What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2022-12-19 · 156 added, 130 removed, 352 unchanged (45% of the section changed)

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Current assets:

Prepaid expenses

LIABILITIES AND STOCKHOLDERS DEFICIT

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Convertible notes payable

Notes payable

Notes payable – related party

Total Liabilities

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For the Three Months Ended

For the Nine Months Ended

Operating expenses:

General and administrative (including fees paid to related party of $ 4,770 and $ 4,730 )

General and administrative (including fees paid to related party of $ 15,705 and $ 0 , and $ 43,283 and $ 0 , for the three and nine months ended June 30, 2021 and 2020, respectively)

Total operating expenses

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Other expenses (income):

Interest expense (including related party interest of $ 132 and $ 0 )

Interest expense

Gain on forgiveness of debt

Total other expenses (income), net

Total other expenses, net

Per share information:

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CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

THE THREE AND NINE MONTHS ENDED JUNE 30, 2021 AND 2020

Additional Paid

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( 5,102,007 )

Balance, March 31, 2020

$ ( 5,105,534 )

$ ( 242,132 )

Balance, June 30, 2020

$ ( 5,109,094 )

$ ( 245,692 )

Balance, October 1, 2020

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( 5,120,852 )

Balance, March 31, 2021

$ ( 5,163,564 )

$ ( 300,162 )

Balance, June 30, 2021

$ ( 5,182,770 )

$ ( 319,368 )

accompanying footnotes are an integral part of these unaudited condensed consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

THE NINE MONTHS ENDED JUNE 30, 2021 AND 2020

Cash flows from operating activities:

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Cash flows from financing activities:

Payments on notes payable

Payment on convertible note payable

Net cash used in financing activities

Proceeds from issuance of notes payable

Net cash provided by financing activities

Net change in cash

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by including common stock equivalents outstanding for the period in the denominator.

For the three months ended December 31, 2021 and

2020, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of September 30, 2021, the Company had two convertible notes with principal and accrued interest balances totaling and $32,366.

During the three months ended December 31, 2021, the Company repaid one of these notes and related accrued interest totaling $15,408.

As of December 31, 2021, the Company had one convertible note remaining with principal and accrued interest totaling $17,578.

The note holders are entitled, at their option, to convert all or a part of their options at the date into shares of the of common stock

in the Company at a price equal to a 20% discount to the closing price of the common stock on the date of the lenders notice of

conversion, subject to a floor of $0.01.

These common stock equivalents of approximately 271,936 and 453,644 shares as of December 31,

2021 and 2020, respectively, are not included in the calculation of diluted EPS as their effect would be anti-dilutive.

of December 31, 2021 and September 30, 2021, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

For the three and nine months ended June 30, 2021

and 2020, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

of June 30, 2021 and September 30, 2020, the Company had two convertible notes with principal and accrued interest balances totaling

and $31,610 and $29,366, respectively.

The note holders are entitled, at their option, to convert all or a part of their options at the

date into shares of the of common stock in the Company at a price equal to a 20% discount to the closing price of the common stock on

the date of the lenders notice of conversion, subject to a floor of $0.01.

These common stock equivalents of approximately 339,159

and 2,432,789 shares as of June 30, 2021 and 2020 , respectively, are not included in the calculation of

diluted EPS as their effect would be anti-dilutive.

of June 30, 2021 and September 30, 2020, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

option, with an exercise price of $0.0067, which are not included in the calculation of diluted EPS as their effect would be anti-dilutive.

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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

December 2019, the FASB issued ASU No.

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ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020.

The Company adopted ASU 2019-12 on September 30, 2021 and has determined that the adoption of this guidance had no impact on its consolidated

financial statements.

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

Adopted Accounting Pronouncements

August 2018, the FASB issued ASU No.

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or modified disclosures upon issuance of ASU 2018-13.

The Company adopted ASU 2018-13 on October 1, 2020 and has determined that the

The Company adopted ASI 2018-13 on October 1, 2020 and has determined that the

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

February 2016, the FASB issued ASU No.

2016-02, Leases, to improve financial reporting about leasing transactions.

This ASU will

require organizations that lease assets (lessees) to recognize a lease liability and a right-of-use asset on its balance

sheet for all leases with terms of more than twelve months.

A lease liability is a lessees obligation to make lease payments arising

from a lease, measured on a discounted basis and a right-of-use asset represents the lessees right to use, or control use of,

a specified asset for the lease term.

The amendments in this ASU simplify the accounting for sale and leaseback transactions primarily

because lessees must recognize lease assets and lease liabilities.

This ASU leaves the accounting for the organizations that own the

assets leased to the lessee (lessor) largely unchanged except for targeted improvements to align it with the lessee accounting

model and Topic 606, Revenue from Contracts with Customers.

