What changed in this filing

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Item 1. Financial Statements

2022-12-19 compared with 2022-12-19 · 108 added, 111 removed, 399 unchanged (35% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AND STOCKHOLDERS DEFICIT

payable (including $ 140,031 and $ 133,986 due to related parties)

notes payable

September 30,

Current assets:

Prepaid expenses

LIABILITIES AND STOCKHOLDERS DEFICIT

Current liabilities

Accounts payable (including $ 133,674 and $ 133,986 due to related parties)

Accrued liabilities

Convertible notes payable

Notes payable

payable – related party

Stockholders

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

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

paid in capital

Notes payable – related party

Total Liabilities

Stockholders deficit

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

Additional paid in capital

Accumulated deficit

( 5,303,505 )

( 5,189,587 )

Stockholders Deficit

Liabilities and Stockholders Deficit

Total Stockholders Deficit

Total Liabilities and Stockholders Deficit

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

2 unchanged sentences

For the Three Months Ended

For the Nine Months Ended

For the Six Months Ended

Operating expenses:

General and administrative (including fees paid to related party of $ 6,919 and $ 15,705 , and $ 14,968 and $ 43,283 , for the three and nine months ended March 31, 2022 and 2021, respectively)

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)

Total operating expenses

1 unchanged sentence

Other expenses (income):

Interest expense (including related party interest of $ 873 and $ 3 , and $ 1,868 and $ 3 , for the three and nine months ended March 31, 2022 and 2021, respectively)

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)

Gain on forgiveness of debt

Total other expenses (income), net

Net income (loss)

$ ( 113,918 )

Per share information:

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

Net loss per share - basic

Net income per share - diluted

Weighted average shares outstanding - basic and diluted

Net loss per share - basic and diluted

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

1 unchanged sentence

CONSOLIDATED STATEMENT OF STOCKHOLDERS DEFICIT

THE THREE AND NINE MONTHS ENDED JUNE 30, 2022 AND 2021

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

Additional Paid

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$ ( 300,162 )

Balance, June 30, 2021

$ ( 5,182,770 )

$ ( 319,368 )

Balance, October 1, 2021

5 unchanged sentences

$ ( 5,303,505 )

Balance, June 30, 2022

$ ( 440,103 )

$ ( 431,270 )

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

THE NINE MONTHS ENDED JUNE 30, 2022 AND 2021

THE SIX MONTHS ENDED MARCH 31, 2022 AND 2021

Cash flows from operating activities:

1 unchanged sentence

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

Gain on debt forgiveness

Gain on forgiveness of debt

Change in operating assets and liabilities:

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Cash flows from financing activities:

Proceeds from issuance of notes payable

Proceeds from issuance of note payable – related party

Payments on notes payable

Payment on convertible note payable

Net cash provided by financing activities

Net cash used in financing activities

Net change in cash

45 unchanged sentences

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

For the three months ended June 30, 2021 and for

the nine months ended June 30, 2022 and 2021, any equivalents would have been anti-dilutive as we had net losses for the periods then

For the three months ended June 30, 2022, the common stock equivalents were dilutive as we had net income for the period then

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.

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

the nine months ended June 30, 2021, the Company repaid one of these notes and related accrued interest totaling $15,408.

30, 2022, the Company had one convertible note remaining with principal and accrued interest totaling $17,948.

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

These common stock equivalents of approximately 348,482 and 339,159 shares as of June 30, 2022 and 2021, respectively, are

not included in the calculation of diluted EPS as their effect would be anti-dilutive.

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

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

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

and 2021, 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

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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2 – GOING CONCERN AND MANAGEMENTS LIQUIDITY PLANS

of June 30, 2022, the Company had an accumulated deficit of $ 5,294,672 and a working capital deficiency of $ 431,270 .

During the nine

months ended June 30, 2022, the Company incurred a net loss of $ 105,085 and used cash in operating activities of $ 64,812 .

30, 2022, the Company had cash of $ 131,340 .

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.

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.

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

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

totaling $ 140,031 and $ 133,986 , as of June 30, 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

$ 65,154 and $ 59,109 as of June 30, 2022 and September 30, 2021, respectively.

