SideChannel (SDCH) 10-Q 13 May 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Mar. 31, 2022	May 13, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--09-30
Entity File Number	000-28745
Entity Registrant Name	Cipherloc Corporation
Entity Central Index Key	0001022505
Entity Tax Identification Number	86-0837077
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6836 Bee Cave Rd
Entity Address, Address Line Two	Bldg. 1
Entity Address, Address Line Three	S#279
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78746
City Area Code	(512)
Local Phone Number	337-3728
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		87,560,647

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2022	Sep. 30, 2021
Current assets
Cash	$ 4,390,059	$ 5,783,994
Deferred costs	180,000	180,000
Prepaid expenses	143,208	279,832
Total current assets	4,713,267	6,243,826
Deferred costs	420,000	510,000
Total assets	5,133,267	6,753,826
Current liabilities
Accounts payable and accrued liabilities	433,710	1,462,732
Accrued compensation		25,000
Total current liabilities	433,710	1,487,732
Total liabilities	433,710	1,487,732
Commitments and contingencies
Stockholders’ equity
Common stock, $0.001 par value, 681,000,000 shares authorized; 87,560,647 and 82,927,311 shares outstanding; and 100,975,461 and 96,342,125 issued as of March 31, 2022, and September 30, 2021, respectively	100,975	96,342
Treasury stock, at cost, 13,414,814 and 13,414,814 shares as of March 31, 2022, and September 30, 2021, respectively	(590,000)	(590,000)
Additional paid-in capital	78,171,578	77,290,643
Accumulated deficit	(72,982,996)	(71,530,891)
Total stockholders’ equity	4,699,557	5,266,094
Total liabilities and stockholders’ equity	$ 5,133,267	$ 6,753,826

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Sep. 30, 2021
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	681,000,000	681,000,000
Common stock, shares outstanding	87,560,647	82,927,311
Common stock, shares issued	100,975,461	96,342,125
Treasury stock, shares	13,414,814	13,414,814

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
Revenues	$ 251	$ 6,667	$ 251	$ 15,417
Cost of revenues
Gross profit	251	6,667	251	15,417
Operating expenses
General and administrative	607,014	889,172	1,076,030	1,550,864
Selling and marketing	52,375	31,250	105,768	56,250
Research and development	140,919	175,083	270,558	296,876
Total operating expenses	800,308	1,095,505	1,452,356	1,903,990
Operating loss	(800,057)	(1,088,838)	(1,452,105)	(1,888,573)
Net loss	$ (800,057)	$ (1,088,838)	$ (1,452,105)	$ (1,888,573)
Net loss per common share – basic and diluted	$ (0.01)	$ (0.04)	$ (0.02)	$ (0.07)
Weighted average common shares outstanding – basic and diluted	84,993,489	27,774,609	83,949,047	27,574,365

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,452,105)	$ (1,888,573)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization	90,000
Stock-based compensation	51,568	79,655
Changes in operating assets and liabilities:
Prepaid expenses and other	136,624	342,544
Accounts payable and accrued liabilities	(220,022)	374,091
Accrued compensation		208,750
Deferred revenue		(15,417)
Net cash used in operating activities	(1,393,935)	(898,950)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of fixed assets
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock		(40,000)
Purchase of preferred stock		(10,000)
Proceeds from the issuance of common stock, net of costs		5,497,964
Net cash provided by financing activities		5,447,964
(DECREASE) INCREASE IN CASH	(1,393,935)	4,549,014
CASH, BEGINNING OF PERIOD	5,783,994	1,079,839
CASH, END OF PERIOD	4,390,059	5,628,853
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for services, previously in accrued expenses	$ 834,000

