GIPL Global Innovative Platforms Inc. - 10-K

ITEM 1A. RISK FACTORS.

The following risk factors and other information included in this Report on Form 10-K should be carefully considered. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we presently deem less significant may also impair our business operations. If any of the events or circumstances described in the following risk factors actually occurs, our business, operating results and financial condition could be materially adversely affected.

Our plan of operation is to obtain debt or equity financing to meet our ongoing operating expenses and attempt to develop our operations and related opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that any of our operations can successfully be developed to their full potential that any stockholder will realize any return on their shares after such a transaction has been completed. Any current transaction contemplated by us can be expected to have a significant dilutive effect on the percentage of shares held by our current stockholders.

There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

You should be aware that there are various risks associated with our business, including the risks discussed below. You should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.

There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.

Risks Related to Our Company

We have a retained deficit and anticipate future losses.  As of September 30, 2025, we had a retained deficit of approximately $1,250,000. Future losses are likely to occur until we have opportunities for growth in return for shares of our common stock to create value for our shareholders as we have no sources of income to meet our operating expenses.  As a public entity, subject to the reporting requirements of the Exchange Act of 1934, we will continue to incur ongoing expenses associated with professional fees for accounting, legal and a host of other expenses for annual reports and proxy statements. As a result, we may not have sufficient funds to grow our operations.  As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2025, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Our company has a limited operating history and an evolving business model which raises doubt about our ability to achieve profitability or obtain financing.  Our company only has a couple of years of operating history. Our company’s ability to continue as a going concern is dependent upon our ability to obtain adequate financing and to reach profitable levels of operations and we have a limited history of performance, revenue, earnings, and success. There can be no assurance that we will achieve profitability or obtain future financing.  There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Investors should be aware that there are various risks associated with our business, including the risks discussed below. Investors should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.

There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.

The speculative nature of our business plan may result in the loss of investor’s investment.  Our operations are in the start-up or stage only and are unproven. We may not be successful in implementing our business plan to become profitable. There may be less demand for our services than we anticipate. There is no assurance that our business will succeed, and investors may lose their entire investment.

The business plan and operations of the Company have been delayed in the past as we were confronted by further delays in implementing our plan. One of the delays were the result of the death of Dr. Bryon Blagburn in April 2024, who was a leading pioneer in breath analysis in animals and was engaged by our company to direct our heartworm testing protocols. We were able to replace Dr. Blagburn with Dr. Lindsay Starkey and Dr. Elyssa Campbell, a parasitologist. Further, in the future, we may be delayed in implementing our business plan for a number of reasons, including lack of capital, issues with testing our products and our inability to hire and train additional personnel. As such, it is possible that we may not meet all, or any, of the goals we have outlined in our business plan. In the event that we cannot develop the means to progress our business plan, it is possible that we may eventually cease all Company activity.

General economic factors may negatively impact the market for our veterinary products.  The willingness of pet owners and the agricultural industry to spend money on our products may be dependent upon general economic conditions; and any material downturn may reduce the likelihood of such parties incurring costs toward what some consumers may consider a discretionary expense item.

A wide range of economic and logistical factors may negatively impact our operating results.  Our operating results will be affected by a wide variety of factors that could materially affect revenues and profitability, including the timing and cancellation of customer orders and projects, competitive pressures on pricing, availability of personnel, and market acceptance of our services. As a result, we may experience material fluctuations in future operating results on a quarterly and annual basis which could materially affect our business, financial condition and operating results.

If we fail to advertise effectively and efficiently, the growth of our business may be compromised.  The future growth and profitability of our business will be dependent in part on the effectiveness and efficiency of our advertising and promotional expenditures, including our ability to (i) create greater awareness of our services and their value proposition, (ii) determine the appropriate creative message and media mix for future advertising expenditures, and (iii) effectively manage advertising and promotional costs in order to maintain acceptable operating margins. There can be no assurance that we will experience benefits from advertising and promotional expenditures in the future. In addition, no assurance can be given that our planned advertising and promotional expenditures will result in increased revenues, will generate levels of service and name awareness or that we will be able to manage such advertising and promotional expenditures on a cost-effective basis.

