What changed in this filing

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Item 9A. Controls and Procedures

2022-12-19 compared with 2022-12-19 · 126 added, 80 removed, 650 unchanged (24% of the section changed)

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Remediation Plan

to raising additional working capital, we plan to take steps to enhance and improve the design of our internal control over financial

During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified

To remediate such weaknesses, we plan to implement the following changes in the next fiscal year once we have identified a suitable

business to acquire and as our capital resources allow:

to raising additional working capital, we plan to take

steps to enhance and improve the design of our internal control over financial reporting.

During the period covered by this annual report

on Form 10-K, we have not been able to remediate the material weaknesses identified above.

To remediate such weaknesses, we plan to implement

the following changes in the next fiscal year once we have identified a suitable business to acquire and as our capital resources allow:

additional qualified personnel to address inadequate segregation of duties and ineffective

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following tables set forth, as of December 16, 2022, certain information with respect to the beneficial ownership of our

common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current

following tables set forth, as of December 16, 2022, certain information with respect to the beneficial ownership of

our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current

directors and executive officers.

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incurred fees to Eventus of $1,252 and $12,930 respectively, and owed Eventus $12,360 and $10,185, respectively, as of September 30,

2019 and 2018.

The office space used by the Company is provided by Eventus at no charge.

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All other fees

Audit related fees

All other fees

audit fees were paid for the audit services of our annual and quarterly reports.

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(the Company) as of September 30,

2020 and 2019, and the related consolidated statements of operations, stockholders deficit, and cash flows for each of the years

in the two-year period ended September 30, 2020 and 2019, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September

30, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended September

30, 2020, in conformity with accounting principles generally accepted in the United States of America.

2019 and 2018, and the related consolidated statements of operations, statements of stockholders deficit, and

cash flows for each of the years in the two-year period ended September 30, 2019 and 2018, and the related notes (collectively referred

to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of September 30, 2019 and 2018, and the results of its operations and its cash flows for the each

of the years in the two-year period ended September 30, 2019, in conformity with accounting principles generally accepted

in the United States of America.

Doubt about the Companys Ability to Continue as a Going Concern

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As of September 30, 2019, the Company had cash of $527.

These conditions raise substantial doubt about the Companys ability

to continue as a going concern.

Managements evaluation of the events and conditions and managements plans regarding those

matters also are described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this

These conditions raise substantial doubt about the Companys

ability to continue as a going concern.

Managements evaluation of the events and conditions and managements plans regarding

those matters also are described in Note 2.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Our opinion is not modified with respect to that matter.

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financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the Public Company Accounting

Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or

The Company is not required to have, nor were we engaged to perform, an audits of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the

purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Those standards require that we plan and perform

the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement,

whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control

over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over

financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over

financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

that our audits provide a reasonable basis for our opinion.

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

have served as the Companys auditor since 2021.

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September 30,

Current assets:

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Current liabilities:

Accounts payable (including $88,020 and $87,237 due to related parties)

Accounts payable (including $87,237 and $85,062)

Accrued liabilities

Convertible notes payable

Notes payable

Total Liabilities

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Preferred stock, $0.0001 par value, 25,000,000 authorized, none issued or outstanding

Common stock, $0.0001 par value, 300,000,000 shares authorized, 78,363,567 shares issued and outstanding

Common stock, $0.0001 par value, 300,000,000 shares authorized, 78,363,567 shares issued and outstanding as of September 30, 2019 and 2018

Additional paid in capital

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Operating expenses:

General and administrative (including fees paid to related party of $783 and $1,252)

General and administrative (including $1,252 and $12,930 of fees paid to related party)

Total operating expenses

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Interest expense

Change in fair value of convertible debt

Total other expenses

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Balance, September 30, 2018

$ (5,098,487 )

Balance, September 30, 2019

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Adjustment to reconcile net loss to net cash used in operating activities:

Change in fair value of convertible debt

Change in operating assets and liabilities:

Accounts payable

Accounts payable - related parties

Accrued expenses

Accrued liabilities

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of notes payable

Net cash provided by financing activities

Net change in cash

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recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

August 5, 2020, the FASB issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic

470-20) and Derivatives and Hedging—Contracts in Entitys Own Equity (Subtopic 815-40 , which simplifies the accounting

for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on

an entitys own equity.

The ASUs amendments are effective for public business entities that are not smaller reporting companies

for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.

For all other entities, the amendments

are effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

The guidance may be

early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

The Company has determined

that the adoption of this guidance has no impact on its consolidated financial statements.

December 2019, the FASB issued ASU No.

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The Company has determined that the adoption of this guidance has no impact on its consolidated financial statements.

June 2016, the FASB issued ASU No.

2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial

Instruments (ASU 2016-13).

ASU 2016-13 amends the guidance on the impairment of financial instruments.

This update adds

an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses.

In November 2019, the FASB issued

2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) .

ASU 2019-10 changes the effective date of the credit loss standard (ASU 2016-13) to fiscal years beginning after December 15, 2022, including

interim periods within those fiscal years for smaller reporting companies.

Further, the ASU clarifies that operating lease receivables

are not within the scope of ASC 326-20 and should instead be accounted for under the new leasing standard, ASC 842.

The Company has determined

that the adoption of this guidance has no impact on its consolidated financial statements.

Adopted Accounting Pronouncements

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the adoption of this guidance had no impact on its consolidated financial statements.

May 2014, the FASB issued ASU, 2014-09—

Revenue from Contracts with Customers (Topic 606) , or ASU 2014-09, and further updated

through ASU 2016-12, or ASU 2016-12, which amends the existing accounting standards for revenue recognition.

