This Annual Report on Form 10-K contains forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995. Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are "forward-looking statements." These forward-looking statements generally are
identified by the words
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"believes," "project," "expects," "anticipates," "estimates," "intends,"
"strategy," "plan," "may," "will," "would," "will be," "will continue," "will
likely result," and similar expressions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks and uncertainties
which may cause actual results to differ materially from the forward-looking
statements. Our ability to predict results or the actual effect of future plans
or strategies is inherently uncertain. Factors which could have a material
adverse effect on our operations and future prospects on a consolidated basis
include but are not limited to: changes in economic conditions, global
pandemics, legislative/regulatory changes, availability of capital, interest
rates, competition, and generally accepted accounting principles. These risks
and uncertainties should also be considered in evaluating forward-looking
statements and undue reliance should not be placed on such statements.
Results of Operations for Six Months Ended March 31, 2021 and 2020
We have generated no revenues since inception and we do not anticipate earning
revenues until such time that we are able to market and sell our products.
We incurred operating expenses of $309,500 for the six months ended March 31,
2021, compared with $139,001 for the six months ended March 31, 2020.
Our operating expenses for the six months ended March 31, 2021 mainly consisted
of $243,000 in professional fees, $30,000 in director fees, and $26,500 in
accounting and audit fees. Our operating expenses for the six months ended March
31, 2020 mainly consisted of $60,000 in director fees, $60,000 in consulting
fees, and $10,500 in audit fees.
We recorded other expense of zero for the six months ended March 31, 2021, as
compared with other income of $79,000 for the six months ended March 31, 2020.
Our other income for March 31, 2020 consisted of third-party consideration to
the company for effecting a change in stock symbol.
We recorded a net loss of $98,500 for the six months ended March 31, 2021,
compared with a net loss of $60,001 for the six months ended March 31, 2020.
Results of Operations for the Year Ended September 30, 2020 and 2019
We generated no revenue for the period from July 21, 2008 (Date of Inception)
until September 30, 2020. We do not anticipate earning revenues until such time
that we are able to market and sell our products.
We had operating expenses of $329,511 for the year ended September 30, 2020, as
compared with operating expenses of $258,453 for the year ended September 30,
2019. Our operating expenses for the year ended September 30, 2020 consisted of
director fees of $120,000, stock-based compensation of $130,000, consulting fees
of $60,000 and accounting and audit fees of $11,000. Our operating expenses for
the year ended September 30, 2019 consisted of director fees of $120,000,
stock-based compensation of $126,000, and accounting and audit fees of $11,000.
We anticipate our operating expenses will increase as we implement our business
We had other income $79,000 for the year ended September 30, 2020, which
consisted of third party consideration to the company for effecting a change in
stock symbol, as compared with other expenses of $249 for the year ended
September 30, 2019, which consisted of interest expense.
We recorded a net loss of $250,511 for the year ended September 30, 2020, as
compared with a net loss of $258,702 for the year ended September 30, 2019.
Liquidity and Capital Resources
As of March 31, 2021, we had $12,773 in current assets and current liabilities
of $402,494. We had a working capital deficit of $389,721 as of March 31, 2021,
as compared with a working capital deficit of $323,221 as of September 30, 2020.
We had no operating or investing cash flows to report for the six months ended
March 31, 2021 and 2020. The company had financing cash flows of $50,000 and
zero for the six months ended March 31, 2021 and 2020, respectively.
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We had no operating, investing or financing cash flows to report for the years
ended September 30, 2020 and 2019.
Based upon our current financial condition, we do not have sufficient cash to
operate our business at the current level for the next 12 months. We intend to
fund operations through increased sales and debt and/or equity financing
arrangements, which may be insufficient to fund expenditures or other cash
requirements. We plan to seek additional financing in a private equity offering
to secure funding for operations. There can be no assurance that we will be
successful in raising additional funding. If we are not able to secure
additional funding, the implementation of our business plan will be impaired.
There can be no assurance that such additional financing will be available to us
on acceptable terms or at all.
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued Accounting Standards Update ("ASU") No.
2016-02, Leases (Topic 842). The guidance in ASU 2016-02 supersedes the lease
recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02 requires
an entity to recognize assets and liabilities arising from a lease for both
financing and operating leases, along with additional qualitative and
quantitative disclosures. ASU 2016-02 is effective for fiscal years beginning
after December 15, 2018, with early adoption permitted. The Company is currently
evaluating the effect this standard will have on its financial statements.
In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic
805): Clarifying the Definition of a Business, which clarifies 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 standard is effective for fiscal years
beginning after December 15, 2017, including interim periods within those fiscal
years. Early adoption is permitted. The standard should be applied prospectively
on or after the effective date. The Company will evaluate the impact of adopting
this standard prospectively upon any transactions of acquisitions or disposals
of assets or businesses.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill
Impairment. The guidance removes Step 2 of the goodwill impairment test, which
requires a hypothetical purchase price allocation. A goodwill impairment will
now be the amount by which a reporting unit's carrying value exceeds its FV, not
to exceed the carrying amount of goodwill. The guidance should be adopted on a
prospective basis for the annual or any interim goodwill impairment tests
beginning after December 15, 2019. Early adoption is permitted for interim or
annual goodwill impairment tests performed on testing dates after January 1,
2017. The Company is currently evaluating the impact of adopting this standard
on its financial statements.
In June 2018, the FASB issued ASU 2018-07, "Stock Compensation (Topic 718):
Improvements to Nonemployee Share-Based Payment Accounting," which simplifies
the accounting for share-based payments granted to nonemployees for goods and
services and aligns most of the guidance on such payments to nonemployees with
the requirements for share-based payments granted to employees. ASU 2018-07
becomes effective for the Company on January 1, 2019. Early adoption is
permitted. The adoption of this accounting pronouncement is not expected to have
an impact on the Company's financial statements.
We do not expect the adoption of any recently issued accounting pronouncements
to have a significant impact on our results of operations, financial position or
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We have negative working capital, have incurred losses since inception, and have
not yet received revenues from sales of products or services. These factors
create substantial doubt about our ability to continue as a going concern. The
financial statements do not include any adjustment that might be necessary if we
are unable to continue as a going concern.
Our ability to continue as a going concern is dependent on our generating cash
from the sale of our common stock and/or obtaining debt financing and attaining
future profitable operations. Management's plans include selling our equity
securities and obtaining debt financing to fund our capital requirement and
ongoing operations; however, there can be no assurance we will be successful in
Off Balance Sheet Arrangements
As of March 31, 2021, there were no off balance sheet arrangements.
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