We have a limited operating history with losses, and we expect the losses to continue, which raises concerns about our ability to continue as a going concern.  We have generated minimal revenues since our inception and will, in all likelihood, continue to incur operating expenses with minimal revenues until we are able to successfully develop our business. Our business plan will require us to incur further expenses. We may not be able to ever become profitable.  We have no sources of income at this time and no existing cash balances to meet our ongoing operating expenses. In the short term, unless we are able to raise additional debt and/or equity we shall be unable to meet our ongoing operating expenses. On a longer-term basis, we intend to raise the debt and/or equity to meet our ongoing operating expenses and merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders. There can be no assurance that this series of events will be successfully completed . These circumstances raise concerns about our ability to continue as a going concern. We have a limited operating history and must be considered in the start-up stage. Our management has been able, thus far, to finance the operations through equity financing and cash on hand. There is no assurance that our company will be able to continue to finance our company on this basis.

Without additional financing to develop our business plan, our business may fail.  Because we have generated only minimal revenue from our business and cannot anticipate when we will be able to generate meaningful revenue from our business, we will need to raise additional funds to conduct and grow our business. We do not currently have sufficient financial resources to completely fund the development of our business plan. We anticipate that we will need to raise further financing. We can provide no assurance to investors that we will be able to find such financing if required. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing security-holders.

If we are unable to recruit or retain qualified personnel, it could have a material adverse effect on our operating results and stock price.  Our success depends in large part on the continued services of our sole executive officer and third-party scientific and other relationships. We currently do not have key person insurance on these individuals. The loss of these people, especially without advance notice, could have a material adverse impact on our results of operations and our stock price. It is also very important that we be able to attract and retain highly skilled personnel. Competition for qualified personnel can be intense, and there are a limited number of people with the requisite knowledge and experience. Under these conditions, we could be unable to recruit, train, and retain employees. If we cannot attract and retain qualified personnel, it could have a material adverse impact on our operating results and stock price.

If we fail to effectively manage our growth our future business results could be harmed.  As we proceed with our business plan, we expect to experience significant and rapid growth in the scope and complexity of our business. We will need to add staff to market our services, manage operations, handle sales and marketing efforts and perform finance and accounting functions. We will be required to hire a broad range of additional personnel in order to successfully advance our operations. This growth is likely to place a strain on our management and operational resources. The failure to develop and implement effective systems, or to hire and retain sufficient personnel for the performance of all of the functions necessary to effectively service and manage our potential business, or the failure to manage growth effectively, could have a materially adverse effect on our business and financial condition.

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:

The scope of rights granted under the License Agreement;

Ownership or control of intellectual property developed during the term of the agreement;

Obligations to maintain confidentiality of proprietary information;

Payment disputes or disagreements over royalty obligations.

If such disputes prevent or impair our ability to maintain the License Agreement on acceptable terms, or if Defiant Technologies restricts our access to the VOCAM Plus technology, we may be unable to successfully develop and commercialize our breath and air marker products. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.

Risks Related to Expired Patents on Licensed Technology:  Our development and commercialization of breath and air marker products depend significantly on the License Agreement with Defiant Technologies Inc. for the VOCAM Plus technology, which includes certain patents, know-how, and proprietary technology. Some of the patents underlying this licensed technology have expired or may expire during the term of the License Agreement. Expired patents no longer provide exclusive rights to the technology, potentially allowing competitors to develop similar or identical technologies without infringing on patent protections. This could result in increased competition, reduced market share, and downward pressure on pricing for our products. Additionally, while we rely on Defiant Technologies’ know-how and proprietary technology to maintain a competitive advantage, there can be no assurance that these non-patented assets will sufficiently differentiate our products or prevent competitors from replicating key aspects of the VOCAM Plus technology. If we are unable to leverage the remaining patented technology, know-how, or proprietary advancements effectively, or if competitors develop comparable technologies, our ability to successfully develop and commercialize our breath and air marker products could be materially impaired, adversely affecting our business, financial condition, and results of operations.