2016-02 is effective for reporting periods beginning after December

The Company adopted ASI 2016-02 on January 1, 2019 and has determined that the adoption of this guidance had no impact on its

consolidated financial statements.

2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of December 31, 2021, the Company had an accumulated deficit of $ 5,248,942 and a working capital deficiency of $ 385,540 .

During the three

months ended December 31, 2021, the Company incurred a net loss of $ 59,355 and used cash in operating activities of $ 43,598 .

As of December

of June 30, 2021, the Company had an accumulated deficit of $ 5,182,770 and a working capital deficiency of $ 319,368 .

During the nine

months ended June 30, 2021, the Company incurred a net loss of $ 69,272 and used cash in operating activities of $ 120 .

As of June 30,

2021, the Company had cash of $ 42,788 .

These conditions raise substantial doubt about the Companys ability to continue as

a going concern.

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

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

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payable – related parties are amounts payable to current and former officers and directors for services provided to the Company

totaling $ 124,896 and $ 133,986 , as of December 31, 2021 and September 30, 2021, respectively.

These amounts include accounts payable

to an entity controlled by our sole officer and director for financial services such entity is incurring on behalf of the Company totaling

$ 50,019 and $ 59,109 as of December 31, 2021 and September 30, 2021, respectively.

totaling $ 129,781 and $ 88,020 , as of June 30, 2021 and September 30, 2020, respectively.

These amounts include accounts payable to an

entity controlled by our sole officer and director for financial services such entity is incurring on behalf of the Company totaling

$ 54,904 and $ 13,143 as of June 30, 2021 and September 30, 2020, respectively.

Total expense incurred related to this entity was $ 15,705

and $ 4,730 for the three months ended December 31, 2021 and 2020, respectively, with no other related party expenses incurred.

and $ 0 for the three months ended June 30, 2021 and 2020, and $ 43,283 and $ 0 for the nine months ended June 30, 2021 and 2020, respectively,

with no other related party expenses incurred.

4 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

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March 21, 2018 to March 21, 2019.

As of December 31, 2021 and September 30, 2021, the total accrued interest owing under this note was

As of June 30, 2021 and September 30, 2020, the total accrued interest owing under this note was $ 5,827

and $ 4,705 , respectively.

As of the date of this report, that date has not been extended, and the Company is accruing interest

at the default interest rate of 15%.

As of the date of this report, that date has not been extended, and the Company is accruing interest at the

default interest rate of 15%.

with Individual

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to a floor of $0.01.

The default interest rate is 15%.

On May 11, 2018, the agreement had been amended to extend the maturing date of

the note from March 30, 2018 to March 30, 2019.

As of December 31, 2021 and September 30, 2021, the total accrued interest owing under

this note was $ 0 and $ 6,160 , respectively.

On December 3, 2021, the Company repaid this loan and accrued interest in full.

On May 11, 2018, the agreement had been amended to extend the maturing date of the note from March 30, 2018 to March

As of June 30, 2021 and September 30, 2020, the total accrued interest owing under this note was $ 5,782 and $ 4,660 respectively.

Subsequent to the nine months ended June 30, 2021, on December 3, 2021, the Company repaid this loan and accrued interest in full.

with Mediapark Investments Limited

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As of July 9, 2018, the loan was extended to July 10, 2019.

As of December 31, 2021 and September

As of June 30, 2021 and September 30,

2020, the total accrued interest owing under this note was $ 10,944 and $ 8,363 , respectively.

As of the date of this report, that

date has not been extended, and the Company is accruing interest at the default interest rate of 15%.

As of the date of this report, that date

has not been extended, and the Company is accruing interest at the default interest rate of 15%.

with Individual

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of 12% per annum.

As of December 31, 2021 and September 30, 2021, the total accrued interest owing under this note was $ 0 and $ 9,883 ,

As of the June 30, 2021 and September 30, 2020, the total accrued interest owing under this note was $ 9,127 and $ 6,883 ,

respectively.

On December 3, 2021, the Company repaid this loan and accrued interest in full.

Subsequent to the nine months ended June 30, 2021, on December 3, 2021, the Company repaid this loan and accrued interest

June 14, 2021, the Company entered into an agreement with our sole officer and director.

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at a rate of 1.5% per annum.

As of December 31, 2021 and September 30, 2021, the total accrued interest owing under this note was $ 41

and $ 22 , respectively.

As of the date of this report, the due date has not been extended and the note is in default.

the three months ended September 30, 2021, the Company entered into a note payable with our sole officer and director for $ 30,000 .

