OTC: GIPL
Global Innovative Platforms Inc.CIK 0001837774 · Surgical & Medical Instruments
Global Innovative Platforms Inc. f/k/a Canning Street Corporation, a Delaware corporation, (“Global Innovative Platforms”,” Canning Street,” the “Company”, “we,” “us” or “our”) is engaged in the business of testing breath to detect and assist in the treatment of disease. About this business →
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About Global Innovative Platforms Inc.
Source: Item 1 (Business) from the 10-K filed January 13, 2026. Description as filed by the company with the SEC.
ITEM
1. BUSINESS.
Global Innovative Platforms
Inc. f/k/a Canning Street Corporation, a Delaware corporation, (“Global Innovative Platforms”,”
Canning Street,” the “Company”, “we,” “us” or “our”) is engaged in the business
of testing breath to detect and assist in the treatment of disease.
Our Current Business
Global Innovative Platforms is focused on advancing
animal health through breath analysis and air quality technology. We develop non-invasive diagnostic tools for detecting diseases, assessing
treatment effectiveness. Our proprietary technologies, “VOCAM Plus” and the “FROG,” utilize advanced gas chromatography
and A.I. software to provide rapid and accurate breath and air analysis. The Company’s mission is to revolutionize early detection
of a wide array of animal related abnormalities. Applications range from disease and treatment effectiveness to potentially toxic environmental
and food conditions. Early detection can save lives, money, and resources.
Overview
Advancements in technology have opened up numerous
opportunities in the area of detecting and analyzing gasses for health-related information. Various tests and devices have been developed
over the years that monitor air quality and assist in the diagnosis and treatment of disease. Many diseases and conditions leave indications
of their presence in the form of Volatile Organic Compounds (VOCs) that occur in various patterns we call breath prints. Equipment has
evolved to capture these prints and new Machine Learning technologies (Artificial Intelligence) are able to detect such patterns using
sampling. The mere existence of the VOC is of some value, but other factors such as timing, combinations with other VOCs and quantities
of VOCs are also of importance. We are a medical technology company focused on applying these advancements in animals and agriculture.
We have identified several opportunities. We are prioritizing the development of a breath test to detect heartworm in dogs. We believe
the same test can also be utilized to identify response to therapy. Our licensed rights include all animal related applications.
Read full description ↓
The current leading heartworm test, antigen detection
with a blood sample, typically requires the heartworm itself to be approximately six months old in order to be detected. Breath analytics
involves the collection, processing, and analysis of breath samples to identify biomarker patterns associated with heartworm and ultimately
a full panel of diseases in dogs (including other agricultural applications as well). One potential major benefit is that the test can
detect heartworm at earlier stages of its life rather than full maturity, thus the 6-month requirement is substantially lessened, blood
collection is no longer required, the population of non-detected cases may be decreased, and the suffering of animals may be reduced.
Currently, it is estimated that 50-60% of dogs in the U.S. are on heartworm preventives (AHS).
Our Vision: A new paradigm for early detection
of diseases that saves and improves quality of life.
Our Mission: To revolutionize early detection
of a wide array of animal related abnormalities ranging from disease to potentially toxic environmental and food conditions.
Our Focus: Our initial priority will be to
develop a breath test to detect early-stage and mature heartworm infections in dogs.
We believe breath analytics is an accessible, non-invasive,
and convenient method for detecting disease. The device we use for breath testing is called a VOCAM Plus (Volatile Organic Chemical Air
Monitor) device. Our “VOCAM” technology consists of two components; one which we are developing to collect the samples, and
a second component to process, and analyze breath samples effectively and efficiently that indicate multiple volatile organic compounds
(VOC) on a single reading to measure a variety of potential threats, including our initial focus on the heartworm market.
1
We believe analysis of feed, water, soil, and air
samples are other methods of detecting animal abnormalities. The device utilized for these types of samples is called the FROG. The FROG
utilizes similar technology as the VOCAM Plus, however it also includes a collection wand, to collect samples, eliminating the need for
an external water, soil, feed, or air collection device.
2
We have licensed the VOCAM plus and FROG device for
use in all animal and agricultural applications. Both devices are in production from supplier and can perform our testing in a cost-effective
manner.
Regarding the breath test, we connect the breath sample
to be analyzed by our VOCAM Plus unit where the artificial intelligence software processes the results and displays them on a smart device.