Our stock will in all likelihood continue to be thinly traded and as a result investors may be unable to sell at or near ask prices or at all if i investors need to liquidate their shares.

The shares of our common stock are currently thinly traded, meaning that the number of persons interested in purchasing our shares of common stock at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and would be reluctant to follow an unproven, early stage company such as ours or purchase or recommend the purchase of our shares of common stock until such time as we became more seasoned and viable. As a consequence, there may be periods of several days or more when trading activity in our shares of common stock is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on Securities price.

We cannot give any assurance that a broader or more active public trading market for our shares of Common Stock will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we cannot give investors any assurance that they will be able to sell their shares of common stock at or near ask prices or at all if investors need money or otherwise desire to liquidate their shares of common stock of our Company.

Risks Related to Securities Compliance and Regulation

As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us.  Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.

The regulation of Penny Stocks such as ours by the SEC and FINRA may have an effect on the tradability of our securities.  The Securities and Exchange Commission has adopted a number of rules to regulate “penny stocks.” Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute “penny stocks” within the meaning of the rules, the rules would apply to us and to our securities. The rules may further affect the ability of owners of Shares to sell our securities in any market that might develop for them.

Shareholders should be aware that, according to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established with respect to our securities.

Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

State securities laws may limit secondary trading, which may restrict the states in which investors can sell shares.  Secondary trading in our common stock may not be possible in any state until the common stock is qualified for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of the common stock in any particular state, the common stock cannot be offered or sold to, or purchased by, a resident of that state. In the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock could be significantly impacted.

Rule 144 sales in the future may have a depressive effect on our stock price.  All of the outstanding shares of common stock held by our present officers, directors, and affiliate stockholders are “restricted securities” within the meaning of Rule 144 under the Securities Act of 1933, as amended. As restricted shares, these shares may be resold only pursuant to an effective registration statement or under the requirements of Rule 144 or other applicable exemptions from registration under the Act and as required under applicable state securities laws. We are registering all of our outstanding shares so officers, directors and affiliates will be able to sell their shares if this Registration Statement becomes effective. Rule 144 provides in essence that a person who has held restricted securities for one year may, under certain conditions, sell every three months in brokerage transactions, a number of shares that does not exceed the greater of 1.0% of a company’s outstanding common stock or the average weekly trading volume during the four calendar weeks prior to the sale. There is no limit on the amount of restricted securities that may be sold by a nonaffiliate after the owner has held the restricted securities for a period of two years. A sale under Rule 144 or under any other exemption from the Act, may have a depressive effect upon the price of the common stock in any market that may develop.

There may be deficiencies with our internal controls that require improvements.  Our company is not required to provide a report on the effectiveness of our internal controls over financial reporting. We are in the process of evaluating whether our internal control procedures are effective and, therefore, there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such independent evaluations.

We have conducted an evaluation of our internal control over financial reporting based on the framework in “Internal Control Integrated Framework” issued by the Committee of Sponsoring Organizations for the Treadway Commission (“COSO”) and published in 2013, and subsequent guidance prepared by COSO specifically for smaller public companies. Based on that evaluation, management concluded that our internal control over financial reporting was not sufficient as of September 30, 2025 for the reasons discussed below:

A significant deficiency is a deficiency, or combination of deficiencies in internal control over financial reporting, that adversely affects the entity’s ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the entity’s financial statements that is more than inconsequential will not be prevented or detected by the entity’s internal control.

A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

Management identified the following material weakness and significant deficiencies in its assessment of the effectiveness of internal control over financial reporting as of September 30, 2025:

The Company did not maintain effective controls over certain aspects of the financial reporting process because we lacked personnel with accounting expertise to meet our financial reporting requirements.

Material Weakness – Inadequate segregation of duties.