ASU 2014-09 is based on

principles that govern the recognition of revenue at an amount to which an entity expects to be entitled to when products are transferred

to customers.

This guidance is effective for annual reporting periods, and interim periods within those years, beginning after December

15, 2017 for public entities, and after December 15, 2018 for non-public entities.

The new revenue standard may be applied retrospectively

to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption.

The Company adopted

ASU 2014-09 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated

financial statements.

February 2016, the FASB issued ASU No.

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2016-02 is effective for reporting periods beginning after December

The Company adopted ASU 2016-02 on October 1, 2019 and has determined that the adoption of this guidance

The Company adopted ASI 2016-02 on October 1, 2019 and has determined that the adoption of this guidance

had no impact on its consolidated financial statements.

April 2016, the FASB issued ASU 2016 –

10 Revenue from Contracts with Customers:

identifying Performance Obligations

and Licensing .

The amendments in this Update clarify the two following aspects (a) contracts with customers to transfer goods

and services in exchange for consideration and (b) determining whether an entitys promise to grant a license provides a customer

with either a right to use the entitys intellectual property (which is satisfied at a point in time) or a right to access the

entitys intellectual property (which is satisfied over time).

The amendments in this Update are intended to reduce the degree

of judgement necessary to comply with Topic 606.

Public business entities will adopt the standard for annual reporting periods beginning

after December 15, 2017, including interim periods within that year.

The Company adopted ASU 2016-10 on October 1, 2018

and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash

The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement

of cash flows.

ASU 2016-15 is effective for the Company beginning in the first quarter of fiscal 2019.

Early adoption is permitted, provided

that all of the amendments are adopted in the same period.

The guidance requires application using a retrospective transition method.

The Company adopted ASU 2016-15 on October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated

financial statements.

January 2017, FASB issued ASU 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business .

The amendments in this Update is to clarify the definition of a business with the objective of adding guidance to assist entities with

evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses.

The definition of a business

affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation.

The guidance is effective for annual

periods beginning after December 15, 2017, including interim periods within those periods.

The Company adopted ASU 2017-01 on

October 1, 2018 and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

May 10, 2017, the Financial Accounting Standards Board (FASB) issued an Accounting Standards Update (ASU)

2017-09 Compensation—Stock Compensation (Topic 718):

Scope of Modification Accounting , which provides guidance

to clarify when to account for a change to the terms or conditions of a share-based payment award as a modification.

Under the new guidance,

modification accounting is required only if the fair value, the vesting conditions, or the classification of the award (as equity or

liability) changes as a result of the change in terms or conditions.

The guidance is effective prospectively for all companies for annual

periods beginning on or after December 15, 2017.

Early adoption is permitted.

The Company adopted ASU 2017-09 on October 1, 2018

and has determined that the adoption of this guidance had no impact on its consolidated financial statements.

GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of September 30, 2019, the Company had an accumulated deficit of $5,098,487 and a working capital deficiency of $235,085.

ended September 30, 2020, the Company used cash in operating activities of $119.

As of September 30, 2020, the Company had cash of $408.

year ended September 30, 2019, the Company used cash in operating activities of $1,743.

As of September 30, 2019, the Company had

cash of $527.

These conditions raise substantial doubt about the Companys ability to continue as a going concern.

The Company recognizes it

will need to raise additional capital in order to fund operations and meet its payment obligations.

There is no assurance that additional

financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company and whether

the Company will generate revenues, become profitable and generate positive operating cash flow.

If the Company is unable to raise sufficient

additional funds on favorable terms, it will have to develop and implement a plan to further extend payables and to raise capital through

the issuance of debt or equity on less favorable terms until sufficient additional capital is raised to support further operations.

can be no assurance that such a plan will be successful.

recognizes it will need to raise additional capital in order to fund operations and meet its payment obligations.

assurance that additional financing will be available when needed or that management will be able to obtain financing on terms

acceptable to the Company and whether the Company will generate revenues, become profitable and generate positive operating cash

If the Company is unable to raise sufficient additional funds on favorable terms, it will have to develop and implement a plan

to further extend payables and to raise capital through the issuance of debt or equity on less favorable terms until sufficient

additional capital is raised to support further operations.

There can be no assurance that such a plan will be

the accompanying consolidated financial statements have been prepared in conformity with U.S.

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stock options were granted during the years ended September 30, 2019 and 2018.

following is a summary of outstanding stock options issued to employees and directors as of September 30, 2020:

following is a summary of outstanding stock options issued to employees and directors as of September 30, 2019 and 2018:

Exercise Price per

Outstanding September 30, 2020 and September 30, 2020

Outstanding September 30, 2019 and 2018

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of September 30, 2019 and 2018:

Exercise Price per

Outstanding September 30, 2020 and September 30, 2019

Outstanding September 30, 2019 and 2018

was no equity-based compensation for the years ended September 30, 2019 and 2018.

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Change in valuation allowance

Remeasurement of valuation allowance due to change in federal rate

components of the Companys deferred tax assets and liabilities as September 30, 2019 and 2018 is as follows:

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The change in valuation allowance was an increase

of approximately $4,000 and $3,000 for the years ended September 30, 2020 and 2019, respectively.

of approximately $3,000 and a decrease of approximately $126,000, for the years ended September 30, 2019 and 2018, respectively.

of September 30, 2019, we have a net operating loss carry forwards of approximately $1,124,000 (2018:

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The Company adopted the new rate as it relates to the calculations of deferred tax amounts as

of January 1, 2018.

of January 1, 2018, which caused a decrease in the Companys valuation allowance of approximately $133,000 for the year ended September

30, 2018 as a result of the Companys re-measurement.

SUBSEQUENT EVENTS

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures