Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2021 | Aug. 12, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | PHARMAGREEN BIOTECH INC. | |
Entity Central Index Key | 0001435181 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2021 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 355,831,269 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56090 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 98-0491567 | |
Entity Address Address Line 1 | 2987 Blackbear Court | |
Entity Address City Or Town | Coquitlam | |
Entity Address State Or Province | BC | |
Entity Address Postal Zip Code | V3E 3A2 | |
City Area Code | 702 | |
Local Phone Number | 803-9404 | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Current assets | ||
Cash | $ 19,218 | $ 12,196 |
Amounts receivable | 88 | 295 |
Prepaid expenses and deposits | 0 | 253,754 |
Total assets | 19,306 | 266,245 |
Current liabilities | ||
Accounts payable and accrued liabilities (Notes 3 and 7) | 624,461 | 539,663 |
Advances from Alliance Growers Corp. (Note 11(a)) | 60,450 | 56,303 |
Due to related parties (Note 7) | 607,827 | 508,874 |
Note payable (Note 4) | 40,000 | 40,000 |
Convertible notes - current portion, net of unamortized discount of $Nil and $182,012, respectively (Note 5) | 190,834 | 641,077 |
Derivative liabilities (Note 6) | 298,301 | 1,380,957 |
Total current liabilities | 1,821,873 | 3,166,874 |
Loan payable (Note 4) | 32,240 | 30,028 |
Convertible notes, net of unamortized discount of $20,696 and $23,619, respectively (Note 5) | 6,371 | 3,448 |
Total liabilities | 1,860,484 | 3,200,350 |
Stockholders' deficit | ||
Preferred stock Authorized: 1,000,000 shares, $0.001 par value; 10,000 and nil shares issued and outstanding, respectively | 10 | 0 |
Common stock Authorized: 2,000,000,000 shares, $0.001 par value; 355,129,269 and 95,806,289 shares issued and outstanding, respectively | 355,129 | 95,806 |
Common stock issuable (Note 8) | 121,500 | 180,000 |
Additional paid-in capital | 8,628,541 | (3,967,261) |
Accumulated other comprehensive income (loss) | (31,735) | 36,679 |
Deficit | (10,867,990) | (7,167,346) |
Total Pharmagreen Biotech Inc. stockholders' deficit | (1,794,545) | (2,887,600) |
Non-controlling interest | (46,633) | (46,505) |
Total stockholders' deficit | (1,841,178) | (2,934,105) |
Total liabilities and stockholders' deficit | $ 19,306 | $ 266,245 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Condensed Consolidated Balance Sheets | ||
Convertible Notes, Unamortized Discount, Current | $ 0 | $ 182,012 |
Convertible Notes, Unamortized Discount, Noncurrent | $ 20,696 | $ 23,619 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shared Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 10,000 | 0 |
Preferred Stock, Shares Outstanding | 10,000 | 0 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares Issued | 355,129,269 | 95,806,289 |
Common Stock, Shares Outstanding | 355,129,269 | 95,806,289 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Expenses | ||||
Consulting fees (Note 7) | $ 190,794 | $ 30,108 | $ 296,987 | $ 153,999 |
Foreign exchange loss (gain) | (3,044) | (15,824) | (16,951) | 6,025 |
General and administrative | 20,716 | 28,704 | 64,376 | 91,688 |
Professional fees | 18,829 | 40,068 | 111,788 | 89,915 |
Salaries and wages | 5,085 | 3,858 | 14,753 | 13,005 |
Total expenses | 232,380 | 86,914 | 470,953 | 354,632 |
Net loss before other income (expense) | (232,380) | (86,914) | (470,953) | (354,632) |
Other income (expense) | ||||
Accretion of discount on convertible notes (Note 5) | (1,179) | (54,877) | (86,801) | (77,889) |
Gain (loss) on change in fair value of derivative liabilities (Note 6) | 101,418 | (1,187,033) | (3,083,420) | (1,347,031) |
Gain (loss) on settlement on convertible notes (Note 5) | 0 | (31,898) | 613,526 | (38,411) |
Interest and finance costs (Note 5) | (10,087) | 0 | (673,124) | (45,000) |
Write-off of accounts payable | 0 | 0 | 0 | 292,557 |
Total other income (expense) | 90,152 | (1,273,808) | (3,229,819) | (1,215,774) |
Net loss | (142,228) | (1,360,722) | (3,700,772) | (1,570,406) |
Less: net loss attributable to non-controlling interest | 83 | 8 | 128 | 161 |
Net loss attributable to Pharmagreen Biotech Inc. | (142,145) | (1,360,714) | (3,700,644) | (1,570,245) |
Comprehensive income (loss) | ||||
Foreign currency translation gain (loss) | (13,215) | (17,081) | (68,414) | 2,045 |
Comprehensive loss attributable to Pharmagreen Biotech Inc. | $ (155,360) | $ (1,377,795) | $ (3,769,058) | $ (1,568,200) |
Basic and diluted loss per share attributable to Pharmagreen Biotech Inc. stockholders | $ 0 | $ (0.02) | $ (0.01) | $ (0.02) |
Weighted average number of shares outstanding used in the calculation of net loss per share attributable to Pharmagreen Biotech Inc. | 351,763,390 | 82,854,083 | 271,420,624 | 78,042,762 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Common Stock Issuable [Member] | Additional Paid-In Capital | Accumulated other comprehensive loss | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Balance, shares at Sep. 30, 2019 | 75,646,835 | |||||||
Balance, amount at Sep. 30, 2019 | $ (834,498) | $ 0 | $ 75,647 | $ 0 | $ 3,772,781 | $ 47,824 | $ (4,729,476) | $ (1,274) |
Foreign currency translation loss | (12,399) | 0 | 0 | 0 | 0 | (12,399) | 0 | 0 |
Net loss for the period | (206,057) | 0 | $ 0 | 0 | 0 | 0 | (206,021) | (36) |
Balance, shares at Dec. 31, 2019 | 75,646,835 | |||||||
Balance, amount at Dec. 31, 2019 | (1,052,954) | 0 | $ 75,647 | 0 | 3,772,781 | 35,425 | (4,935,497) | (1,310) |
Balance, shares at Sep. 30, 2019 | 75,646,835 | |||||||
Balance, amount at Sep. 30, 2019 | (834,498) | 0 | $ 75,647 | 0 | 3,772,781 | 47,824 | (4,729,476) | (1,274) |
Net loss for the period | (1,570,406) | |||||||
Balance, shares at Jun. 30, 2020 | 91,145,003 | |||||||
Balance, amount at Jun. 30, 2020 | (2,239,452) | 0 | $ 91,145 | 0 | 3,920,690 | 49,869 | (6,299,721) | (1,435) |
Balance, shares at Dec. 31, 2019 | 75,646,835 | |||||||
Balance, amount at Dec. 31, 2019 | (1,052,954) | 0 | $ 75,647 | 0 | 3,772,781 | 35,425 | (4,935,497) | (1,310) |
Foreign currency translation loss | 31,525 | 0 | 0 | 0 | 0 | 31,525 | 0 | 0 |
Net loss for the period | (3,627) | 0 | $ 0 | 0 | 0 | 0 | (3,510) | (117) |
Issuance of common stock pursuant to the conversion of convertible notes, shares | 78,064 | |||||||
Issuance of common stock pursuant to the conversion of convertible notes, amount | 21,077 | 0 | $ 78 | 0 | 20,999 | 0 | 0 | 0 |
Balance, shares at Mar. 31, 2020 | 75,724,899 | |||||||
