (460,720) | (401,016) |
| Total Shareholders’ Deficit | (206,751) | (363,953) |
| Total Liabilities and Shareholders’ Deficit | $ 10,146 | $ 415 |
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2024 |
Sep. 30, 2023 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 |
| Common stock, shares issued | 27,310,112 | 619,085 |
| Common stock, shares outstanding | 27,310,112 | 619,085 |
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Income Statement [Abstract] | ||||
| REVENUE | $ 0 | $ 0 | $ 0 | $ 0 |
| EXPENSES | ||||
| General and administrative expenses | 6,360 | 2,650 | 59,715 | 158,686 |
| Total Expenses | 6,360 | 2,650 | 59,715 | 158,686 |
| OPERATING LOSS | (6,360) | (2,650) | (59,715) | (158,686) |
| OTHER INCOME (EXPENSE) | 0 | 0 | 0 | 0 |
| Total Other Income (Expense) | 0 | 0 | 0 | 0 |
| INCOME (LOSS) BEFORE TAXES | (6,360) | (2,650) | (59,715) | (158,686) |
| TAXES | 0 | 0 | 0 | 0 |
| NET INCOME (LOSS) | $ (6,360) | $ (2,650) | $ (59,715) | $ (158,686) |
| Net Income (Loss) per Common Share: Basic | $ (0.00) | $ (0.01) | $ (0.00) | $ (0.25) |
| Net Income (Loss) per Common Share: Diluted | $ (0.00) | $ (0.01) | $ (0.00) | $ (0.25) |
| Weighted Average Common Shares Outstanding: Basic | 27,310,112 | 619,085 | 25,069,624 | 619,085 |
| Weighted Average Common Shares Outstanding: Diluted | 27,310,112 | 619,085 | 25,069,624 | 619,085 |
CONDENSED STATEMENTS OF CASH FLOW (UNAUDITED) - USD ($) |
9 Months Ended | |
|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Cash Flow from Operating Activities: | ||
| Net Loss | $ (59,715) | $ (158,686) |
| Adjustments to reconcile net loss to net cash used in operating activities | 0 | 0 |
| Changes in working capital items: | ||
| Accounts payable | 16,050 | 237 |
| Debenture interest | 16,000 | 0 |
| Net Cash Used in Operating Activities | (27,665) | (158,449) |
| Net Cash Flow from Investing Activities | 0 | 0 |
| Net Cash Flow from Financing Activities | ||
| Advances from Related Parties | 11,500 | 111,053 |
| Issuance of common stock for cash | 25,896 | 0 |
| Net Cash Provided by Financing Activities | 37,396 | 111,053 |
| Net Change in Cash: | 9,731 | (47,396) |
| Beginning Cash: | 415 | 47,757 |
| Ending Cash: | 10,146 | 361 |
| Supplemental Disclosures of Cash Flow Information: | ||
| Cash paid for interest | 0 | 0 |
| Cash paid for tax | $ 0 | $ 0 |
Pay vs Performance Disclosure - USD ($) |
3 Months Ended | 9 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
|
| Pay vs Performance Disclosure [Table] | ||||
| Net Income (Loss) | $ (6,360) | $ (2,650) | $ (59,715) | $ (158,686) |
Insider Trading Arrangements |
3 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Insider Trading Arrangements [Line Items] | |
| Rule 10b5-1 Arrangement Adopted | false |
| Non-Rule 10b5-1 Arrangement Adopted | false |
| Rule 10b5-1 Arrangement Terminated | false |
| Non-Rule 10b5-1 Arrangement Terminated | false |
NATURE OF OPERATIONS |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| NATURE OF OPERATIONS | NOTE 1. NATURE OF OPERATIONS
Nature of Business
Global Innovative Platforms Inc., a Delaware corporation, (“Global Innovative Platforms,” “Canning Street,” “the Company,” “We,” “Us” or “Our’) is a publicly quoted company in the business of measuring gas outflow in pets and agriculture for diagnosis treatment of illness. We are pursuing opportunities for growth and will seek capital in return for shares of our common stock to create value for our shareholders although there is no guarantee that the Company will be able to successfully close such transactions.
History
Global Innovative Platforms Inc. f/k/a Canning Street Corporation or Canning Street was incorporated in Delaware on September 15, 2020.
Effective September 30, 2020, following a corporate reorganization as described below (the “Holding Company Reorganization” or “the reverse recapitalization”), Canning Street became the reorganized successor to Alexandria Advantage Warranty Company, a publicly quoted holding company that ceased trading in 2016.
Reorganization into a Holding Company Structure for Global Innovative Platforms, Inc., reorganization successor to Alexandria Advantage Warranty Company.