The management of the Company believes that these material weaknesses will remain until such time that the Company has the resources to increase the number of personnel committed to the performance of its financial duties that such weaknesses can be specifically addressed. This will include, but not limited to, the following:

Hiring of additional personnel to adequately segregate financial reporting duties.

The retention of outside consultants to review our controls and procedures.

Risks Related to Our Organization and Structure

As a non-listed company, we are not subject to a number of corporate governance requirements, including the requirements for independent board members.  As a non-listed company we are not subject to a number of corporate governance requirements that an issuer with a listing on a national stock exchange would be. Accordingly, we are not required to have (a) a board of directors of which a majority consists of independent directors under the listing standards of a national stock exchange, (b) an audit committee composed entirely of independent directors and a written audit committee charter meeting a national stock exchange’s requirements, (c) a nominating/corporate governance committee composed entirely of independent directors and a written nominating/ corporate governance committee charter meeting a national stock exchange’s requirements, (d) a compensation committee composed entirely of independent directors and a written compensation committee charter meeting the requirements of a national stock exchange, and (e) independent audits of our internal controls. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of a national stock exchange.

Our common stock is subject to price volatility unrelated to our operations.  The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.  Our shares of common stock are traded on the OTCQX Markets. It is likely that our common stock will be subject to price volatility, low volumes of trades and large spreads in bid and ask prices quoted by market makers. Due to the low volume of shares traded on any trading day, persons buying or selling in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price of our stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our common stock exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. No assurance can be given that an active market in our common stock will be sustained. If an active market does not continue, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

Risks Related to Purchasers of our Shares

We may seek additional capital that may result in stockholder dilution or that may have rights senior to those of our common stock.  From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our stockholders to experience dilution.

Investors may never realize any economic benefit from a purchase of our Shares.  Because the market for our common stock is volatile, there is no assurance that investors will ever realize any economic benefit from their purchase of Shares.

We do not intend to pay dividends on our common stock and consequently investors’ ability to achieve a return on their investment depend on an appreciation in the price of our common stock.  We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.  T he success of an investment in shares of our common stock will depend upon any future appreciation in its value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

Loss of control by our present management and stockholders may occur upon the issuance of additional shares.  We may issue further shares as consideration for the cash, assets, or services out of our authorized but unissued common stock that would, upon issuance, represent a majority of our voting power and equity. The result of such an issuance would be those new stockholders and management would control us, and persons unknown could replace our management at this time. Such an occurrence would result in a greatly reduced percentage of ownership of us by our current shareholders.  We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

We may issue shares of our preferred stock in the future that may adversely impact investor’s rights as holders of our common stock.  Our Certificate of Incorporation authorizes us to issue up to 10,000,000 shares of preferred stock. Accordingly, our board of directors will have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issue such shares, without further stockholder approval. Our preferred Stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinking fund provisions. However, our board of directors could authorize the issuance of a series of preferred stock that would grant holders preferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock. To the extent that we do issue such additional shares of preferred stock, investor’s rights as holders of common stock could be impaired thereby, including, without limitation, dilution of investor’s ownership interests in us. In addition, shares of preferred stock could be issued with terms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in investor’s interest as holders of common stock.

The market price for our common stock has been, and may continue to be, highly volatile.  The market for low-priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are common. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:

quarterly variations in our operating results;

operating results that vary from the expectations of investors;

changes in expectations as to our future financial performance, including financial estimates by investors;

reaction to our periodic filings, or presentations by executives at investor and industry conferences;

changes in our capital structure;

announcements of innovations or new services by us or our competitors;

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

lack of success in the expansion of our business operations;

announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings;

additions or departures of key personnel;

asset impairment;

temporary or permanent inability to offer our products and services; and

rumors or public speculation about any of the above factors.

There are many established venture capital and financial concerns that may be developing alternatives that have significantly greater financial and personnel resources and technical expertise than we have. In view of our limited financial resources and limited management availability, we will continue to be at a significant competitive disadvantage compared to our competitors.

Investors should be aware that there are various risks associated with our business, including the risks discussed below. Investors should carefully consider these risk factors, as well as the other information contained in this annual report, in evaluating our business and us.