The process takes about 10 minutes. We believe we will be able to isolate a breath print for heartworm that can be identified in all dogs
for use in a test that outperforms traditional blood-based testing in a cost-effective manner. Our strategy is not focused on commercializing
the components individually. Rather, the initial focus is on commercializing the combination of the two components, which is the Heartworm
Breath Test. The VOCAM Plus unit is sophisticated enough to read Parts Per Trillion in samples provided.
The FROG unit operates with similar functionality
and is well suited for feed, water, soil, and air samples which would go directly through the included collection wand.
Global Innovative Platforms is in the Algorithm Development
stage of our Heartworm Breath Test We began algorithm development studies for our Heartworm Breath Test in March 2025. In this phase we
seek to develop the algorithm for our device. In this phase, we will gather additional samples from heartworm positive dogs as well as
heartworm negative dogs in order to finish developing the algorithm needed for the test. We currently have access to 60 dogs for testing
samples, including 23 heartworm positive dogs. We believe this number of samples is sufficient to finalize the algorithm. Once this phase
is complete, we will progress to the blinded confirmation of the algorithm test. We will utilize approximately 100 breath samples to create
initial efficacy statistics. Once we have a baseline, we will do additional tests to create market desired statistics. Over the next several
months we have verification and validation studies planned for the components of the Heartworm Breath Test. Highlights to date of the
Development Study are below:
The graphic above depicts six chromatogram images
overlayed on top of each other from our proprietary software, Ellvin. These samples were gathered during the Development Study in October
of 2024. The peaks and valleys depict ionizing Volatile Organic Compounds at specific time frames and temperatures.
In the Development Study, we identified the pattern
of VOCs we believe will successfully indicate the presence of heartworms in dogs. We were able to identify VOC’s, with a small sample
size, that identify a breathprint for the presence of heartworm in dogs without any false positives. We tested a sample size consisting
of eight dogs for heartworm to conduct the Development Study. The goal of this study was to determine viability of a non-invasive heartworm
breath test by utilizing the VOCAM Plus and our breath capture device. The initial tests were performed by Dr. Lindsay Starkey, a leading
parasitologist and Professor at Oklahoma State University, at the TRS lab in Atlanta Georgia on October 25 and 26, 2024. In total,
3
eight
dogs were tested. Six of the dogs were heartworm positive and two were heartworm negative. The two heartworm negative dogs tested did
not yield a false positive result. These tests showed us that the heartworm positive dog’s breath can be gathered at acceptable
levels, analyzed by the VOCAM, and showed commonalities within the breath on the associated software. The significance of the results
was that our methodology has proven to be functional to perform further testing. We cannot guarantee that additional equipment may not
be needed to achieve statistical significance in our findings.
Data analysis will follow. We anticipate the completion
(note that revisions will potentially be made based on data we obtain from use over time) of the components, the Heartworm Breath Test,
and the verification and validation studies in 2026 that will be acceptable to begin commercialization.
There is no guarantee that we will meet these development
milestones or achieve market acceptance.
As the Heartworm Breath Test is based on novel technology,
enhanced with machine learning techniques, there is insufficient information to provide reasonable assurance of its safety and effectiveness.
We believe that the Heartworm Breath Test may be of substantial importance in preventing impairment of health through the diagnosis of
a life-threatening disease for dogs. However, there is a potential risk of injury should a heartworm go undetected based on an incorrect
result with the Heartworm Breath Test.
We believe that the Heartworm Breath Test will bring
forth a novel and differentiated tool that will assist veterinarians in identifying infected dogs and monitoring dogs undergoing treatment
for infection. Breath testing could save time, costs, and lives through the early and/or non-invasive detection of infection. Our projected
timing to market with an upgrade and highly sensitive technology places us in a strong position relative to our competitors in the breath
analytics space.
The market size for heartworm testing is significant.
Based on the data from the Companion Animal Parasite Council and Virginia Tech University, there
are approximately 10 million dogs in the U.S. tested for heartworm annually at a cost of $30 to $50 per test, with most of these dogs
being pets. Approximately one percent of dogs tested are found positive. Despite availability of numerous products indicated to prevent
heartworm, the percentage of positive dogs has been consistently growing in recent years. Some dogs need to be tested multiple times per
year.