Effective September 29, 2020, Alexandria Advantage Warranty Company (“Alexandria Advantage Colorado’), a Colorado corporation, redomiciled to Delaware by merging with its wholly owned subsidiary, Alexandria Advantage Warranty Company (“Alexandria Advantage Delaware”), a Delaware corporation.
Alexandria Advantage Colorado ceased to exist as an independent legal entity following its merger with Alexandria Advantage Delaware. Pursuant to the Delaware Holding Company formation statute, DGCL Section 251(g), Alexandria Advantage Delaware entered into an Agreement and Plan of Merger and Reorganization into a Holding Company with Global Innovative Platforms, Inc. (“Canning Street”) and AAWC Corporation (“AAWC”), both wholly-owned subsidiaries of Alexandria Advantage Delaware, effective September 30, 2021.
The Agreement and Plan of Merger and Reorganization into a Holding Company provided for the merger of Alexandria Advantage Delaware with, and into AAWC, with AAWC being the surviving corporation in the merger, as a subsidiary to Canning Street. Alexandria Advantage Delaware ceased to exist as an independent legal entity following its merger with AAWC. The shareholders of Alexandria Advantage Delaware were converted, by the holding company reorganization, under the Agreement, to shareholders of Canning Street on a one for one basis pursuant to the Agreement and the Delaware Statute Sec. 251(g).
AAWC, the surviving company of the merger with Alexandria Advantage Delaware, became a wholly owned subsidiary of Canning Street, the holding company. Canning Street became the parent holding company resulting under the Agreement, pursuant to Delaware General Corporation Law section 251(g), with its wholly owned subsidiary company, AAWC, the surviving company of the merger with Alexandria Advantage Delaware.
As a result of the Holding Company Reorganization, shareholders in publicly quoted Alexandria Advantage Delaware, formerly the shareholders of Alexandria Advantage Colorado as of the date of the reorganization, became shareholders in the publicly quoted Canning Street.
AAWC, being the direct successor by the merger with Alexandria Advantage Delaware, became a subsidiary company of Canning Street. The Holding Company Reorganization has been accounted for so as to reflect the fact that both AAWC and Canning Street were under common control at the date of the Holding Company Reorganization, similar to a reverse acquisition of AAWC by Canning Street
|
GOING CONCERN |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| GOING CONCERN | NOTE 2. GOING CONCERN
Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. We have no ongoing business or income, incurred a loss of $59,715 in the nine months ended June 30, 2024, and had a retained deficit of $460,721 as of June 30, 2024. 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 operating expenses and ultimately in merging with another entity with experienced management and profitable operations. No assurances can be given that we will be successful in achieving these objectives.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. We have selected September 30 as our financial year end. We have not earned any revenue to date.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of June 30, 2024 and September 30, 2023, our cash balance was $10,146 and $415, respectively.
Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.
Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 4 and 5 below for details of related party transactions in the period presented.
Fixed Assets
We owned no fixed assets as of June 30, 2024, or September 30, 2023.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term.
We were not party to any lease transactions during the nine months and the three months ended June 30, 2024 or June 30, 2023.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. We record a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.
Uncertain Tax Positions
We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.
Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation
Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the during the nine months and the three months ended June 30, 2024 and June 30, 2023, we did not recognize any revenue.
Advertising Costs
We expense advertising costs when advertisements occur. No advertising costs were incurred during the nine months and the three months ended June 30, 2024 and June 30, 2023.
Stock Based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
Basic net loss per common share (“EPS”) is computed by dividing loss available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share is computed by dividing net income by the weighted average shares outstanding, assuming all dilutive potential common shares were issued. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.
potentially dilutive debt or equity instruments were issued or outstanding during the three and nine months ended June 30, 2024 and 2023.
Recently Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
|
LOAN PAYABLE - RELATED PARTY |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Debt Disclosure [Abstract] | |
| LOAN PAYABLE - RELATED PARTY | NOTE 4. LOAN PAYABLE - RELATED PARTY
As of June 30, 2024 and September 30, 2023, we owed $, $, and $ ($ at September 30, 2023) to principal shareholders (plus an additional $ that was owed to a shareholder on September 30, 2023 but converted to common stock in October, 2023).
The loans are unsecured, interest free and due on demand.
|
INCOME TAXES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INCOME TAXES | NOTE 5. INCOME TAXES
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code that affect fiscal 2018, including, but not limited to requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that is payable over eight years. The Tax Act also establishes new tax laws that will affect 2018 and later years, including, but not limited to, a reduction of the U.S. 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 June 30, 2022, as we incurred tax losses during the period. When it is more likely than not that a tax asset cannot be realized through future income, we must record an allowance against any future potential future tax benefit. We have provided a full valuation allowance against the net deferred tax asset, consisting of net operating loss carry forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry forward periods.