The note is unsecured, is due and payable in full on December 31, 2021 and accrues interest at a rate of 1.5% per annum.

December 31, 2021 and September 30, 2021, the total accrued interest owing under this note was $ 116 and $ 2 .

As of the date of this

report, that date has not been extended, and the Company is accruing interest at the default interest rate of 10%.

Payable Issued During the Twelve Months Ended September 30, 2021

the twelve months ended September 30, 2021, the Company entered into twelve notes payable totaling $ 240,000 .

The notes are unsecured,

are due and payable in full on September 30, 2021, and accrue interest at a rate of 1.5% per annum.

As of December 31, 2021 and September

30, 2021, the total accrued interest owing under these notes was $ 6,795 and $ 755 .

In June 2022, the Company repaid one of the notes with

a principal balance of $35,000.

As of the date of this report, that date has not been extended, and the Company is accruing interest

at the default interest rate of 10%.

stock options were granted during the three months ended December 31, 2021 and 2020.

following is a summary of outstanding stock options issued to employees and directors as of December 31, 2021 and September 30, 2021:

As of the June 30, 2021, the total accrued interest owing under this note was $ 3 .

with Individual

June 16, 2021, the Company entered into an agreement with an individual.

Pursuant to the terms of the agreement, we received a promissory

note in the amount of $ 2,500 .

The note is unsecured, is due and payable in full on September 30, 2021, and accrues interest at a rate

of 1.5% per annum.

As of the June 30, 2021, the total accrued interest owing under this note was $ 1 .

with Utopia Capital, LLC

June 30, 2021, the Company entered into an agreement with Utopia Capital, LLC.

Pursuant to the terms of the agreement, we received a

promissory note in the amount of $ 35,000 .

The note is unsecured, is due and payable in full on September 30, 2021, and accrues interest

at a rate of 1.5% per annum.

As of the June 30, 2021, the total accrued interest owing under this note was $ 0 .

stock options were granted during the nine months ended June 30, 2021 and 2020.

following is a summary of outstanding stock options issued to employees and directors as of June 30, 2021 and September 30, 2020:

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding December 31, 2021 and September 30, 2021

Exercisable, December 31, 2021 and September 30, 2021

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of December 31, 2021 and September

Outstanding June 30, 2021 and September 30, 2020

Exercisable, June 30, 2021 and September 30, 2020

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of June 30, 2021 and September 30,

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding December 31, 2021 and September 30, 2021

Exercisable, December 31, 2021 and September 30, 2021

was no equity-based compensation for the three months ended December 31, 2021 and 2020.

Outstanding June 30, 2021 and September 30, 2020

Exercisable, June 30, 2021 and September 30, 2020

was no equity-based compensation for the nine months ended June 30, 2021 and 2020.

6 – SUBSEQUENT EVENTS

of Loans Payable

to June 30, 2021, the Company received an aggregate of $232,500 related to the issuance of 11 notes payable to various noteholders, including

an aggregate of $30,000 as a result of a note payable issued to the Companys Chief Executive Officer, a related party.

notes are unsecured, bear interest at 1.5% per annum, and mature on September 30, 2021.

To date, the Company has made principal and accrued

interest payment of $65,000 and $14,191, respectively.

As of the date of this report, the original due date of such notes has not been

extended and are in default.

Managements Discussion and Analysis of Financial Condition and Results of Operations

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of Operations

of the Three Months Ended December 31, 2021 to the Three Months Ended December 31, 2020

revenue or cost of sales were generated for the three months ended December 31, 2021 or December 31, 2020.

Companys expenses for the three months ended December 31, 2021 and 2020, are summarized as follows:

Three Months Ended December 31,

of the Three Months Ended June 30, 2021 to the Three Months Ended June 30, 2020

revenue or cost of sales were generated for the three months ended June 30, 2021 or June 30, 2020.

Companys expenses for the three months ended June 30, 2021 and 2020, are summarized as follows:

Three Months Ended June 30,

General and administrative (including $15,705 and $0 of fees paid to related party)

Total operating expenses

increase in general and administrative expenses for the three months ended December 31, 2021 compared to the three months ended December

31, 2020 of $47,091, is due primarily to an increase in legal fees related to the Companys financing activities and

general corporate matters.

Three Months Ended December 31,

Interest Expense (including related party interest of $132 and $0)

increase in general and administrative expenses for the three months ended June 30, 2021 compared to the three months ended June 30,

2020 of $15,641 is due primarily to an increase in accounting fees.