We are a corporation that exists under the laws of
Delaware. Our corporate office, located in the Orlando, Florida area, is responsible for establishing strategic partnerships and expanding
sales and marketing efforts in the U.S. market, with potential for expansion into other opportunities at a later date.
Background on Heartworm
Heartworm is prevalent in the southeastern U.S. and
globally and continues to expand its endemic range. Despite most U.S. cases being in the southeast, testing is done nationwide due to
the disease’s dire consequences. Approximately 10 million dogs in the US alone are tested annually, and some are tested multiple
times. Approximately one hundred thousand dogs in the U.S. will be diagnosed with heartworm per year. The American Heartworm Society is
the leading industry group and we plan to collaborate closely with them through consultants that we have engaged. This number has been
consistently increasing in recent years. The global challenges with heartworm could significantly exceed those in the U.S.
It has not, however, been determined whether testing
based on biomarker profiles, including our Heartworm Breath Test, will accurately distinguish heartworm in a commercially viable manner
on a large scale.
We believe the results of the Heartworm Breath Test
will revolutionize heartworm detection. Currently, all dogs are advised to undergo confirmatory testing if the initial Antigen testing
is positive. We do not plan to recommend this be changed; however, the data will be available for the American Heartworm Society to consider.
We hope the results of our breath test will allow for earlier, less invasive, more accurate, and efficient diagnosis to allow for appropriate
treatment of dogs. There is no guarantee that dogs tested with the Heartworm Breath Test will not receive an incorrect result, such
as a false negative, which could potentially lead to delayed clinical intervention.
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Our Solution
We are developing the Breath Test focused on detecting
heartworm in dogs with the added benefits of earlier detection, non-invasive sampling process, and the ability to monitor response to
treatment for infected dogs.
We are developing a proprietary end-to-end
breath and air analytics platform. The intended use of our platform is to enable breath testing for the detection of infection,
monitor response to therapy, and identify potentially toxic environmental and food conditions for many types of animals. We are
prioritizing heartworm testing in dogs because it has the simplest path of adoption. We believe this platform will be able to detect
heartworms via the analysis of breath beyond the current population of patents for heartworm testing. We do not have any plans to
pursue any applications, other than disease detection, at this time .When compared with other disease detection methods, breath
analytics may have many advantages including its non-invasive and accessible nature. Additionally, if our development efforts are
successful, we believe that breath collection could be facilitated by a non-skilled employee with minimal instruction. We envision
the test could be accessible to populations in need today and in the future. The units are compact in size, making both units
extremely transportable. We utilize a proprietary artificial intelligence software to analyze our data and are confident that it
will be reliable for our purpose. The software is called Ellvin and is controlled by Defiant Technologies.
The parameters we are sensitive to are competition,
regulation, technological advancement, and reaching the “Mindspace” of the customer. We believe we can be successful in all
areas and consider obtaining “Mindspace” to be the most sensitive to our overall success. Due to the nature of artificial
intelligence technology; the more data we can obtain, we believe additional potential findings of value can be made.
Heartworm Breath Test
The Heartworm Breath Test in development consists
of three components:
●
Breath Collection Device –
to collect shallow breath samples;
●
VOCAM Plus Gas Chromatograph – to process breath samples; and
●
Machine Learning Algorithm– to analyze the unique, breath spectral data from the Gas Chromatograph
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Our Breath Capture Device is used to collect shallow
breath from dogs. It can be modified to fit different muzzle sizes and animals. If we replicate our approach successfully, it could be
customized for other agricultural applications. Breath samples collected with the Breath Capture Device are processed using our licensed
VOCAM Plus gas chromatograph (the “Gas chromatograph”). The Gas chromatograph is a laboratory device used to process breath
samples received from multiple collection points. We do not currently plan to build an exclusive laboratory. We anticipate that we will
engage existing labs in New Mexico and Oklahoma that have the capacity to meet the demand of forecasted sample collection for ongoing
development and pre-commercialization activities. If the Breath Test receives appropriate industry credentials and gains wider market
acceptance; we plan to, directly or with partners, create a network of offices that function as commercial laboratories in the U.S. and
Canada to analyze collected breath samples. Units may be placed at animal healthcare facilities and charged on a per use basis through
the use of Bluetooth or 5G connection. Once multiple disease breath prints are available; the Veterinarian, or user, could use the information
for additional diagnostic information.