The Company has not taken a tax position that, if challenged, would have a material effect on the financial statements for the three months ended June 30, 2022, as defined under ASC 740, “Accounting for Income Taxes.” We did not recognize any adjustment to the liability for uncertain tax position and therefore did not record any adjustment to the beginning balance of the accumulated deficit on the balance sheet.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes.
The sources and tax effects of the differences for the periods presented are as follows:
A reconciliation of the income taxes computed at the statutory rate is as follows:
As of June 30, 2024, the Company had a federal net operating loss carryforward of approximately $460,721. The federal net operating loss carryforward does not expire but may only be used against taxable income to 80%. In response to the novel coronavirus COVID-19, the Coronavirus Aid, Relief, and Economic Security Act temporarily repealed the 80% limitation for NOLs arising in 2018, 2019, and 2020. 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, 2022 and 2021 and for the period from September 15, 2020 (Inception) to September 30, 2020, are currently open to audit by federal and state jurisdictions.
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COMMITMENTS & CONTINGENCIES |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| COMMITMENTS & CONTINGENCIES | NOTE 6. COMMITMENTS & CONTINGENCIES
Legal Proceedings
We were not subject to any legal proceedings during the nine months ended June 30, 2024, and, to the best of our knowledge, no legal proceedings are pending or threatened.
Contractual Obligations
We are not party to any contractual obligations at this time other than our Patent and License Know-How Agreement with Defiant Technologies, Inc. entered into on August 18, 2023.
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SHAREHOLDERS’ DEFICIT |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Equity [Abstract] | |
| SHAREHOLDERS’ DEFICIT | NOTE 7. SHAREHOLDERS’ DEFICIT
Preferred Stock
As of June 30, 2023, we were authorized to issue shares of preferred stock with a par value of $.
shares of preferred stock were issued and outstanding during the nine months ended June 30, 2023.
No series of preferred stock or rights for preferred stock had been designated on June 30, 2023.
Common Stock
As of June 30, 2024, we were authorized to issue shares of common stock with a par value of $.
As of September 30, 2023, shares of common stock were issued and outstanding; as of June 30, 2024 there were shares outstanding.
Warrants
No warrants were issued or outstanding during the three months ended June 30, 2024.
Stock Options
We currently have no stock option plan.
No stock options were issued or outstanding during the three months ended June 30, 2024.
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SUBSEQUENT EVENTS |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 8. SUBSEQUENT EVENTS
The Company evaluated subsequent events after June 30, 2024, in accordance with FASB ASC 855 Subsequent Events, through the date of the issuance of these financial statements.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended |
|---|---|
Jun. 30, 2024 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation
The summary of significant accounting policies is presented to assist in the understanding of the financial statements. These policies conform to accounting principles generally accepted in the United States of America and have been consistently applied. We have selected September 30 as our financial year end. We have not earned any revenue to date.
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
We maintain cash balances in a non-interest-bearing account that currently does not exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with a maturity of three months or less are considered to be cash equivalents. As of June 30, 2024 and September 30, 2023, our cash balance was $10,146 and $415, respectively.
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| Fair Value Measurements | Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange.
Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs.
Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value of financial transmission rights.
Our financial instruments consist of our accounts payable, accrued expenses - related party and loan payable – related party. The carrying amount of our accounts payable, accrued expenses- related parties and loan payable – related party approximates their fair values because of the short-term maturities of these instruments.
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| Related Party Transactions | Related Party Transactions
A related party is generally defined as (i) any person that holds 10% or more of our membership interests including such person’s immediate families, (ii) our management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with us, or (iv) anyone who can significantly influence our financial and operating decisions. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. See Notes 4 and 5 below for details of related party transactions in the period presented.
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| Fixed Assets | Fixed Assets
We owned no fixed assets as of June 30, 2024, or September 30, 2023.
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| Leases | Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) as assets, operating lease non-current liabilities, and operating lease current liabilities in our balance sheet. Finance leases are property and equipment, other current liabilities, and other non-current liabilities in the balance sheet. ROU assets represent the right to use an asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over lease term. As most of the leases do not provide an implicit rate, we generally use the incremental borrowing rate on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at the commencement date. The operating ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payment is recognized on a straight-line basis over the lease term.
We were not party to any lease transactions during the nine months and the three months ended June 30, 2024 or June 30, 2023.
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| Income Taxes | 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.
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| Uncertain Tax Positions | Uncertain Tax Positions
We evaluate tax positions in a two-step process. We first determine whether it is more likely than not that a tax position will be sustained upon examination, based on the technical merits of the position. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. We classify gross interest and penalties and unrecognized tax benefits that are not expected to result in payment or receipt of cash within one year as long-term liabilities in the financial statements.
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| Revenue Recognition | Revenue Recognition
Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:
Step 1: Identify the contract(s) with customers Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to performance obligations Step 5: Recognize revenue when the entity satisfies a performance obligation
Service revenues are recognized as the services are performed in proportion to the transfer of control to the customer and real estate revenues are recognized at the time of sale when consideration has been exchanged and title has been conveyed to the buyer. At this time, we have not identified specific planned revenue streams. During the during the nine months and the three months ended June 30, 2024 and June 30, 2023, we did not recognize any revenue.
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| Advertising Costs | Advertising Costs
We expense advertising costs when advertisements occur. No advertising costs were incurred during the nine months and the three months ended June 30, 2024 and June 30, 2023.
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| Stock Based Compensation | Stock Based Compensation
The cost of equity instruments issued to non-employees in return for goods and services is measured by the grant date fair value of the equity instruments issued. The cost of employee services received in exchange for equity instruments is based on the grant date fair value of the equity instruments issued.
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| 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.
potentially dilutive debt or equity instruments were issued or outstanding during the three and nine months ended June 30, 2024 and 2023.
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| Recently Accounting Pronouncements | Recently Accounting Pronouncements
We have reviewed all the recently issued, but not yet effective, accounting pronouncements and do not believe any of these pronouncements will have a material impact on our financial statements.
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INCOME TAXES (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of effective income tax rate reconciliation |
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| Schedule of deferred tax assets |
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GOING CONCERN (Details Narrative) |
9 Months Ended |
|---|---|
|
Jun. 30, 2024
USD ($)
| |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Loss | $ 59,715 |
| Retained deficit | $ 460,721 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
3 Months Ended | 9 Months Ended | |||
|---|---|---|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
Jun. 30, 2024 |
Jun. 30, 2023 |
Sep. 30, 2023 |
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| Accounting Policies [Abstract] | |||||
| Cash balance | $ 10,146 | $ 10,146 | $ 415 | ||
| Fixed assets | 0 | 0 | $ 0 | ||
| Revenue | 0 | $ 0 | 0 | $ 0 | |
| Advertising costs | $ 0 | $ 0 | $ 0 | $ 0 | |
| Antidilutive securities | 0 | 0 | 0 | 0 | |
LOAN PAYABLE - RELATED PARTY (Details Narrative) - USD ($) |
Sep. 30, 2023 |
Jun. 30, 2024 |
|---|---|---|
| Loan payable related party | $ 361,364 | $ 197,863 |
| Shareholder One [Member] | ||
| Loan payable related party | 100,000 | 100,000 |
| Converted to common stock | 175,000 | |
| Shareholder Two [Member] | ||
| Loan payable related party | 50,000 | 50,000 |
| Shareholder Three [Member] | ||
| Loan payable related party | $ 36,363 | $ 47,863 |
INCOME TAXES (Details) |
9 Months Ended | |
|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
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| Income Tax Disclosure [Abstract] | ||
| Statutory U.S. Federal Income Tax Rate | 21.00% | 21.00% |
| State Income Taxes | 5.00% | 5.00% |
| Change in Valuation Allowance | (26.00%) | (26.00%) |
| Effective Income Tax Rate | 0.00% | 0.00% |
INCOME TAXES (Details 1) - USD ($) |
9 Months Ended | |
|---|---|---|
Jun. 30, 2024 |
Jun. 30, 2023 |
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| Income Tax Disclosure [Abstract] | ||
| Tax credit (expense) at statutory rate (26%) | $ 15,523 | $ 41,259 |
| Increase in valuation allowance | (15,523) | (41,259) |
| Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative) |
9 Months Ended |
|---|---|
|
Jun. 30, 2024
USD ($)
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| Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
| Operating loss carryforward | $ 460,721 |
| Maximum [Member] | |
| Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
| Federal corporate tax rate | 34.00% |
| Minimum [Member] | |
| Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
| Federal corporate tax rate | 21.00% |
SHAREHOLDERS’ DEFICIT (Details Narrative) - $ / shares |
Jun. 30, 2024 |
Sep. 30, 2023 |
|---|---|---|
| Equity [Abstract] | ||
| Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
| Preferred stock, par value | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, shares authorized | 1,990,000,000 | 1,990,000,000 |
| Common stock, par value | $ 0.0001 | $ 0.0001 |
| Common stock, shares issued | 27,310,112 | 619,085 |
| Common stock, shares outstanding | 27,310,112 | 619,085 |
| Warrant issued | 0 | |
| Warrant Outstanding | 0 | |
| Stock option issued | 0 | |
| Stock option outstanding | 0 |