Balance, amount at Mar. 31, 2020 | (1,003,979) | 0 | $ 75,725 | 0 | 3,793,780 | 66,950 | (4,939,007) | (1,427) |
Foreign currency translation loss | (17,081) | 0 | 0 | 0 | 0 | (17,081) | 0 | 0 |
Net loss for the period | (1,360,722) | 0 | $ 0 | 0 | 0 | 0 | (1,360,714) | (8) |
Issuance of common stock pursuant to the conversion of convertible notes, shares | 15,420,104 | |||||||
Issuance of common stock pursuant to the conversion of convertible notes, amount | 142,330 | 0 | $ 15,420 | 0 | 126,910 | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2020 | 91,145,003 | |||||||
Balance, amount at Jun. 30, 2020 | (2,239,452) | 0 | $ 91,145 | 0 | 3,920,690 | 49,869 | (6,299,721) | (1,435) |
Balance, shares at Sep. 30, 2020 | 95,806,289 | |||||||
Balance, amount at Sep. 30, 2020 | (2,934,105) | 0 | $ 95,806 | 180,000 | 3,967,261 | 36,679 | (7,167,346) | (46,505) |
Foreign currency translation loss | (42,455) | 0 | 0 | 0 | 0 | (42,455) | 0 | 0 |
Net loss for the period | (417,110) | 0 | $ 0 | 0 | 0 | 0 | (417,109) | (1) |
Issuance of common stock pursuant to the conversion of convertible notes, shares | 144,315,380 | |||||||
Issuance of common stock pursuant to the conversion of convertible notes, amount | 1,612,053 | 0 | $ 144,316 | (180,000) | 1,647,737 | 0 | 0 | 0 |
Issuance of units for cash, shares | 5,400,000 | |||||||
Issuance of units for cash, amount | 27,000 | $ 0 | $ 5,400 | 0 | 21,600 | 0 | 0 | 0 |
Issuance of preferred shares for cash, shares | 10,000 | |||||||
Issuance of preferred shares for cash, amount | 10 | $ 10 | $ 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock for services, shares | 90,000 | |||||||
Issuance of common stock for services, amount | 1,355 | $ 0 | $ 90 | 0 | 1,265 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2020 | 10,000 | 245,611,669 | ||||||
Balance, amount at Dec. 31, 2020 | (1,753,252) | $ 10 | $ 245,612 | 0 | 5,637,863 | (5,776) | (7,584,455) | (46,506) |
Balance, shares at Sep. 30, 2020 | 95,806,289 | |||||||
Balance, amount at Sep. 30, 2020 | (2,934,105) | $ 0 | $ 95,806 | 180,000 | 3,967,261 | 36,679 | (7,167,346) | (46,505) |
Net loss for the period | (3,700,772) | |||||||
Balance, shares at Jun. 30, 2021 | 10,000 | 355,129,269 | ||||||
Balance, amount at Jun. 30, 2021 | (1,841,178) | $ 10 | $ 355,129 | 121,500 | 8,628,541 | (31,735) | (10,867,990) | (46,633) |
Balance, shares at Dec. 31, 2020 | 10,000 | 245,611,669 | ||||||
Balance, amount at Dec. 31, 2020 | (1,753,252) | $ 10 | $ 245,612 | 0 | 5,637,863 | (5,776) | (7,584,455) | (46,506) |
Foreign currency translation loss | (12,744) | 0 | 0 | 0 | 0 | (12,744) | 0 | 0 |
Net loss for the period | (3,141,434) | 0 | $ 0 | 0 | 0 | 0 | (3,141,390) | (44) |
Issuance of common stock pursuant to the conversion of convertible notes, shares | 84,845,100 | |||||||
Issuance of common stock pursuant to the conversion of convertible notes, amount | 2,933,217 | 0 | $ 84,845 | 0 | 2,848,372 | 0 | 0 | 0 |
Issuance of units for cash, shares | 17,411,250 | |||||||
Issuance of units for cash, amount | 96,225 | 0 | $ 17,411 | 6,113 | 72,701 | 0 | 0 | 0 |
Issuance of common stock for services, shares | 300,000 | |||||||
Issuance of common stock for services, amount | 7,320 | $ 0 | $ 300 | 0 | 7,020 | 0 | 0 | 0 |
Balance, shares at Mar. 31, 2021 | 10,000 | 348,168,019 | ||||||
Balance, amount at Mar. 31, 2021 | (1,870,668) | $ 10 | $ 348,168 | 6,113 | 8,565,956 | (18,520) | (10,725,845) | (46,550) |
Foreign currency translation loss | (13,215) | 0 | 0 | 0 | 0 | (13,215) | 0 | 0 |
Net loss for the period | (142,228) | 0 | $ 0 | 0 | 0 | 0 | (142,145) | (83) |
Issuance of units for cash, shares | 6,961,250 | |||||||
Issuance of units for cash, amount | 63,433 | 0 | $ 6,961 | (6,113) | 62,585 | 0 | 0 | 0 |
Shares issuable for services | 121,500 | $ 0 | $ 0 | 121,500 | 0 | 0 | 0 | 0 |
Balance, shares at Jun. 30, 2021 | 10,000 | 355,129,269 | ||||||
Balance, amount at Jun. 30, 2021 | $ (1,841,178) | $ 10 | $ 355,129 | $ 121,500 | $ 8,628,541 | $ (31,735) | $ (10,867,990) | $ (46,633) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING ACTIVITIES | ||
Net loss | $ (3,700,772) | $ (1,570,406) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible notes | 86,801 | 77,889 |
Financing fees and default penalties | 673,124 | 45,000 |
Loss on change in fair value of derivative liabilities | 3,083,420 | 1,347,031 |
Loss (gain) on settlement of convertible notes | (613,526) | 38,411 |
Shares issued or issuable for services | 130,175 | 0 |
Write-off of accounts payable | 0 | (292,557) |
Changes in operating assets and liabilities: | ||
Amounts receivable | 207 | 9,849 |
Prepaid expenses and deposits | 3,754 | (236,798) |
Accounts payable and accrued liabilities | 120,273 | 21,189 |
Due to related parties | 65,307 | 13,840 |
Net cash used in operating activities | (151,237) | (546,552) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible notes | 0 | 570,080 |
Proceeds from units issued and issuable for cash | 186,725 | 0 |
Proceeds from issuance of preferred shares | 10 | 0 |
Repayment of loans from related parties | 0 | (128,813) |
Proceeds from related party loans | 33,646 | 64,981 |
Proceeds from loans payable | 0 | 29,388 |
Financing costs | 0 | (5,000) |
Net cash provided by financing activities | 220,381 | 530,636 |
Effect of foreign exchange rate changes on cash | (62,122) | (12,184) |
Change in cash | 7,022 | (28,100) |
Cash, beginning of period | 12,196 | 62,682 |
Cash, end of period | 19,218 | 34,582 |
Non-cash investing and financing activities: | ||
Original issue discount on convertible notes | 0 | 532,594 |
Common shares issued for settlement of convertible notes | 4,545,270 | 163,407 |
Issuance of promissory note as a financing fee | 0 | 40,000 |
Supplemental disclosures: | ||
Interest paid | 0 | 4,601 |
Income taxes paid | $ 0 | $ 0 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 9 Months Ended |
Jun. 30, 2021 | |
Nature of Business and Continuance of Operations | |