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Treasury Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Sep. 30, 2020	$ 10,000	$ 40,792	$ (550,000)	$ 68,787,854	$ (68,426,608)	$ (137,962)
Beginning balance, shares at Sep. 30, 2020	1,000,000	40,792,510
Options issued to directors & employees				79,655		79,655
Options issued to directors & employees, shares
Net loss					(1,888,573)	(1,888,573)
Preferred and treasury shares acquired	$ (10,000)		(40,000)			(50,000)
Preferred and treasury shares acquired, shares	(1,000,000)
Issuance of common stock, net of issuance costs		$ 35,758		5,462,206		5,497,964
Issuance of common stock, net of issuance costs, shares		35,757,942
Ending balance, value at Mar. 31, 2021		$ 76,550	(590,000)	74,329,715	(70,315,181)	3,501,084
Ending balance, shares at Mar. 31, 2021		76,550,452
Beginning balance, value at Dec. 31, 2020		$ 40,792	(590,000)	68,828,879	(69,226,343)	(946,672)
Beginning balance, shares at Dec. 31, 2020		40,792,510
Options issued to directors & employees				38,630		38,630
Options issued to directors & employees, shares
Net loss					(1,088,838)	(1,088,838)
Issuance of common stock, net of issuance costs		$ 35,758		5,462,206		5,497,964
Issuance of common stock, net of issuance costs, shares		35,757,942
Ending balance, value at Mar. 31, 2021		$ 76,550	(590,000)	74,329,715	(70,315,181)	3,501,084
Ending balance, shares at Mar. 31, 2021		76,550,452
Beginning balance, value at Sep. 30, 2021		$ 96,342	(590,000)	77,290,643	(71,530,891)	5,266,094
Beginning balance, shares at Sep. 30, 2021		96,342,125
Options issued to directors & employees				51,568		51,568
Options issued to directors & employees, shares
Shares issued for services		$ 4,633		829,367		834,000
Shares issued for services, shares		4,633,336
Net loss					(1,452,105)	(1,452,105)
Issuance of common stock, net of issuance costs	0	4,633,336
Ending balance, value at Mar. 31, 2022		$ 100,975	(590,000)	78,171,578	(72,982,996)	4,699,557
Ending balance, shares at Mar. 31, 2022		100,975,461
Beginning balance, value at Dec. 31, 2021		$ 96,342	(590,000)	77,313,204	(72,182,939)	4,636,607
Beginning balance, shares at Dec. 31, 2021		96,342,125
Options issued to directors & employees				29,007		29,007
Options issued to directors & employees, shares
Shares issued for services		$ 4,633		829,367		834,000
Shares issued for services, shares		4,633,336
Net loss					(800,057)	(800,057)
Ending balance, value at Mar. 31, 2022		$ 100,975	$ (590,000)	$ 78,171,578	$ (72,982,996)	$ 4,699,557
Ending balance, shares at Mar. 31, 2022		100,975,461

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	6 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
DESCRIPTION OF BUSINESS	NOTE 1 - DESCRIPTION OF BUSINESS Cipherloc Corporation (the “Company” or “Cipherloc”) was incorporated in the State of Texas on June 22, 1953, under the name “American Mortgage Company.” Effective August 27, 2014, the Company changed its name to “Cipherloc Corporation.” Prior to September 30, 2021, the Company was a Texas corporation. The Company became a Delaware corporation effective September 30, 2021. The Company’s headquarters is located at 6836 Bee Cave Road, Building 1, Suite279, Austin, Texas 78746. The Company’s website is www.cipherloc.net

