What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2022-12-19 · 81 added, 106 removed, 401 unchanged (32% of the section changed)

26 unchanged sentences

For the Three Months Ended

For the Six Months Ended

Operating expenses:

General and administrative (including fees paid to related party of $ 3,279 and $ 22,848 , and $ 8,049 and $ 27,578 , for the three and six months ended March 31, 2022 and 2021)

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

Total operating expenses

1 unchanged sentence

Other expenses (income):

Interest expense (including related party interest of $ 863 and $ 0 , and $ 995 and $ 0 , for the three and six months ended March 31, 2022 and 2021, respectively)

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

Gain on forgiveness of debt

Total other expenses (income), net

$ ( 113,918 )

Per share information:

4 unchanged sentences

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE AND SIX MONTHS ENDED MARCH 31, 2022 AND 2021

THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

Additional Paid

4 unchanged sentences

$ ( 5,120,852 )

Balance, March 31, 2021

$ ( 257,450 )

$ ( 300,162 )

Balance, October 1, 2021

3 unchanged sentences

$ ( 5,248,942 )

Balance, March 31, 2022

$ ( 385,540 )

$ ( 440,103 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

THE SIX MONTHS ENDED MARCH 31, 2022 AND 2021

THE THREE MONTHS ENDED DECEMBER 31, 2021 AND 2020

Cash flows from operating activities:

$ ( 113,918 )

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

56 unchanged sentences

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

For the three and six months ended March 31, 2022

and 2021, any equivalents would have been anti-dilutive as we had net losses for the periods then ended.

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

of March 31, 2022, the Company had one convertible note remaining with principal and accrued interest totaling $17,948.

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

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 282,198 and 275,551 shares as of March 31, 2022

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 March 31, 2022 and September 30, 2021, the Company had 3,291,000 in stock options outstanding which are exercisable at the holders

of December 31, 2021 and September 30, 2021, 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.

53 unchanged sentences

2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of March 31, 2022, the Company had an accumulated deficit of $ 5,303,505 and a working capital deficiency of $ 440,103 .

During the six

months ended March 31, 2022, the Company incurred a net loss of $ 113,918 and used cash in operating activities of $ 55,071 .

As of March 31, 2022, the Company had cash of $ 176,081 .

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.

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

31, 2021, the Company had cash of $ 187,554 .

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

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 successful.

12 unchanged sentences

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

totaling $ 133,674 and $ 133,986 , as of March 31, 2022 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

$ 58,797 and $ 59,109 as of March 31, 2022 and September 30, 2021, respectively.

Total expense incurred related to this entity

was $ 3,279 and $ 22,848 , and $ 8,049 and $ 27,578 , for the three and six months ended March 31, 2022 and 2021, respectively, with no other

related party expenses incurred.

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.

Total expense incurred related to this entity was $ 4,770

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

4 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

10 unchanged sentences

March 21, 2018 to March 21, 2019.

As of March 31, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 6,937

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

$ 6,567 and $ 6,205 , 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

10 unchanged sentences

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

As of March 31, 2022 and September 30, 2021, the total accrued interest owing under this

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

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.

5 unchanged sentences

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

As of March 31, 2022 and September 30,

As of December 31, 2021 and September

30, 2021, the total accrued interest owing under this note was $ 12,702 and $ 11,813 , 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

4 unchanged sentences

of 12% per annum.

As of March 31, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 0 and $ 9,883 , respectively.

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

respectively.

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

4 unchanged sentences

at a rate of 1.5% per annum.

As of March 31, 2022 and September 30, 2021, the total accrued interest owing under this note

was $ 164 and $ 41 , respectively.

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.

1 unchanged sentence

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.

31, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 856 and $ 2 , 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 10%.

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

2 unchanged sentences

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

As of March 31, 2022 and September

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.

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 six months ended March 31, 2022 and 2021.

following is a summary of outstanding stock options issued to employees and directors as of March 31, 2022 and September 30, 2021:

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:

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding March 31, 2022 and September 30, 2021

Exercisable, March 31, 2022 and September 30, 2021

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of March 31, 2022 and September

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

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding March 31, 2022 and September 30, 2021

Exercisable, March 31, 2022 and September 30, 2021

was no equity-based compensation for the six months ended March 31, 2022 and 2021.

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.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

102 unchanged sentences

of Operations

of the Three Months Ended March 31, 2022 to the Three Months Ended March 31, 2021

revenue or cost of sales were generated for the three months ended March 31, 2022 and 2021.

Companys expenses for the three months ended March 31, 2022 and 2021, are summarized as follows:

Three Months Ended March 31,

General and administrative (including $3,279 and $22,848 of fees paid to related party)

Total operating expenses

increase in general and administrative expenses for the three months ended March 31, 2022 compared to the three months ended March 31,

2021 of $3,318 is due primarily to an increase in filing fees.

Three Months Ended March 31,

Interest Expense (including related party interest of $863 and $0)

Gain on forgiveness of debt

Total other expenses

expense increased $5,504 for the three months ended March 31, 2022 from the comparative period of 2021 primarily from accrued interest

on the Companys notes payable.

The gain on forgiveness of debt of $3,029 for the three months ended March 31, 2021 was a result

of a decrease of accounts payable as a result of vendor adjustments.

of the Six Months Ended March 31, 2022 to the Six Months Ended March 31, 2021

revenue or cost of sales were generated for the six months ended March 31, 2022 or March 31, 2021.

Companys expenses for the six months ended March 31, 2022 and 2021, are summarized as follows:

Six Months Ended March 31,

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,

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

Total operating expenses

increase in general and administrative expenses for the six months ended March 31, 2021 compared to the six months ended March 31, 2020

of $50,409 is due primarily to an increase in accounting and audit fees.

Six Months Ended March 31,

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)

1 unchanged sentence

Total other expenses

expense increased for the six months ended March 31, 2022 from the comparative period of 2021 of $11,953 is due to accrued interest due

to the increase in interest rate to 15% on the Companys notes payable due to the default rate provisions.

The gain on forgiveness

of debt of $1,539 and $3,029, for the six months ended March 31, 2022 and 2021, respectively, was a result of the reduction of accounts

payable as a result of vendor adjustments.

The decrease of $1,490 is due to the timing of the related vendor adjustments.

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.

The gain on forgiveness of debt of $1,539 was a result of a decrease of

accounts payable as a result of vendor adjustments.

and Capital Resources

following table sets forth a summary of changes in working capital as of ended March 31, 2022 and September 30, 2021:

March 31, 2022

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

December 31, 2021

September 30, 2021

2 unchanged sentences

Working capital

decrease in current assets of $80,946 is mainly due to a decrease in cash from the payment of outstanding bills and payment of a notes

payable of $30,000 during the six months ended March 31, 2022.

The increase in current liabilities of $32,972 is primarily due

to a decrease in accounts payable and payments on notes payable during the six months ended March 31, 2022.

following table sets forth a summary of changes in cash flows for the six months ended March 31, 2022 and 2021:

Six Months Ended March 31,

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,

Net cash used in operating activities

1 unchanged sentence

Change in cash

of March 31, 2022, our cash balance was $176,081.

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 six months ended March 31, 2022 of $55,071 was mainly due to the net loss that was incurred during the

cash used in financing activities for the six months ended March 31, 2022 of $30,000 was due to payments on notes payable during the

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

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

37 unchanged sentences

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