1. Nature of Business and Continuance of Operations | 1. Nature of Business and Continuance of Operations Pharmagreen Biotech Inc. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on November 26, 2007, under the name Azure International, Inc. On October 30, 2008, and effective as of the same date, the Company filed Articles of Merger (“Articles”) with the State of Nevada, to effect a merger by and between Air Transport Group Holdings, Inc., a Nevada corporation and Azure International, Inc. As a result of the merger, the Company changed its name to Air Transport Group Holdings, Inc. The Company was previously in the business of providing technical advisory and appraisals to the aircraft and aviation business as well as providing sourcing for aircraft leases and parts. Pursuant to a Share Exchange Agreement with WFS Pharmagreen Inc. (“WFS”) on May 2, 2018, the Company changed its name to Pharmagreen Biotech Inc. and changed its principal business to the production of starter plantlets for the North American high CBD hemp and medical cannabis industries through the application of the proprietary plant tissue culture in vitro process called “Chibafreen”. This proprietary process will produce plantlets that will be genetically identical and free of pests and disease free with consistent and certifiable constituent properties. Going Concern These condensed consolidated financial statements have been prepared on the going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. As at June 30, 2021, the Company has not earned any revenues from operations, has a working capital deficit of $1,802,567, and has an accumulated deficit of $10,867,990. During the nine months ended June 30, 2021, the Company incurred a net loss of $3,700,644 and used cash flows for operations of $151,237. In addition, the Company filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Nevada on August 7, 2020. Refer to Note 11. As a result of the voluntary petition, various convertible note holders triggered default provisions on the Company’s outstanding convertible notes. On October 9, 2020, a stay order was lifted by a United States District Judge of the United States District Court for the Southern District of New York, on an action filed by a lender. This effectively removed the Company from its Chapter 11 bankruptcy proceedings and protection. Furthermore, the Company has defaulted on other convertible notes. These factors raise substantial doubt upon the Company’s ability to continue as a going concern. These condensed consolidated financial statements do not reflect any adjustments that may be necessary if the Company is unable to continue as a going concern. The outbreak of the novel coronavirus COVID-19, which was declared a pandemic by the World Health Organization on March 11, 2020, has led to adverse impacts on the U.S. and global economies, disruptions of financial markets, and created uncertainty regarding potential impacts to the Company’s supply chain, operations, and customer demand. The COVID-19 pandemic has impacted and could further impact the Company’s operations and the operations of the Company’s suppliers and vendors as a result of quarantines, facility closures, and travel and logistics restrictions. Specifically, the Company attributes the pandemic to a delay in a planned financing which was to be used for the construction of the biotech complex, resulting in an impairment of the capitalized construction-in-progress at September 30, 2020. The extent to which the COVID-19 pandemic further impacts the Company’s business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity, and impact of the COVID-19 pandemic, the effects of the COVID-19 pandemic on the Company’s customers, suppliers, and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. The management team is closely following the progression of COVID-19 and its impact on the Company. Even after the COVID-19 pandemic has subsided, the Company may continue to experience adverse impacts to its business as a result of any economic recession or depression that has occurred or may occur in the future. Therefore, the Company cannot reasonably estimate the impact at this time our business, liquidity, capital resources, and financial results. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
2. Summary of Significant Accounting Policies | 2. Significant Accounting Policies (a) Interim Financial Statements These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. (b) Basis of Presentation The accompanying condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, WFS Pharmagreen Inc. (“WFS”), and its 89.7% owned subsidiary 1155097 B.C. Ltd. (“115BC”), companies incorporated in British Columbia, Canada. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is September 30. (c) Use of Estimates and Judgments The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of property and equipment, the equity component of convertible notes, fair value of derivative liabilities, fair value of share-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period and in the factors regarding the impairment of the property and equipment. The Company tests property and equipment for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. (d) Recently Adopted Accounting Pronouncements The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Jun. 30, 2021 | |
Accounts Payable and Accrued Liabilities | |
3. Accounts Payable and Accrued Liabilities | 3. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following: June 30, 2021 $ September 30, 2020 $ Accounts payable (Note 7) 550,871 455,310 Accrued interest payable (Notes 4 and 5) 73,590 84,353 624,461 539,663 |
Note and Loan Payable
Note and Loan Payable | 9 Months Ended |
Jun. 30, 2021 | |
Note and Loan Payable | |
4. Note and Loan Payable | 4. Note and Loan Payable (a) On November 22, 2019, the Company entered into a promissory note with an unrelated party for $40,000 in connection with an equity purchase agreement (Refer to Note 11(b)). The promissory note is unsecured, was due on November 30, 2020, and bears interest on the unpaid principal balance at a rate of 10% per annum. At June 30, 2021, the Company has recorded accrued interest payable of $6,404 (September 30, 2020 - $3,421) and the promissory note is in default. On March 10, 2021, this noteholder filed a Notice of Motion for Summary Judgement in Lieu of Complaint (the “Notice”) with the State of New York Supreme Court, County of New York for $40,504 plus interest at the rate of 10% per annum from January 6, 2021 plus costs. On July 31, 2021, the Notice was dismissed without prejudice by the State of New York Supreme Court. (b) On April 22, 2020, the Company received a loan for Cdn$40,000from the Government of Canada under the Canada Emergency Business Account program (“CEBA”). As at June 30, 2021, the balance owing is $32,240 (Cdn$40,000) (September 30, 2020 – $30,028 (Cdn$40,000)). These funds are interest free until December 31, 2022, at which time the remaining balance will convert to a 3-year term loan at an interest rate of 5% per annum. If the Company repays the loan prior to December 31, 2022, there will be loan forgiveness of 25% of the principal balance repaid, up to a maximum of Cdn$10,000. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Jun. 30, 2021 | |