BASIS OF PRESENTATION OF INTERI

BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS	6 Months Ended
	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS	NOTE 2 - BASIS OF PRESENTATION OF INTERIM FINANCIAL STATEMENTS The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying interim unaudited financial statements have been prepared in accordance with U.S. GAAP for interim financial information in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the Company’s opinion, it has included all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation. The Company’s operating results for the six months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the entire fiscal year ending September 30, 2022. The Company has omitted notes to the unaudited interim financial statements that would substantially duplicate the disclosures contained in the audited financial statements for the fiscal year ended September 30, 2021. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended September 30, 2021, included within the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company prepares its financial statements in accordance with U.S. GAAP. Significant accounting policies are as follows: Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity at the time of purchase of three months or less to be cash equivalents. At March 31, 2022, the Company’s cash included cash on hand and cash in the bank. The balance of such accounts, at times, may exceed federally insured limits, as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insures these deposits up to $ 250,000 4,140,059 Basic and Diluted Net Loss per Common Share The Company’s computes its basic loss per share by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting that number by the amount of time that the applicable shares were outstanding. Diluted earnings per share reflects the potential dilution that could occur if vested stock options, warrants, and other commitments of the Company to issue common stock were exercised, resulting in the issuance of common stock that would share in the earnings of the Company. As of March 31, 2022, the Company had no shares of preferred stock outstanding. The Company’s diluted loss per share was the same as basic loss per share for the periods in which the Company incurred net losses since the inclusion of potential common stock equivalents would be anti-dilutive due to the net loss. For the three and six month periods ended March 31, 2022, the Company excluded warrants to purchase 79,461,481 2,000,001 60,364,253 699,999 Research and Development and Software Development Costs The Company expenses all research and development costs, including patent and software development costs. The research and development expenses incurred by the Company for the three months ended March 31, 2022 and 2021 were $ 140,919 175,083 270,558 296,876 Revenue Recognition The Company recognizes revenues in accordance with the provisions of ASC 606, “Revenue from Contracts with Customers , Central to the Company’s revenue recognition guidance is a five-step revenue recognition model that requires reporting entities to: 1. Identify the contract, 2. Identify the performance obligations of the contract, 3. Determine the transaction price of the contract, 4. Allocate the transaction price to the performance obligations, and 5. Recognize revenue. The Company accounts for a promise to provide a customer with a right to access the Company’s intellectual property as a performance obligation satisfied over time, because the customer will simultaneously receive and consume the benefit from access to the Company’s intellectual property as the performance occurs. Software License Agreements During the fiscal year ended September 30, 2019, the Company entered into an agreement with SoundFi LLC (“SoundFi”). The SoundFi agreement provides for a one-year term that automatically renews for subsequent one-year periods unless otherwise terminated by either party. The Company received a payment of $ 25,000 The Company executed a software licensing agreement with Castle Shield Holdings, LLC (“Castle Shield”) during the fiscal year ended September 30, 2020. That agreement includes an auto-renewing annual term. The Company received a $ 10,000 15,417 251 Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the ASC. There have been several ASUs to date that amend the original text of the ASCs. Other than those discussed below, the Company believes those ASUs issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued guidance to clarify certain interactions between the guidance to account for equity securities, the guidance to account for investments under the equity method of accounting, and the guidance to account for derivatives and hedging. The new guidance clarifies the application of measurement alternatives and the accounting for certain forward contracts and purchased options to acquire investments. The Company adopted this guidance on October 1, 2021, and the adoption of this update did not have a material impact on the Company’s financial position, results of operations and cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. In June 2016, 2016 13, December 15, 2019. November 2019, 2019 10, 326 December 15, 2022. In November 2021, the FASB issued guidance to increase the transparency of government assistance received by an entity by requiring disclosures relating to accounting policy, nature of the assistance, and the effect of the assistance on the financial statements. The Company is required to adopt the guidance in the first quarter of its fiscal 2023. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements. [In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies, as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on October 1, 2021, and the adoption of this update did not have a material impact on the Company’s financial position, results of operations and cash flows.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 4– COMMITMENTS AND CONTINGENCIES Litigation The Company is currently not involved in any litigation that it believes could have a material adverse effect on its financial condition or results of operations. In December 2017, Robert LeBlanc filed a petition against the Company and Michael De La Garza, the Company’s former Chief Executive Officer and President, in the 20th Judicial District for Hays County, Texas (Cause No. 18-0005). Mr. LeBlanc claims that he is a former consultant, employee, and/or officer of the Company, Mr. LeBlanc’s petition (which has been amended) alleges causes of action against the Company for alleged violation of the Texas Securities Act, common law fraud against Mr. De La Garza; breach of fiduciary duty against Mr. De La Garza; breach of contract; as well as declaratory relief. Mr. LeBlanc seeks damages exceeding $ 1,000,000 10,000,000 In April 2020, Eric Marquez, the former Secretary/Treasurer and Chief Financial Officer of the Company, and certain other plaintiffs filed a lawsuit against the Company and Michael De La Garza, the Company’s former Chief Executive Officer and President, in the 20 th 1,000,000 Leases As of March 31, 2022, the Company had no financial obligations for facility lease agreements, except as set forth below. Prior to December 1, 2021, Tom Wilkinson, the Company’s Chairman of the Board of Directors, provided the Company with the use of office space that he rents, located at 6836 Bee Caves Road, Building 1, Suite 279, Austin, TX 78746, for its corporate headquarters. As of December 1, 2021, the Company entered into a month-to-month lease agreement for this office space with Nolen & Associates, under which the Company pays Nolen & Associates $ 500 The Company’s rent expense totaled $ 1,641 2,141 97,910 136,188

DEBT

DEBT	6 Months Ended
	Mar. 31, 2022
Debt Disclosure [Abstract]
DEBT	NOTE 5 – DEBT On April 6, 2020, to supplement its cash balances, the Company submitted an application for a $ 365,430 1 On January 29, 2021, the Company filed for partial forgiveness of $ 192,052 On April 15, 2021, the Company placed the full $ 365,430 1,000 0