The Breath Capture Device has been utilized to collect dogs’ breath
and feed the sample into the VOCAM. The VOCAM has analyzed each sample and produced a chromatogram to display results. The VOCAM Plus
and Frog are GC-PIDs.
Machine learning algorithms allow for periodic retraining
of the underlying machine learning model which, we believe, will lead to future releases of the Breath Test with improved performance
characteristics. Future releases of the machine learning algorithm may require additional clinical evaluation and regulatory submission
and approval with the respective regulatory agencies prior to commercialization.
Our Heartworm Breath Test has three components; all
of which have been proven as functional and satisfactory. The VOCAM Plus is already in production and has been tested successfully to
analyze VOC’s. It is currently used to identify VOC’s successfully in different applications, such as air quality testing
by Defiant Technologies. The A.I. software is called Ellvin. Ellvin is a proprietary software created and controlled by Defiant Technologies
for usage with the VOCAM Plus and FROG. It is functional in controlling the VOCAM Plus and FROG as well as showing the results of the
VOC analysis in the form of graphs. Based on the results of our October 2024 study, which only had a limited sample size consisting of
eight samples, and a University of Michigan study published in the in the Journal of American Medicine (see “Portable Breath-Based
Volatile Organic Compound Monitoring for the Detection of COVID-19 During the Circulation of the SARS-CoV-2 Delta Variant and the Transition
to the SARS-CoV-2 Omicron Variant” published by Ruchi Sharma, PhD, et al, dated February 28, 2023), which indicated that a GCPID,
built by Defiant, can identify Covid 19, we believe the Breath Capture Device demonstrated functionality in preliminary testing to adequately
provide the appropriate amount of breath for a sample to be appropriately analyzed by the VOCAM Plus and the FROG, with the results being
displayed on Ellvin.
We have identified initial breath
signatures for mature-stage heartworm in dogs, as well as a breath signature associated with early-stage heartworm infection. Current
point-of-care testing methods are only able to detect heartworm once the infection has reached a mature stage at approximately six months,
post infection. Following development of the breath signature markers, the Company has compared thirty-five samples against its model
and achieved 100% accuracy in research laboratory settings. Additional research and validation efforts to advance this technology toward
commercialization are ongoing.
Furthermore, the Company intends to
continue development of non-invasive breath tests designed to detect up to nine diseases in dogs. This approach could enable a multi-disease
testing panel from a single breath sample, reducing reliance on traditional needle sticks and stool-based diagnostics for canine disease
and offering a more efficient, pet-friendly method aligned with modern veterinary practices.
Key Features and Benefits: Our breath collection devices
are able to work with shallow breathing patterns that animals tend to have in veterinary settings. The system has been designed to be
quantitative in nature in order to identify conditions that progress in response to medications or other treatment, helping to reduce
cost through disease management.
Breath testing is non-invasive. Our Breath Test is
non-invasive and is being developed so that the effort required to provide a breath sample is comparable to normal animal breathing with
minimal anxiety to the testing subject.
Constantly Learning A.I. Software: Our breath analytics
and gas chromatography technology produce results that are stored electronically. They are able to be mined by researchers and accessed
by artificial intelligence technologies seeking new patterns to improve testing and scanning performance. Our artificial intelligence
software is cloud based and updates as data accumulates.
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Multi-Measuring Sensors:
Non-essential Data: Users will be able to monitor
nonessential data from a connected software program. By providing at-a-glance insight, veterinarians and other users, potentially, may
also become able to recommend improvements in diet, care, and quality of life.
Interoperability: The VOCAM Plus and Frog have
the ability to connect to a smart device with a Bluetooth or 5G connection. The smart device can run the proprietary Windows based program
that can control the machines. Alternatively, a wire can be used to connect the VOCAM Plus and FROG to the smart device for control and
analysis.
Cost-Saving Benefits: It is our goal for our products
to allow customers to not only conserve money with our breath analysis technology, but also to provide faster and more efficient results
than any product on the market. Our goal is to also potentially save on treatment through early detection of multiple diseases.
Competition
We are not aware of any other significant company working on Animal Breathomics,
using breath from animals to detect various disease states.