Convertible Notes | |
5. Convertible Notes | 5. Convertible Notes (a) On April 4, 2018, the amount of $32,485 owed to related parties was converted to Series A convertible notes, which are unsecured, non-interest bearing, and due on April 4, 2023. These notes are convertible in whole or in part, at any time until maturity, to common shares of the Company at $0.0001 per share. The outstanding balance remaining at maturity shall bear interest at 12% per annum until fully paid. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 Debt with Conversion and Other Options During the year ended September 30, 2018, the Company issued 31,745,000 shares of common stock upon the conversion of $3,175 of Series A convertible notes, which included 18,000,000 common shares to the President of the Company and 5,320,000 common shares to family members of the President of the Company. Upon conversion, the Company immediately recognized the related remaining debt discount of $3,112 as accretion expense. During the year ended September 30, 2019, the Company issued 3,900,000 shares of common stock upon the conversion of $390 of Series A convertible notes. Upon conversion, the Company immediately recognized the related remaining debt discount of $375 as accretion expense. During the year ended September 30, 2020, the Company issued 18,525,000 shares of common stock upon the conversion of $1,853 of Series A convertible notes. Upon conversion, the Company immediately recognized the related remaining debt discount of $1,670 as accretion expense. As at June 30, 2021, the carrying value of the convertible notes was $6,371 (September 30, 2020 – $3,448) and had an unamortized discount of $20,696 (September 30, 2020 - $23,619). During the nine months ended June 30, 2021, the Company recorded accretion expense of $2,923 (2020 - $1,358). 5 . Convertible Notes (b) On October 1, 2019, the Company entered into a convertible note with an unrelated party for $78,000, of which $3,255 was paid directly to third parties for financing costs, resulting in net proceeds to the Company of $74,745. The note is due on October 1, 2020, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 24% per annum upon default of the note.The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 10-trading day period prior to the issuance date; or (ii) 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging On July 22, 2020, the Company received a preliminary statement of claim from the note holder for failure of the Company to deliver shares of common stock upon receipt of notices of conversion. Pursuant to the claim, the note holder requested receipt of all shares of common stock requested in the notices of conversion, and also damages in an amount to be determined at trial but in any event in excess of principal in the sum of $180,000, including without limitation the balance of any portion of the convertible note that ultimately is not converted into shares of common stock, along with default interest, liquidated damages, and damages as provided for in the convertible note. Upon default, the Company recognized the remaining debt discount of $46,904 as accretion expense. The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $77,500 and a default penalty of $85,864. During the nine months ended June 30, 2021, the Company recorded an additional $253,856 of default penalties. During the nine months ended June 30, 2021, the Company issued 133,226,100 shares of common stock upon the conversion of $417,719 of the convertible note and $11,000 of conversion fees. On March 12, 2021, the Company entered into a settlement agreement with the noteholder. Pursuant to the agreement, the Company was required to honour various conversion notices and the noteholder agreed to waive all principal, interest and penalties incurred. As at March 12, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $163,864) and the fair value of the derivative liability was $nil (September 30, 2020 - $485,863). (c) On October 17, 2019, the Company entered into a convertible note with an unrelated party for $63,000, of which $3,000 was paid directly to third parties for financing costs, resulting in net cash proceeds to the Company of $60,000. The note is due on October 17, 2020, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 22% per annum upon default of the note. The note may be converted at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date. 5. Convertible Notes On June 17, 2020, the Company entered into a settlement agreement with the lender, whereby the Company and the lender agreed on repayment terms for the remaining principal balance of $63,000, and accrued interest owing on the note of $5,775 which was due on September 30, 2020. Upon entering into the settlement agreement, the Company immediately recognized the remaining debt discount of $1,657. On September 30, 2020, the Company failed to meet the repayment terms within the settlement agreement which resulted in a default penalty of $63,000 and the resumption of the convertibility feature at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date. On September 30, 2020, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $3,000 and a default penalty of $63,000. During the nine months ended June 30, 2021, the Company issued 7,730,486 shares of common stock upon the conversion of $126,000 of the convertible note. As at June 30, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $126,000) and the fair value of the derivative liability was $nil (September 30, 2020 - $112,822). (d) On January 2, 2020, the Company entered into a convertible note with an unrelated party for $53,000, of which $3,000 was paid directly to third parties for financing costs, resulting in cash proceeds to the Company of $50,000. The note is due on January 2, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 22% per annum upon default of the note. The note may be converted at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date. On June 17, 2020, the Company entered into a settlement agreement with the lender, whereby the Company and the lender agreed on repayment terms for the remaining principal of $53,000 and accrued interest owing on the note. Upon entering into the settlement agreement, the Company immediately recognized the remaining debt discount of $2,286. Effective September 30, 2020, the Company failed to meet the repayment terms of the settlement agreement and defaulted on the convertible note. On September 30, 2020, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $3,000 and a default penalty of $53,000. During the nine months ended June 30, 2021, the Company issued 16,994,905 shares of common stock upon the conversion of $106,000 of the convertible note. As at June 30, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $106,000) and the fair value of the derivative liability was $nil (September 30, 2020 - $139,702). 