Expenses (Income)

Three Months Ended June 30,

Interest Expense

Total other expenses, net

expense increased for the nine months ended June 30, 2021 from the comparative period of 2020 of $5 is due to an increase in interest

rates to 15% due to default provisions of the notes payable.

of the Nine Months Ended June 30, 2021 to the Nine Months Ended June 30, 2020

revenue or cost of sales were generated for the nine months ended June 30, 2021 or June 30, 2020.

Companys expenses for the nine months ended June 30, 2021 and 2020, are summarized as follows:

Nine Months Ended June 30,

General and administrative (including $43,283 and $0 of fees paid to related party)

Total operating expenses

increase in general and administrative expenses for the nine months ended June 30, 2021 compared to the nine months ended June 30, 2020

of $61,547 is due primarily to an increase in accounting and audit fees.

Nine Months Ended June 30,

Interest Expense (including related party interest expense of $3 and $0 for the nine months ended June 30, 2021 and 2020, respectively)

Gain on forgiveness of debt

Total other expenses

expense increased $6,449 for the three months ended December 31, 2021 from the comparative period of 2020 due primarily to

an increase in the Companys notes payable.

Total other expenses, net

expense increased for the nine months ended June 30, 2021 from the comparative period of 2020 of $147 is due to an increase in interest

rates to 15% due to default provisions of our notes payable.

The gain on forgiveness of debt of $3,029 was a result of a decrease of

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and Capital Resources

following table sets forth a summary of changes in working capital as of ended December 31, 2021 and September 30, 2021:

December 31, 2021

following table sets forth a summary of changes in working capital as of ended June 30, 2021 and September 30, 2020:

June 30, 2021

September 30, 2020

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Working capital

decrease in current assets of $68,098 is mainly due to a decrease in cash from the payment of outstanding bills and payment of a note

payable of $30,000 during the three months ended December 31, 2021.

The decrease in current liabilities of $8,743 is primarily due to

a decrease in accounts payable and payments on notes payable during the three months ended December 31, 2021.

following table sets forth a summary of changes in cash flows for the three months ended December 31, 2021 and 2020:

Three Months Ended December 31,

The increase in current assets

of $42,380 is mainly due to an increase in cash from the issuance of notes payable during the nine months ended June 30, 2021.

in current liabilities of $111,652 is primarily due to an increase in accounts payable and accrued liabilities during the nine months

ended June 30, 2021.

following table sets forth a summary of changes in cash flows for the nine months ended June 30, 2021 and 2020:

Nine Months Ended June 30,

Net cash used in operating activities

Net cash used in financing activities

Change in cash

of December 31, 2021, our cash balance was $187,544.

The Company does not expect its current cash and operating income to be sufficient

to meet its financial needs for continuing operations over the next twelve months.

cash used in operations for the three months ended December 31, 2021 of $43,598 was mainly due to the net loss that was incurred during

cash used in financing activities for the three months ended December 31, 2021 of $30,000 was due to payment on notes payable during

Net cash provided by financing activities

Net change in cash

of June 30, 2021, our cash balance was $42,788.

The Company does not expect its current cash and operating income to be sufficient to

meet its financial needs for continuing operations over the next twelve months.

cash used in operations for the nine months ended June 30, 2021 of $120 was mainly due to the net loss that was incurred during the period.

cash provided by financing activities for the nine months ended June 30, 2021 of $42,500 was due to the issuance of notes payable during

may need to evaluate raising additional capital through the sale of equity securities, through an offering of debt securities or through

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of the date of this filing, we do not have sufficient cash on hand to cover our operating expenses through the next fiscal year.

December 16, 2022, we had cash and cash equivalents of approximately $97,000.

Our liquidity needs have been satisfied primarily

from the issuance of notes payable.

The notes payable are unsecured, matured on September 30, 2021, have not been extended, and are currently

There can be no assurance, however, that additional financing will be available or, if it is available, that

we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund our cash requirements until

we can reach a level of profitable operations and positive cash flows.

Even if we are able to raise the funds required, it is possible

that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek additional financing.

If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

December 16, 2022, we had cash of approximately $97,000.

During the year ended September 30, 2021, the Company received an

aggregate of $275,000 related to the issuance of 14 notes payable to various noteholders, including an aggregate of $35,000 as a result

of two notes payable issued to the Companys Chief Executive Officer, a related party.

The notes are unsecured, bear interest at

1.5% per annum, and mature on September 30, 2021.

There can be no assurance, however, that additional financing will be available or,

if it is available, that we will be able to structure such financing on terms acceptable to us and that it will be sufficient to fund

our cash requirements until we can reach a level of profitable operations and positive cash flows.

Even if we are able to raise the funds

required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force

us to seek additional financing.

If additional financing is not available or is not available on acceptable terms, we will have to curtail

our operations.

Sheet Arrangements

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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-Q

Item 1. Financial Statements