Currently, the three most popular Heartworm tests
on the market are available through Idexx, Antech, and Zoetis. These animal health diagnostic companies provide antigen testing opportunities
to the veterinary community centered on the collection and testing of a blood sample. The sample can be processed one of two ways; utilized
on an in-clinic test for detection of heartworm antigen or sent to the reference lab facility for the same or a similar test centered
on detecting antigen in the blood sample. There is not a test on the market that performs with 100% sensitivity and 100% specificity,
leaving room for improvement in the test performance arena. Furthermore, current tests rely on the age of the heartworms to be 6 months
following the initial infection. This delay in being able to reliably detect heartworm infection creates issues for the veterinarian,
the pet owner, and the pet itself. Irreversible damage occurs to the dog’s vessels as soon as heartworms are present in the bloodstream,
which occurs before antigen-based tests can detect the infection. Additionally, the frustrations to the vet and the pet owner to have
to wait a period of 6 months following adoption or a lapse in compliant use of heartworm preventative to reliably know if the pet does
or does not have heartworm begs for improvements as well.
Our Competitive Strengths
We believe
the following strengths differentiate us from our competitors and are key drivers of our success:
1.
Earlier Detection of each abnormality. Currently Heartworm, for example, typically cannot be detected in dogs with an infection present for less than six months. We anticipate being able to identify Heartworm presence at earlier stages due to the nature of our test. Our licensed rights include all animal related applications.
2.
The quantitative nature of the breath technology allows for the ability to monitor the response to prescribed treatments.
3.
Non-invasive. Our processes utilize breath and air, not needles.
4.
Constantly improving Artificial Intelligence software. Over time it will get even more accurate and be able to expand into multiple abnormalities with a single sample.
5.
We believe that we will offer a more cost-effective alternative as we believe our direct costs (deionized water and minor cleansing agents for resetting) and amortized costs over the life of the VOCAM Plus Unit and breath capture device are both less than a dollar per use (as opposed to approximately $5 dollars plus discounts for the current market leaders).
6.
Potentially combined to test for a myriad of disease from a single sample.
As a start-up company in the animal healthcare testing
industry, we will be at a disadvantage to other more established and better capitalized companies that we are in competition with.
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Compliance with Government Regulation
We are not aware of any pending or probable regulations
that would have an impact upon our operations. The FDA does have regulatory oversight over devices intended for animal use and can take
appropriate regulatory action if an animal device is misbranded or adulterated. Pre-market approval is not required. The FDA does
not require submission of a 510(k), pre-market approval, or any pre-market approval for devices intended for animal use. Device
manufacturers who exclusively manufacture or distribute animal devices are not required to register their establishments or list animal devices
with FDA and are exempt from post-marketing reporting. It is the responsibility of the manufacturer and/or distributor of these articles
to assure that these animal devices are safe, effective, and properly labeled.
The Company’s current lab operations in Florida
are not subject to OSHA regulations or regulations governing the handling or disposing of medical waste. There are currently no specific
OSHA standards for veterinary testing, however the labs follow best practices including:
(a)
having a lab space that is clean and orderly and in good repair, with regard to normal fabrication procedures;
(b)
All waste materials properly disposed of at the end of each day;
(c)
Maintaining on the laboratory premises a copy of the laboratory registration so it is readily available for inspection by Department personnel;
(d)
Maintaining on the laboratory premises a written policy and procedure document on sanitation. Said policy shall include, but not necessarily be limited to: Intake and disinfection procedure for each appliance, impression, bite, or other material posing a possible contamination risk received by the laboratory.
Employees
We presently
have one full-time executive. Andrew Brown, our sole director and Chief Executive Officer, serves in a full-time capacity. Primarily,
we use the services of subcontractors and consultants for specific aspects of our business operations. These areas cover legal, clerical,
product specialist, industry consulting firm, operational consultants, and relationship consultants. We do expect material changes in
the number of employees over the next 12-month period. We do and will continue to outsource contract employment as needed.
Board of Advisors:
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Lindsay Starkey, DVM,
PhD, Diplomate ACVM-Parasit
Dr. Starkey is an Associate
Professor at Oklahoma State University’s College of Veterinary Medicine.
She completed both her DVM
(2011) and PhD (2015) in Veterinary Biomedical Sciences at Oklahoma State University where her graduate research focused on several vector-borne
infections of dogs.
She is a diplomate of the
American College of Veterinary Microbiology, Parasitology sub-specialty, completing her residency training through the National Center
for Veterinary Parasitology at Oklahoma State University in 2015.