5. Convertible Notes (e) On January 14, 2020, the Company entered into a convertible note with an unrelated party for $78,000, of which $3,000 was paid for financing costs, resulting in net proceeds to the Company of $75,000. The note is due on January 14, 2021, and bears interest on the unpaid principal balance at a rate of 12% per annum, which increases to 15% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) 65% of the lowest trading price during the 20-trading day period prior to the issuance date; or (ii) 65% of the lowest trading price during the 20-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $16,447. During the nine months ended June 30, 2021, the Company issued 2,600,000 shares of common stock upon the conversion of $18,923 of the convertible note and $4,500 of conversion fees. On January 14, 2021, the Company failed to repay the note upon maturity and recorded additional default principal of $53,007. As at June 30, 2021, the carrying value of the convertible note was $112,084 (September 30, 2020 - $16,947), net of an unamortized discount of $nil (September 30, 2020 - $61,053), and the fair value of the derivative liability was $170,586 (September 30, 2020 - $110,604). (f) On January 15, 2020, the Company entered into a convertible note with an unrelated party for $61,000, of which $7,400 was paid directly to third parties for financing costs and an original issue discount of $3,000, resulting in proceeds to the Company of $50,600. The note is due on January 15, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, payable in common stock, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal 65% of the lowest trading price during the 20-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $50,100, resulting in a loss on change in fair value of derivative liabilities of $17,746, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $61,000. On July 23, 2020, the Company entered into a settlement agreement with the note holder, wherein the Company and the lender agreed to settle a convertible note and accrued interest for a total of $63,440 on a non-convertible basis, of which $15,000 was payable on or before July 24, 2020 (paid), followed by 6 monthly instalment payments of $8,073. Upon entering into the settlement agreement, the Company immediately recognized the remaining debt discount of $56,566. Effective August 24, 2020, the Company failed to meet the repayment terms and defaulted on the settlement agreement. The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $60,500. During the nine months ended June 30, 2021, the Company issued 3,601,718 shares of common stock upon the conversion of $46,000 of the convertible note, $5,586 of accrued interest and $500 of conversion fees. As at June 30, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $46,000) and the fair value of the derivative liability was $nil (September 30, 2020 - $69,320). 5. Convertible Notes (g) On January 15, 2020, the Company entered into a convertible note with an unrelated party for $55,000, of which $2,500 was paid directly to third parties for financing costs, resulting in proceeds to the Company of $52,500. The note is due on January 15, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 20-trading day period ending on the latest complete trading day prior to the issuance date; or (ii) 65% of the lowest trading price during the 20 consecutive trading day period on which at least 100 shares of common stock were traded prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging, and determined the note and conversion feature qualified as derivatives. The Company classified the conversion feature as a derivative liability at fair value. The initial fair value of the conversion feature was determined to be $61,173. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $52,000, resulting in a loss on change in fair value of derivative liabilities of $9,173, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $55,000. During the year ended September 30, 2020, the Company defaulted on the convertible note which resulted in a default penalty of $27,500 and the amendment of the conversion rate from 65% to 50% of the lowest trading price during the 20 consecutive trading days prior to conversion. The Company recognized the remaining debt discount of $50,767 as accretion expense. The financing costs were netted against the convertible note and were being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $54,500 and a default penalty of $27,500. During the nine months ended June 30, 2021, the Company issued 17,557,925 shares of common stock upon the conversion of $82,500 of the convertible note, $7,693 of accrued interest and $3,000 of conversion fees. As at June 30, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $82,500) and the fair value of the derivative liability was $nil (September 30, 2020 - $146,272). (h) On January 21, 2020, the Company entered into a convertible note with an unrelated party for $66,150, of which $7,800 was paid directly to third parties for financing costs and an original issue discount of $3,150, resulting in proceeds to the Company of $55,200. The note is due on January 21, 2021, and bears interest on the unpaid principal balance at a rate of 8% per annum, payable in common stock, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal 60% of the lowest trading price during the 20-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $54,700, resulting in a loss on change in fair value of derivative liabilities of $16,578, and reduced the carrying value of the convertible note to $500. The carrying value will be accreted over the term of the convertible note up to its face value of $66,150. 