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Mar. 31, 2022
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 6 - STOCKHOLDERS’ EQUITY The Company’s certificate of incorporation authorizes the issuance of up to 681,000,000 10,000,000 0.001 87,560,647 no Common Stock During the six months ended March 31, 2022, the Company issued 4,633,336 No Beginning with the last quarter of the Company’s fiscal year ended September 30, 2021, the Company’s Board of Directors elected to receive one-half of the members’ quarterly compensation in shares of the Company’s common stock, instead of cash. At its April 2021 meeting, the Board of Directors also approved a one-time award of 100,000 633,336 411,112 111,112 111,112 On July 23, 2021, the Company entered into a financial advisory and consulting agreement with Paulson Investment Company, LLC (“ Paulson 4,000,000 720,000 Restricted Common Stock Units On October 22, 2021, the Company entered into restricted stock unit award agreements with four employees and one contractor. The Company granted a total of 2,000,001 260,000 0.13 51,568

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 7 – SUBSEQUENT EVENTS The Company does not have any subsequent events to report as of the date of this filing.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity at the time of purchase of three months or less to be cash equivalents. At March 31, 2022, the Company’s cash included cash on hand and cash in the bank. The balance of such accounts, at times, may exceed federally insured limits, as guaranteed by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insures these deposits up to $ 250,000 4,140,059
Basic and Diluted Net Loss per Common Share	Basic and Diluted Net Loss per Common Share The Company’s computes its basic loss per share by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the reporting period. The weighted average number of shares is calculated by taking the number of shares outstanding and weighting that number by the amount of time that the applicable shares were outstanding. Diluted earnings per share reflects the potential dilution that could occur if vested stock options, warrants, and other commitments of the Company to issue common stock were exercised, resulting in the issuance of common stock that would share in the earnings of the Company. As of March 31, 2022, the Company had no shares of preferred stock outstanding. The Company’s diluted loss per share was the same as basic loss per share for the periods in which the Company incurred net losses since the inclusion of potential common stock equivalents would be anti-dilutive due to the net loss. For the three and six month periods ended March 31, 2022, the Company excluded warrants to purchase 79,461,481 2,000,001 60,364,253 699,999
Research and Development and Software Development Costs	Research and Development and Software Development Costs The Company expenses all research and development costs, including patent and software development costs. The research and development expenses incurred by the Company for the three months ended March 31, 2022 and 2021 were $ 140,919 175,083 270,558 296,876
Revenue Recognition	Revenue Recognition The Company recognizes revenues in accordance with the provisions of ASC 606, “Revenue from Contracts with Customers , Central to the Company’s revenue recognition guidance is a five-step revenue recognition model that requires reporting entities to: 1. Identify the contract, 2. Identify the performance obligations of the contract, 3. Determine the transaction price of the contract, 4. Allocate the transaction price to the performance obligations, and 5. Recognize revenue. The Company accounts for a promise to provide a customer with a right to access the Company’s intellectual property as a performance obligation satisfied over time, because the customer will simultaneously receive and consume the benefit from access to the Company’s intellectual property as the performance occurs. Software License Agreements During the fiscal year ended September 30, 2019, the Company entered into an agreement with SoundFi LLC (“SoundFi”). The SoundFi agreement provides for a one-year term that automatically renews for subsequent one-year periods unless otherwise terminated by either party. The Company received a payment of $ 25,000 The Company executed a software licensing agreement with Castle Shield Holdings, LLC (“Castle Shield”) during the fiscal year ended September 30, 2020. That agreement includes an auto-renewing annual term. The Company received a $ 10,000 15,417 251
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Financial Accounting Standards Board (“FASB”) issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in the ASC. There have been several ASUs to date that amend the original text of the ASCs. Other than those discussed below, the Company believes those ASUs issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued guidance to clarify certain interactions between the guidance to account for equity securities, the guidance to account for investments under the equity method of accounting, and the guidance to account for derivatives and hedging. The new guidance clarifies the application of measurement alternatives and the accounting for certain forward contracts and purchased options to acquire investments. The Company adopted this guidance on October 1, 2021, and the adoption of this update did not have a material impact on the Company’s financial position, results of operations and cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The new ASU addresses an issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. In June 2016, 2016 13, December 15, 2019. November 2019, 2019 10, 326 December 15, 2022. In November 2021, the FASB issued guidance to increase the transparency of government assistance received by an entity by requiring disclosures relating to accounting policy, nature of the assistance, and the effect of the assistance on the financial statements. The Company is required to adopt the guidance in the first quarter of its fiscal 2023. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements. [In August 2020, the FASB issued ASU 2020-06— Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) Debt with Conversion and Other Options Additionally, for convertible debt instruments with substantial premiums accounted for as paid-in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital. The amendments in ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies, as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted ASU 2020-06 on October 1, 2021, and the adoption of this update did not have a material impact on the Company’s financial position, results of operations and cash flows.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2020
Product Information [Line Items]
FDIC insured cash	$ 250,000		$ 250,000
Cash balance uninsured	4,140,059		4,140,059
Research and development expense	140,919	$ 175,083	270,558	$ 296,876
Revenues	$ 251	$ 6,667	251	15,417
SoundFi LLC [Member] | License [Member]
Product Information [Line Items]
Proceeds from license fees					$ 25,000
Castle Shield Holdings LLC [Member] | License [Member]
Product Information [Line Items]
Proceeds from license fees					$ 10,000
Revenues			$ 251	$ 15,417
Equity Option [Member]
Product Information [Line Items]
Anti-dilutive common stock and equivalents				699,999
Warrant [Member]
Product Information [Line Items]
Anti-dilutive common stock and equivalents			79,461,481	60,364,253
Restricted Stock [Member]
Product Information [Line Items]
Anti-dilutive common stock and equivalents			2,000,001