There can be no assurance that this series of events will be successfully completed or that any stockholder will realize any return on their shares after our business plan has been implemented.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

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

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

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” ‘should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars ($) except as otherwise indicated and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our unaudited interim consolidated financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly in the section entitled “Risk Factors” of this annual report.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

Plan of Operation

The Company’s plan of operation is to obtain debt or equity finance to meet our ongoing operating expenses and opportunities for growth in return for shares of our common stock to create value for our shareholders.

The Company will need substantial additional capital to support its budget. The Company has had no revenues. The Company has no committed source for any funds as of date hereof. In the event funds cannot be raised when needed, the Company may not be able to carry out its business plan, and although it has begun to achieve sales and royalty income as a subsequent event, it could fail in business as a result of these uncertainties.

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

Funding requirements

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

the expenses needed to attract and retain skilled personnel; and

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

Our business plans may change in the future and we will continue to require additional capital to meet the needs of our operating expenses. See the section titled “Risk factors—Risks related to our limited operating history, financial condition and need for additional capital.”

We have limited capital and we will need to raise additional capital in order to fund our operating expenses and capital expenditure requirements for first few months of fiscal year ending September 30, 2026 and beyond. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.

Until such time, if ever, as we can generate sufficient enough product revenue, we expect to finance our operations through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common shareholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates, or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we would be required to delay, scale back or discontinue our research, product development or future commercialization efforts, or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

From our inception through the date of this filing, we have historically financed our operations principally through the issuance and sale of common stock.

We have incurred significant net operating losses and negative cash flows since our inception. Since our inception, we have devoted substantially all of our resources to organizing and staffing our company, business planning, raising capital, establishing licensing, building our proprietary platform technologies, developing marketing plans, establishing our intellectual property portfolio, conducting research, , establishing arrangements with third parties for the manufacture of hardware we use and related raw materials, and providing general and administrative support for these operations. Our ability to generate sufficient product revenue to achieve profitability, if ever, will depend on the successful development, and eventual commercialization of our heartworm tests and any other potential future product candidates, which we expect may take a number of years to reach widespread adoption if ever.

For the year ended September 30, 2025 and 2024, we reported net losses of $718,251 and $136,197, respectively. Our net losses in fiscal year 2025 have resulted principally from pre-operating costs, public entity costs and costs incurred in our research and development activities whereas our prior year had greater due diligence fees as we were adjusting to unexpected delays in commencing our plans. As of September 30, 2025, we had an accumulated deficit of $1,255,464, and we had cash and cash equivalents of $17,828.

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

continue to conduct our ongoing testing of heartworm as well as initiate and complete studies of mold on food and related mycotoxins;

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

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

implement operational, financial, and management information systems;

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

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

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

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

establish a sales, marketing and distribution infrastructure, either ourselves or in partnership with others, to commercialize heartworm, lyme disease, and mold on food;

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

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

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

As a result, we will need additional financing to support our continuing operations. To date, we have funded our operations primarily with the proceeds from the issuance and sale of our Common Stock. We do not have any products approved for sale and have not generated any revenue from product sales since our inception. We do not expect to generate revenue from any product candidates that we develop until we obtain regulatory approval for one or more of such product candidates and commercialize our products or enter into collaboration arrangements with third parties. Until we can generate sufficient product revenue to finance our cash requirements, if ever, we expect to fund our operations through equity offerings or debt financings, credit or loan facilities, potentially other capital resources, or a combination of one or more of these funding sources. We may be unable to raise additional funds or enter into other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back, or discontinue the development or commercialization of heartworm and one or more potential future product candidates, which could have a material adverse effect on our business, results of operations or financial condition.