5. Convertible Notes The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $13,202. During the nine months ended June 30, 2021, the Company issued 4,431,963 shares of common stock upon the conversion of $66,150of the convertible note and $3,907 of accrued interest. As at June 30, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $13,702), net of an unamortized discount of $nil (September 30, 2020 - $52,448), and the fair value of the derivative liability was $nil (September 30, 2020 - $98,579). (i) On January 22, 2020, the Company entered into a convertible note with an unrelated party for $78,750, of which $9,750 was paid directly to third parties for financing costs, resulting in proceeds to the Company of $69,000. The note is due on January 22, 2021, and bears interest on the unpaid principal balance at a rate of 10% per annum, payable in common stock, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to 65% of the lowest trading price during the 20-trading day period ending on the latest complete trading day prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company defaulted on the convertible note and recognized accretion expense of $78,250. On January 22, 2021, the Company failed to repay the note upon maturity. As at June 30, 2021, the carrying value of the convertible note was $78,750 (September 30, 2020 - $78,750) and the fair value of the derivative liability was $127,715 (September 30, 2020 - $107,660). (j) On February 4, 2020, the Company entered into a convertible note with an unrelated party for $100,000, of which $16,970 was paid directly to third parties for financing costs, resulting in proceeds to the Company of $83,030. The note is due on February 4, 2021, and bears interest on the unpaid principal balance at a rate of 12% per annum, which increases to 24% per annum upon default of the note. The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 10-trading day period ending on the latest complete trading day prior to the issuance date; or (ii) 60% of the average of the two lowest trading prices during the 10-trading day period prior to the conversion date. In connection with the issuance of the above convertible note, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging During the year ended September 30, 2020, the noteholder converted $24,175 of the convertible note for 2,000,000 common shares with a fair value of $180,000 and was issued on October 20, 2020. Upon the notice of conversion, the Company immediately recognized the related remaining debt discount of $23,136 as accretion expense. The financing costs were netted against the convertible note and are being amortized over the term using the effective interest rate method. During the year ended September 30, 2020, the Company recognized accretion expense of $7,854. 5. Convertible Notes During the nine months ended June 30, 2021, the Company issued 41,017,383 shares of common stock upon the conversion of $75,825 of the convertible note, $2,154 of accrued interest and $18,750 of fees. As at June 30, 2021, the carrying value of the convertible note was $nil (September 30, 2020 - $7,314), net of an unamortized discount of $nil (September 30, 2020 - $68,511), and the fair value of the derivative liability was $nil (September 30, 2020 - $110,135). |
Derivative Liabilities
Derivative Liabilities | 9 Months Ended |
Jun. 30, 2021 | |
Derivative Liabilities | |
6. Derivative Liabilities | 6. Derivative Liabilities The embedded conversion option of certain of the Company’s convertible notes described in Note 5 contain a conversion feature that qualifies for embedded derivative classification. The fair value of this liability will be re-measured at the end of every reporting period and the change in fair value will be reported in the statement of operations as a gain or loss on change in fair value of derivative liabilities. The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities: $ Balance, September 30, 2020 1,380,957 Conversion of convertible notes (4,166,076 ) Change in fair value 3,083,420 Balance, June 30, 2021 298,301 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using a binomial model based on various assumptions. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the weighted-average assumptions used in the calculations: Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at June 30, 2021 256 % 0.1 % 0 % 0.5 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions | |
7. Related Party Transactions | 7. Related Party Transactions (a) As at June 30, 2021, the Company owed $548,586 (Cdn$680,628) (September 30, 2020 - $453,697(Cdn$604,366)) to the President of the Company, which is non-interest bearing, unsecured, and due on demand. During the nine months ended June 30, 2021, the Company incurred consulting fees of $72,171 (2020 - $63,044) to the President of the Company. (b) As at June 30, 2021, the Company owed $59,241 (Cdn$73,500) (September 30, 2020 - $55,177 (Cdn$73,500)) to the father of the President of the Company, which is non-interest bearing, unsecured, and due on demand. (c) As at June 30, 2021, the Company owed $27,565 (Cdn$34,200) (September 30, 2020 – $25,674 (Cdn$34,000)) to a company owned by the father of the President of the Company, which is included in accounts payable and accrued liabilities. The amount due is non-interest bearing, unsecured, and due on demand. (d) As at June 30, 2021, the Company owed $431,105 (Cdn$534,870) (September 30, 2020 – $347,229 (Cdn$462,540)) to a company controlled by the Chief Financial Officer of WFS, which is included in accounts payable and accrued liabilities. The amount due is non-interest bearing, unsecured, and due on demand. During the nine months ended June 30, 2021, the Company incurred consulting fees of $72,171 (2020 - $63,044) to the company controlled by the Chief Financial Officer of WFS. (e) On October 14, 2020, the Company issued 10,000 shares of Series A Super Voting Preferred Stock to a director of the Company for proceeds of $10. |
Common Stock
Common Stock | 9 Months Ended |
Jun. 30, 2021 | |
Common Stock | |