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	Dec. 31, 2021	Apr. 30, 2020	Dec. 31, 2017	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021
Loss Contingencies [Line Items]
Rent expense	$ 500			$ 1,641	$ 97,910	$ 2,141	$ 136,188
Eric Marquez [Member]
Loss Contingencies [Line Items]
Damages sought value		$ 1,000,000
Minimum [Member] | Robert LeBlanc [Member]
Loss Contingencies [Line Items]
Damages sought value			$ 1,000,000
Maximum [Member] | Robert LeBlanc [Member]
Loss Contingencies [Line Items]
Damages sought value			$ 10,000,000

DEBT (Details Narrative)

DEBT (Details Narrative) - SBA Loan [Member] - PPP [Member] - USD ($)	Apr. 15, 2021	Sep. 30, 2021	Jan. 29, 2021	Apr. 06, 2020
Financing Receivable, Credit Quality Indicator [Line Items]
Paycheck protection program loan	$ 365,430	$ 0	$ 192,052	$ 365,430
Debt instrument, interest rate				1.00%
Principal balance with interest amount	$ 1,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Mar. 30, 2022	Mar. 28, 2022	Jan. 31, 2022	Jan. 13, 2022	Oct. 22, 2021	Apr. 30, 2021	Mar. 31, 2022	Mar. 31, 2021	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2021
Class of Stock [Line Items]
Common stock, shares authorized							681,000,000		681,000,000		681,000,000
Preferred stock, par value							$ 0.001		$ 0.001
Common stock, shares outstanding							87,560,647		87,560,647		82,927,311
Preferred stock, shares outstanding							0		0
Preferred stock issued								$ 5,497,964		$ 5,497,964
Issuance of common stock, value							$ 29,007	38,630	$ 51,568	79,655
Stock compensation expense									51,568
Financial Advisory Consulting Agreement [Member] | Paulson Investment Company [Member]
Class of Stock [Line Items]
Issuance of common stock, shares	4,000,000
Issuance of common stock, value	$ 720,000
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Restricted stocks awards, granted					2,000,001
Restricted stock, granted					$ 260,000
Common stock per share					$ 0.13
Director [Member] | One-time grant award [Member]
Class of Stock [Line Items]
Shares received by directors		111,112	111,112	411,112		633,336
Director [Member] | One-time grant award [Member] | Equity Incentive Compensation Plan [Member]
Class of Stock [Line Items]
Shares received by directors						100,000
Common Stock [Member]
Class of Stock [Line Items]
Preferred stock issued								$ 35,758	$ 4,633,336	$ 35,758
Issuance of common stock, shares
Issuance of common stock, value
Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock issued									$ 0
Issuance of common stock, value
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred stock, shares authorized							10,000,000		10,000,000
Preferred stock, par value							$ 0.001		$ 0.001