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

Summary of Financial and Operating Performance

Results of Operations for our Years Ended September 30, 2025 and 2024

Our net income (loss) and comprehensive income (loss) for our year ended September 30, 2025, for our year ended September 30, 2024, and the changes between those periods for the respective items are summarized as follows:

For the Year Ended September 30,

Change

Research and Development

Operating expenses:

General and administrative expenses

Professional fees

Public Entity expenses

Other operating expenses

Total operating expenses

Total Expenses

Operating loss

Total other income (expense)

Net loss

Net (loss) per share (basic and diluted)

Revenue

We did not recognize any revenue during the years ended September 30, 2025 and 2024, as our technology was not market ready during these periods.

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

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

Direct Components of R&D

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

Research

Laboratory research to discover new knowledge.

Applied Res earch

Conceptual formulation and design of product alternatives

Testing to evaluate product or process alternative

Development

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

Indirec t components of R & D included

We incurred $ of these indirect costs that are clearly related to the R&D activities. Account for facility expenses, such as rent and utilities for research spaces.

Indirect labor Include administrative support co sts that directly benefit research projects.

During the year ended September 30, 2025, we incurred total research and development expenses of $382,832, which was predominately due to the proportion of management time associated with finalizing the first two phases of our research and evaluating additional opportunities based on our findings. During the year ended September 30, 2024, we incurred expenses of $23,376, which was predominately due to set up costs for future research testing.

Operating expenses  include facilities costs, license fees, public entity and investor relations, general office expenditures, and other miscellaneous costs. . Operating expenses incurred related primarily to personnel costs of officers and consultants, as well as the activities necessary to support corporate and shareholder duties and are detailed in the above table. F or the year ended September 30, 2025, we incurred general and administrative expenses of $335,419 as compared to $112,821 for the fiscal year 2024 primarily due to the changing nature of much of our operation to research and the costs of raising capital supporting this aspect of our business plan including Public entity costs and professional fees increasing due to costs from a registration of our securities.

The components of Operating Costs are as follows:

G eneral and Administrative Expenses comprising general office expenditures fees of $13,472 during the year ended September 30, 2025. During the year ended September 30, 2024, we incurred general and administrative expenses of $25,063, We reemphasized commencing research operations as opposed to due diligence work and we made advances on how to approach operations from earlier periods.

Professional Fees  for fiscal 2025 were $24,250, having increased from $10,500 in fiscal year 2025 due to the increase in audit and financial review costs as our operations became more significant, as also discussed in Item 14.

Public entity costs  are from costs associated with being a public entity such as investor relations, securities filings, transfer agent and Edgarization costs and increased to $79,665 in fiscal year ended September 30, 2025 from $23,753 for the year ended September 30, 2024. This increase comprised of costs relating to a registration statement in fiscal in May 2025.

Other operating expenses  include license fees, personnel costs from operations, and other miscellaneous costs. Costs also increased to $218,032 in fiscal year 2025 as compared to $53,504 in the fiscal year September 30, 2024 primarily due to costs due to adding new personnel including one-time settlement charges with a former consultant and a $180,000 upfront cost from our entering into a consulting and media relations contract for the year ended September 30, 2025.

Operating Loss

During the years ended September 30, 2025 and 2024, we incurred an operating loss of $718,251 and $136,197, respectively, due to the factors discussed above.

Interest and Other Income (Expenses) Net

During the years ended September 30, 2025 and 2024, we did recognize any interest any other income (expenses), net.

Loss before Income Tax

During the years ended September 30, 2025 and 2024, we incurred a loss before income taxes of $718,251 and $136,197, respectively, due to the factors discussed above.

Provision for Income Tax

No provision for income taxes was recorded during the years ended September 30, 2025 and 2024, as we incurred taxable losses in both periods.

Net Loss

During the years ended September 30, 2025 and 2024, we incurred net losses of $718,251 and $136,197, respectively, due to the factors discussed above

Liquidity and Capital Resources

Since our inception, we have incurred significant operating losses. We have not yet commercialized our planned products and we do not expect to generate revenue from product sales adequate enough to cover operations for at least a year, if at all. We have financed our operations primarily through the issuance and sale of our Common Stock. For the year ended September 30, 2025, we received cash proceeds of $754,001 from sales of our Stock, which we used to buy a VOCAM Inventory Unit for $55,115 and for other product development cost of $120,333,and to fund operations of which used net cash of $560,740. On September 30, 2025, we liquid current assets of $17,828 (cash), total liabilities of $11,609, resulting in a liquid working capital surplu of $6,219 on September 30, 2025. The working capital deficits were the result of net losses. Consequently, we are now dependent on raising additional equity and/or debt to meet our ongoing operating expenses. There is no assurance that we will be able to raise the necessary equity and/or debt that we will need to fund our ongoing operating expenses.