8. Common Stock | 8. Common Stock Nine months ended June 30, 2021 (a) In December 2020, the Company issued 5,400,000 units at $0.005 per unit for proceeds of $27,000 in a private placement. Each unit is comprised of one share of common stock and one share purchase warrant exercisable into an additional share of common stock at an exercise price of $0.05 per share for a period of 24 months. (b) Between January 11 to February 16, 2021, the Company issued 16,800,000 units at $0.005 per unit for proceeds of $84,000 in a private placement. Each unit is comprised of one share of common stock and one share purchase warrant exercisable into an additional share of common stock at an exercise price of $0.05 per share for a period of 24 months. (c) On March 1, 2021, the Company issued 611,250 units at $0.01 per unit for proceeds of $6,112 in a private placement. Each unit is comprised of one share of common stock and one share purchase warrant exercisable into an additional share of common stock at an exercise price of $0.05 per share for a period of 24 months. (d) During the nine months ended June 30, 2021, the Company issued 133,226,100 shares of common stock upon the conversion of $417,719 of the convertible note and $11,000 of conversion fees (Note 5(b)). (e) During the nine months ended June 30, 2021, the Company issued 7,730,486 shares of common stock upon the conversion of $126,000 of the convertible note and $3,150 of accrued interest (Note 5(c)). (f) During the nine months ended June 30, 2021, the Company issued 16,994,905 shares of common stock upon the conversion of $106,000 of the convertible note and $2,650 of accrued interest (Note 5(d)). (g) During the nine months ended June 30, 2021, the Company issued 2,600,000 shares of common stock upon the conversion of $18,923 of the convertible note and $4,500 of conversion fees (Note 5(e)). (h) During the nine months ended June 30, 2021, the Company issued 3,601,718 shares of common stock upon the conversion of $46,000 of the convertible note, $5,586 of accrued interest and $500 of conversion fees (Note 5(f)). (i) During the nine months ended June 30, 2021, the Company issued 17,557,925 shares of common stock upon the conversion of $82,500 of the convertible note, $7,693 of accrued interest and $3,000 of conversion fees (Note 5(g)). (j) During the nine months ended June 30, 2021, the Company issued 4,431,963 shares of common stock upon the conversion of $66,150 of the convertible note, $3,907 of accrued interest (Note 5(h)). (k) During the nine months ended June 30, 2021, the Company issued 41,017,383 shares of common stock upon the conversion of $75,825 of the convertible note, $2,154 of accrued interest and $18,750 of fees (Note 5(j)). (l) On November 1, 2020, the Company issued 22,500 shares of common stock with a fair value of $401 for management consulting and strategic business advisory services. (m) On November 26, 2020, the Company issued 45,000 shares of common stock with a fair value of $733 for management consulting and strategic business advisory services. (n) On December 11, 2020, the Company issued 22,500 shares of common stock with a fair value of $221 for management consulting and strategic business advisory services. (o) On February 2, 2021, the Company issued 150,000 shares of common stock with a fair value of $2,700 for management consulting and strategic business advisory services. (p) On March 29, 2021, the Company issued 150,000 shares of common stock with a fair value of $4,620 for management consulting and strategic business advisory services. (q) As at September 30, 2020, the Company received a conversion notice for 2,000,000 shares of common stock with a fair value of $180,000 pursuant to the conversion of $30,750 of a convertible note (see Note 5(j)). The common shares were issued on October 20, 2020. 8. Common Stock Nine months ended June 30, 2021 (continued) (r) On May 14, 2021, the Company issued 611,250 units at $0.01 per unit for proceeds of $6,113 in a private placement. Each unit is comprised of one share of common stock and one share purchase warrant exercisable into an additional share of common stock at an exercise price of $0.05 per share for a period of 24 months. (s) On May 14, 2021, the Company issued 6,350,000 units at $0.01 per unit for proceeds of $63,500. Each unit is comprised of one share of common stock and one share purchase warrant exercisable at $0.05 per share of common stock expiring 24 months from the date of issuance. (t) As at June 30, 2021, the Company agreed to issue 6,750,000 shares of common stock with a fair value of $121,500, which has been included in shares issuable, pursuant to a production agreement (Note 11(d)). |
Preferred Stock
Preferred Stock | 9 Months Ended |
Jun. 30, 2021 | |
Preferred Stock | |
9. Preferred Stock | 9. Preferred Stock On October 13, 2020, the Company filed a certificate of amendment to its articles of incorporation, whereby it increased the authorized capital to 2,000,000,000 shares of common stock with a par value of $0.001 per share and 1,000,000 preferred shares with a par value of $0.001. On October 14, 2020, the Company designated 10,000 preferred shares as Series A Super Voting Preferred Stock. The Series A Super Voting Preferred Stock has the following rights and restrictions: Dividends Liquidation and Redemption Rights Rank Voting Rights Each individual share of Series A Super Voting Preferred Stock shall have the voting rights equal to: · · With respect to all matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series A Super Voting Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or By-laws. 9. Preferred Stock Protective Provisions On October 14, 2020, the Company issued 10,000 shares of Series A Super Voting Preferred Stock to a Director of the Company for proceeds of $10. In connection with the issuance of the Series A Super Voting Preferred Stock, the Company evaluated whether the preferred stock should be classified as a liability based on the guidance under ASC 480, Distinguishing Liabilities from Equity |
Share Purchase Warrants
Share Purchase Warrants | 9 Months Ended |
Jun. 30, 2021 | |
Share Purchase Warrants | |
10. Share Purchase Warrants | 10. Share Purchase Warrants The following table summarizes the continuity of the Company’s share purchase warrants: Number of warrants Weighted average exercise price $ Balance, September 30, 2020 114,286 0.55 Issued 29,772,500 0.05 Balance, June 30, 2021 29,886,786 0.05 As at June 30, 2021, the following share purchase warrants were outstanding: Number of warrants Exercise price Expiry date 114,286 $ 0.55 July 16, 2022 400,000 $ 0.05 December 2, 2022 3,000,000 $ 0.05 December 11, 2022 2,000,000 $ 0.05 December 30, 2022 2,300,000 $ 0.05 January 11, 2023 13,500,000 $ 0.05 January 30, 2023 1,000,000 $ 0.05 February 16, 2023 611,250 $ 0.05 March 1, 2023 6,961,250 $ 0.05 May 14, 2023 29,886,786 |
Commitments
Commitments | 9 Months Ended |
Jun. 30, 2021 | |
Commitments | |