She is involved in teaching,
various research projects involving vectors and vector-borne pathogens, diagnostic parasitology, and parasite consultation and outreach.
She currently serves as a co-director for the National Center for Veterinary Parasitology, editor and board member for the American Heartworm
Society, and vice president of the American Association of Veterinary Parasitologists.
Rob Tavzel
Rob attended the University
of New Mexico for his undergraduate degree in pre-law political science prior to receiving a commission as an Infantry Officer in the
United States Marine Corps.
He served nine years in the
Marines with combat deployments to Iraq and Afghanistan. His last duty was as an Acquisition Officer where he was responsible for development
and purchasing of cutting-edge technology for the Marine Corps.
He later received his Master
of Business Administration degree and subsequently a Master of Technology Management degree from the University of Maryland. He is currently
enrolled as a doctoral candidate pursuing a PhD in Business with a focus on commercialization of intellectual property.
Rob has pursued a number
of military, healthcare, and industrial technology projects since leaving the military. The most recent project is a partnership with
the Dana Farber Cancer Institute and the greater Harvard Medical Institution to study the efficacy of breath testing to diagnose lung
cancer in humans.
Bruce L. Truman
9
Bruce is a leading figure
in the pet healthcare industry, specializing in emerging technologies. His company, BLT Technology & Innovation Group, Inc.,
advises early-stage and expanding companies in the companion animal market, providing strategic partnerships and guidance.
Bruce has worked with companies
such as Basepaws (feline genetics, acquired by Zoetis), Embark (canine genetics), and Mars Kinship. He is a founding
board member of the Veterinary Virtual Care Association (VVCA) and a past president of VetPartners.org. He also advises
on various SaaS solutions in the animal care space.
We will be adding additional
Advisors in the upcoming year.
License Agreement
On August 18, 2023, the Company entered into a Patent
and Know-How License Agreement with Defiant Technologies Inc. (“Defiant”). On August 27, 2024, the Company entered into an
additional Patent and Know-How License Agreement (the “License Agreement”) with Defiant, which replaced the August 2023 agreement.
Pursuant to the License Agreement, among other things, Defiant granted the Company a nontransferable, non-sublicensable, exclusive
right and license to certain patents and know-how relating to animal testing and all commercial applications related to the
animal market on a global basis (“Patent Rights”, “Know-How”, and “Materials”, respectively)
to manufacture, use, offer for sale, sell or import (“Licensed Products”) in the animal market worldwide. The license is exclusive
(subject to certain exceptions and conditions) with respect to the Patent Rights and Materials and non-exclusive with respect to the Know-How.
The License Agreement obligated us to make an upfront
payment of $10,000 paid thirty days from the date of the License Agreement, $50,000 during the first quarter following the Effective Date
and then $50,000 per quarter thereafter until the full $250,000 was paid. To date, we have paid $150,000 ($142,400 for the year ending
September 30, 2025) to Defiant and we are current under the License Agreement. Further, in consideration of the rights and licenses granted
under the License Agreement, the Company is required to pay Defiant a royalty of 3% of net sales of all Licensed Products in the field
of use throughout the world during the term of the License Agreement.
Jumpstart
Our Business Startups Act
We
qualify as an “emerging growth company” as defined in Section 101 of the Jumpstart our Business Startups Act (“JOBS
Act”) as we did not have more than $1,000,000,000 in annual gross revenue and did not have such amount as of September 30, 2025,
our last fiscal year.
We
may lose our status as an emerging growth company on the last day of our fiscal year during which (i) our annual gross revenue exceeds
$1,000,000,000 or (ii) we issue more than $1,000,000,000 in non-convertible debt in a three-year period. We will lose our status as an
emerging growth company if at any time we are deemed to be a large, accelerated filer. We will lose our status as an emerging growth company
on the last day of our fiscal year following the fifth anniversary of the date of the first sale of common equity securities pursuant
to an effective registration statement.
As
an emerging growth company, we may take advantage of specified reduced reporting and other burdens that are otherwise applicable to general
reporting companies. These provisions include:
●
A requirement to have only two years of audited financial statement and only two years of related Management Discussion and Analysis Disclosures:
●
Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
●
No non-binding advisory votes on executive compensation or golden parachute arrangements.