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

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

As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for the year ended September 30, 2025 and 2024, an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

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

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

We currently have no further material funding commitments or arrangements for additional financing at this time and there is no assurance that we will be able to obtain additional financing on acceptable terms, if at all. There is significant uncertainty whether we will be able to secure any additional financing in the current equity or debt markets. The quantity of funds to be raised and the terms of any proposed equity or debt financing that may be undertaken will be negotiated by management as opportunities to raise funds arise. Management intends to pursue funding sources of both debt and equity financing, including but not limited to the issuance of equity securities in the form of Common Shares, warrants, subscription receipts, or any combination thereof in units of the Company pursuant to private placements to accredited investors or pursuant to equity lines of credit or public offerings in the form of underwritten/brokered offerings, at-the-market offerings, registered direct offerings, or other forms of equity financing and public or private issuances of debt securities including secured and unsecured convertible debt instruments or secured debt project financing. Management does not currently know the terms pursuant to which such financings may be completed in the future, but any such financings will be negotiated at arm’s-length. Future financings involving the issuance of equity securities or derivatives thereof will likely be completed at a discount to the then-current market price of the Company’s securities and will likely be dilutive to current shareholders.

Based on the conditions described within, management has concluded and the audit opinion and notes that accompany our financial statements for the years ended September 30, 2025 and 2024, disclose that substantial doubt exists as to our ability to continue in business. The financial statements included in this Registration have been prepared under the assumption that we will continue as a going concern. We are an exploration stage company and we have incurred losses since our inception. We believe that the going concern uncertainty cannot be alleviated with confidence until the Company has entered into a business climate where funding of its planned ongoing operating activities is secured.

Our primary sources and uses of cash for the year ended September 30, 2025 and 2024 were as follows:

Year Ended September 30,

Net cash (used) in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Cash Used in Operating Activities

During the year ended September 30, 2025 the company’s activities used $560,740 of cash would was the result of the net loss of $718,251 offset by an $82 decrease in payables, an offset of noncash expenses of $185,055 and a $32,400 paydown under our licensing agreement. We also incurred prepaid expense of $6,000.

During the year ended September 30, 2024 , we incurred a net loss of $136,197 which after adjustments for a decrease/paydown of in accounts payable of $2,551 and $17,600 of license payable, and an offset of $68,670 of noncash expenditures resulted in net cash of $87,378 being used in operations.

Investing Activities

During the years ended September 30, 2025 the company invested $175,448 in product development costs and during the year ended September 30, 2024, the Company did not have any investing activities.

Financing Activities

During the year ended September 30, 3025, the Company sold $754,001 of common stock

During the year ended September 30, 3024, the Company raised $26,000 from related party advances and sold $60,903 of common stock and $75 of stock subscriptions. We also converted $311,363 of related party advances into common stock.

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

Cash Flow Considerations

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

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

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

Future losses are likely to occur as, until we are able to merge with another entity with experienced management and opportunities for growth in return for shares of our common stock to create value for our shareholders, we have no sources of income to meet our operating expenses. As a result of these, among other factors, we received from our registered independent public accountants in their report for the financial statements for  the years ended September 30, 2025 and 2024 an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Debt Covenants

The Company was in compliance with its lenders as of September 30, 2025 and 2024. A deterioration of our relationship with our lenders would provide stress for greater capital, possibly on adverse terms for our shareholders.