Total expense incurred related to this entity was $ 6,919

and $ 15,705 , and $ 14,968 and $ 43,283 , for the three and nine months ended June 30, 2022 and 2021, respectively, with no other related

party expenses incurred.

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.

4 – CONVERTIBLE NOTES PAYABLE AND NOTES PAYABLE

10 unchanged sentences

March 21, 2018 to March 21, 2019.

As of June 30, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 7,311

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

and $ 6,205 , respectively.

13 unchanged sentences

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

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

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

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

6 unchanged sentences

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

As of June 30, 2022 and September 30,

As of March 31, 2022 and September 30,

2021, the total accrued interest owing under this note was $ 13,552 and $ 11,813 , respectively.

7 unchanged sentences

of 12% per annum.

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

respectively.

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

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

was $ 164 and $ 41 , respectively.

2 unchanged sentences

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.

June 30, 2022 and September 30, 2021, the total accrued interest owing under this note was $ 1,604 and $ 2 , respectively.

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

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%.

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 the June 30, 2022 and September

As of March 31, 2022 and September

30, 2021, the total accrued interest owing under these notes was $ 12,713 and $ 755 .

3 unchanged sentences

at the default interest rate of 10%.

stock options were granted during the nine months ended June 30, 2022 and 2021.

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

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:

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding June 30, 2022 and September 30, 2021

Exercisable, June 30, 2022 and September 30, 2021

following is a summary of outstanding stock options issued to non-employees, excluding directors, as of June 30, 2022 and September 30,

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

Schedule of share-based compensation, stock options, activity

Exercise Price per

Outstanding June 30, 2022 and September 30, 2021

Exercisable, June 30, 2022 and September 30, 2021

was no equity-based compensation for the nine months ended June 30, 2022 and 2021.

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.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

102 unchanged sentences

of Operations

of the Three Months Ended June 30, 2022 to the Three Months Ended June 30, 2021

revenue or cost of sales were generated for the three months ended June 30, 2022 and 2021.

Companys expenses for the three months ended June 30, 2022 and 2021, are summarized as follows:

Three Months Ended June 30,

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

decrease in general and administrative expenses for the three months ended June 30, 2022 compared to the three months ended June

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 June 30,

Three Months Ended March 31,

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

1 unchanged sentence

Total other expenses

expense increased $5,590 for the three months ended June 30, 2022 from the comparative period of 2021 primarily from accrued

interest on the Companys notes payable.

The gain on forgiveness of debt of $28,875 for the nine months ended June 30, 2022 was

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

of the Nine months Ended June 30, 2022 to the Nine months Ended June 30, 2021

revenue or cost of sales were generated for the nine months ended June 30, 2022 or June 30, 2021.

Companys expenses for the nine months ended June 30, 2022 and 2021, are summarized as follows:

Nine Months Ended June 30,

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,

General and administrative (including $8,049 and $27,578 of fees paid to related party)

Total operating expenses

increase in general and administrative expenses for the nine months ended June 30, 2022 compared to the nine months ended June 30, 2021

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.

Nine Months Ended June 30,

Six Months Ended March 31,

Interest Expense (including related party interest of $995 and $0)

1 unchanged sentence

Total other expenses

expense increased for the nine months ended June 30, 2022 from the comparative period of 2021 of $17,543 is due primarily

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 $30,414 and $3,029 for the nine months ended June 30, 2022 and 2021, respectively, was a result of the reduction of accounts

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 increase of $27,385 was a result of the timing differences of the related

vendor adjustments.

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

and Capital Resources

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

June 30, 2022

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

March 31, 2022

September 30, 2021

3 unchanged sentences

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 $65,000 during the nine months ended June 30, 2022.

The decrease in current liabilities of $21,977 is primarily due to a decrease

in accounts payable and payments on notes payable during the nine months ended June 30, 2022.

following table sets forth a summary of changes in cash flows for the nine months ended June 30, 2022 and 2021:

Nine Months Ended June 30,

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,

Net cash used in operating activities

1 unchanged sentence

Change in cash

of June 30, 2022, our cash balance was $131,340.

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, 2022 of $64,812 was mainly due to the net loss that was incurred during the

cash used in financing activities for the nine months ended June 30, 2022 of $65,000 was due to payment on notes payable during the period.

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

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

6 unchanged sentences

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.

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

26 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