As
an emerging growth company, we are exempt from Section 404(b) of the Sarbanes-Oxley Act of 2002 and Section 14A(a) and (b) of the Securities
Exchange Act of 1934. Such sections are provided below:
10
●
Section 404(b) of the Sarbanes-Oxley Act of 2002 requires a public company’s auditor to attest to, and report on, management’s assessment of its internal control
●
Sections 14A(a) and (b) of the Securities and Exchange Act, implemented by Section 951 of the Dodd-Frank Act, require companies to hold shareholder advisory votes on executive compensation and golden parachute compensation.
We
have already taken advantage of these reduced reporting burdens in this registration statement, which are also available to us as a smaller
reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
As
long as we qualify as an emerging growth company, we will not be required to comply with the requirements of Section 404(b) of the Sarbanes-Oxley
Act of 2002 and Section 14A(a) and (b) of the Securities Exchange Act of 1934.
In
addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period
provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or
revised accounting standards. We are choosing to irrevocably opt in to the extended transition period for complying with new or revised
accounting standards under Section 102(b)(2) of the JOBS Act.
Intellectual Property
While the Company does not own any patents or other
intellectual property directly, it has secured rights to certain intellectual property (“Licensed IP”) through a Patent and
Know-How License Agreement (the “License Agreement”) with Defiant Technologies Inc., entered into on August 18, 2023. The
Licensed IP includes patents and technical know-how that are material to the Company’s planned product development and commercialization
with such technology covering technologies that allow the products to be smaller and less expensive than competitors without a significant
loss in performance to be used solely in the animal testing market worldwide. All patents are 20-year utility patents that were awarded
in the year indicated below. The material patents under the License Agreement are as follows:
Title
Owned or License Type.
Patent No.
Issuance Date
Comments
Folded passage gas chromatography column
Licensed Patents (U.S.)
8,635,901
2014
Microfabricated Teeter-Totter Resonator
Licensed Patents (U.S.)
6,820,469
2004
*
Method for Chemical Sensing Using a Microfabricated Teeter-Totter Resonator
Licensed Patents (U.S.)
6,823,720
2004
*
Process to Form Mesostructured Films
Licensed Patents (U.S.)
5,858,457
1999
*
Mass-Sensitive Chemical Preconcentrator
Licensed Patents (U.S.)
7,168,298
2007
Non-Planar Microfabricated Gas Chromatography Column
Licensed Patents (U.S.)
7,273,517
2007
Non-Planar Chemical Preconcentrator
Licensed Patents (U.S.)
7,118,712
2006
Modular manifold for integrated fluidics and electronics
Licensed Patents (U.S.)
7,685,864
2010
Tortuous Path Chemical Preconcentrator
Licensed Patents (U.S.)
7,779,280
2010
Methods for Improved Preconcentrators
Licensed Patents (U.S.)
7,727,314
2010
Microfabricated thermionic detector
Licensed Patents (U.S.)
8,298,448
2012
Chemical Preconcentrator
Licensed Patents (U.S.)
6,171,378
2011
11
* The technology from the expired
patents has become obsolete and has been replaced with new designs. Defiant (the licensor) decided to keep the new innovations as trade
secrets to avoid public disclosure of the technology, which we believe does not have a material impact on the business. No further action
will be taken on expired patents.
The Company relies on the
Licensed IP to support its business strategy and product development initiatives. Additional details regarding the License Agreement,
including financial obligations and termination provisions, are provided on page 25 under “Overview of Business Over the Last Five
Years.” The Company may seek to acquire or license additional intellectual property in the future as its business evolves.
Revenue
We
have not recorded any revenue for the years ended September 30, 2025 and 2024 but have billed and collected $85,000 subsequent to September
30, 2025 through the date of this filing.
Factors
Effecting Future Performance
For the years ended September
30, 2025 and September 30, 2024, the Company generated no revenue and remained in the research and development stage. During this period,
the Company made measured progress toward executing its business plan, primarily through advancement of its research, diagnostic technology,
algorithm development, and validation activities. Additional external financing is required to fully implement the Company’s business
plan.
Offices
The mailing address of our company is 570
Lexington Grenn LN Sanford, FL, 32751 Additional space is provided without charge from our President, Andrew Brown, for a term
of one year from January 2024 through 2025, is approximately 500 square feet. The mailing address is a shared office and residential
space. Our main telephone number is 321-230-3739.
Litigation
We know of no material, existing or pending legal
proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings
in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material
interest adverse to our company.