Research and development

We enter into contracts in the normal course of business with Consultants and partners that also manufacture breath capture devices under our design specifications as well as gas chromatographers we use in research, product improvement, and operations. Prepayments under these arrangements can generally be repurposed or the services themselves cancelable upon prior written notice, though cancellation fees are likely. Payments due upon cancellation consist only of payments for services provided and expenses incurred up to the date of cancellation.

Going Concern

We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations.

The continuation of our business is dependent upon us raising additional financial support and/or attaining and maintaining profitable levels of internally generated revenue. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2024, the end of the third quarter covered by the comparative information of this prospectus, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer) who acts as our secretary, treasurer and chief financial officer (also our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer) and who is also our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) concluded that our disclosure controls and procedures were not effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period.

Off-Balance Sheet Arrangements

Per SEC regulations, we are required to disclose our off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, such as changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to investors. As of September 30, 2025 and 2024, we have no off-balance sheet arrangements.

Environmental

Not applicable.

Forward-Looking Statements

The foregoing discussion and analysis, as well as certain information contained elsewhere in this Annual Report on Form 10-K, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby. See the discussion in “Forward-Looking Statements” in Item 1., “Business.”

Accounting Developments

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

Critical Accounting Policies

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

Carrying Value of Long-Lived Assets

The recoverability of the carrying values of mineral properties is dependent upon economic reserves being discovered or developed on the properties, permitting, financing, start-up, and commercial production from, or the sale/lease of, or other strategic transactions related to these properties. Development and/or start-up of a project will depend on, among other things, management’s ability to raise sufficient capital for these purposes. We assess the carrying cost of our mineral properties for impairment whenever information or circumstances indicate the potential for impairment. This would include events and circumstances such as our inability to obtain all the necessary permits, changes in the legal status of our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in economic conditions, including the price of commodities or input prices. Such evaluations compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, an impairment loss will be recorded. Where estimates of future net cash flows are not determinable and where other conditions indicate the potential for impairment, management uses available market information and/or third-party valuation experts to assess if the carrying value can be recovered and to estimate fair value.

We review and evaluate our long-lived assets, other than mineral properties, for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. An impairment loss is measured and recorded based on the estimated fair value of the long-lived assets being tested for impairment and their carrying amounts.

Income Taxes

We account for income taxes using the liability method, recognizing certain temporary differences between the financial reporting basis of our liabilities and assets and the related income tax basis for such liabilities and assets. This method generates a net deferred income tax liability or asset, as measured by the statutory tax rates in effect. We derive our deferred income tax expense or benefit by recording the change in the net deferred income tax liability or asset balance for the year. With respect to the earnings we derive from the operations of our subsidiaries, in those situations where the earnings are indefinitely reinvested, no deferred taxes have been provided on the unremitted earnings (including the excess of the carrying value of the net equity of such entities for financial reporting purposes over the tax basis of such equity) of our subsidiaries.

We are subject to reviews of our income tax filings and other tax payments, and disputes can arise with the taxing authorities over the interpretation of its contracts or laws. We recognize and record potential tax liabilities and record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate. If our estimate of tax liabilities proves to be different than the ultimate assessment, an additional expense or benefit would result. We recognize interest and penalties, if any, related to unrecognized tax benefits in  Income tax benefit (expense).  In certain jurisdictions, we must pay a portion of the disputed amount to the local government in order to formally appeal the assessment. Such payment is recorded as a receivable if we believe the amount is ultimately recoverable.

Valuation of Deferred Tax Assets

Our deferred income tax assets include certain future tax benefits. We record a valuation allowance against any portion of those deferred income tax assets when we believe, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred income tax asset will not be realized. We review the likelihood that we will realize the benefit of our deferred tax assets and therefore the need for valuation allowances on a quarterly basis, or more frequently if events indicate that a review is required. In determining the requirement for a valuation allowance, the historical and projected financial results of the legal entity or group recording the net deferred tax asset is considered, along with all other available positive and negative evidence.

Other

The Company has one class of shares, Common Shares. It has 44,477,241 outstanding shares, with no share options, warrants, and convertible debt options outstanding as of September 30, 2025.