11. Commitments | 11. Commitments (a) Effective December 11, 2017, the Company entered into a binding Letter of Intent (“LOI”) with Alliance Growers Corp. (“Alliance”), whereby the Company will build a new cannabis biotech complex located in Deroche, British Columbia, through their subsidiary, 115BC. On January 25, 2019, the Company’s subsidiaries WFS and 115BC entered into an option agreement with Alliance, which superseded the LOI entered into on December 11, 2017. The option agreement grants an option to Alliance to purchase 10% equity interest in 115BC for Cdn$1,350,000 and previously granted a second option to purchase an additional 20% equity interest in 115BC for funding of 30% of the total construction and equipment costs for the biotech complex less Cdn$1,350,000. On January 25, 2019, 115BC issued 8 shares of common stock to Alliance upon exercise of the first option for consideration of $1,018,182 (Cdn$1,350,008), which was recognized as additional paid-in capital. The second option expired unexercised. As at June 30, 2021, the Company received advances of $60,450 (Cdn$75,000) (September 30, 2020 - $56,303 (Cdn$75,000)) from Alliance, which is unsecured, non-interest bearing, and due on demand. (b) On November 22, 2019, the Company entered into an equity purchase agreement with an unrelated party, whereby the third party is to purchase up to $10,000,000 of the Company’s common stock. The equity purchase agreement is effective for a term of 2 years from the effective date of the registration statement. The purchase price would be 85% of the market price. In return, the Company issued a promissory note of $40,000 (Refer to Note 4(a)). In addition, the third party is required to pay an additional commitment fee of $10,000, of which $5,000 was paid upon signing the term sheet and the remaining $5,000 is due upon completion of the first tranche of the financing. (c) On December 13, 2020, the Company entered into a consulting agreement with a six month term. Pursuant to the agreement, the Company will 75,000 shares of common stock per month in exchange for consulting services. On June 13, 2021, the Company extended the consulting agreement for an additional six month term for the issuance of 117,000 common shares per month. Refer to Note 12(a). (d) Effective May 13, 2021, the Company entered into a production agreement with New to the Street Group LLC. Pursuant to the terms of the agreement, New to the Street Group LLC will provide investor relations and consulting services for a period of six months. Pursuant to the agreement,the Company agreed to pay New to the Street Group LLC $3,500 upon signing, $3,500 per month and 6,750,000 restricted shares of the Company’s common stock. At June 30, 2021, the 6,750,000 restricted shares of common stock have not been issued. (e) Effective May 14, 2021, the Company entered into a Software as a Service Agreement with Novation Solutions Inc. (“DealMaker”) to effect the Company’s planned Regulation A offering, including the set-up of an automated tracking, signing, and reconciliation portal. The Company will pay DealMaker $3,000 upon signing the agreement, $7,000 payable within 30 days of launching the portal, and a post launch monthly fee of $1,000. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2021 | |
Subsequent Events | |
12. Subsequent Events | 12. Subsequent Events (a) On July 13, 2021, the Company issued 702,000 common shares for consulting services. Refer to Note 11(c). (b) Subsequent to the nine months ended June 30, 2021, the Company received common stock subscriptions totaling $56,000 in connection with the proposed issuance of 5,600,000 shares of common stock at $0.01 per unit. Each unit will be comprised of one share of common stock and one share purchase warrant exercisable into an additional share of common stock at an exercise price of $0.05 per share for a period of 24 months. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jun. 30, 2021 | |
Summary of Significant Accounting Policies | |
Interim Financial Statements | These condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. |
Basis of Presentation | The accompanying condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and are expressed in U.S. dollars. These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, WFS Pharmagreen Inc. (“WFS”), and its 89.7% owned subsidiary 1155097 B.C. Ltd. (“115BC”), companies incorporated in British Columbia, Canada. All inter-company accounts and transactions have been eliminated. The Company’s fiscal year-end is September 30. |
Use of Estimates and Judgments | The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of property and equipment, the equity component of convertible notes, fair value of derivative liabilities, fair value of share-based payments, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. The Company applies judgment in the application of the going concern assumption which requires management to take into account all available information about the future, which is at least, but not limited to, 12 months from the end of the reporting period and in the factors regarding the impairment of the property and equipment. The Company tests property and equipment for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value, which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value. |
Recently Adopted Accounting Pronouncements | The Company has implemented all new accounting pronouncements that are in effect and that may impact its condensed consolidated financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Accounts Payable and Accrued Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | June 30, 2021 $ September 30, 2020 $ Accounts payable (Note 7) 550,871 455,310 Accrued interest payable (Notes 4 and 5) 73,590 84,353 624,461 539,663 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Derivative Liabilities | |
Schedule of Derivative Liability | $ Balance, September 30, 2020 1,380,957 Conversion of convertible notes (4,166,076 ) Change in fair value 3,083,420 Balance, June 30, 2021 298,301 |
Schedule of weighted-average assumptions used in the calculations | Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at June 30, 2021 256 % 0.1 % 0 % 0.5 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 9 Months Ended |
Jun. 30, 2021 | |
Share Purchase Warrants | |
Schedule of Share Purchase Warrants | Number of warrants Weighted average exercise price $ Balance, September 30, 2020 114,286 0.55 Issued 29,772,500 0.05 Balance, June 30, 2021 29,886,786 0.05 |
Schedule of Warrants Outstanding | Number of warrants Exercise price Expiry date 114,286 $ 0.55 July 16, 2022 400,000 $ 0.05 December 2, 2022 3,000,000 $ 0.05 December 11, 2022 2,000,000 $ 0.05 December 30, 2022 2,300,000 $ 0.05 January 11, 2023 13,500,000 $ 0.05 January 30, 2023 1,000,000 $ 0.05 February 16, 2023 611,250 $ 0.05 March 1, 2023 6,961,250 $ 0.05 May 14, 2023 29,886,786 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Sep. 30, 2020 | |
Related Party Transactions | |||
Working Capital Deficit | $ 1,802,567 | ||
Accumulated Deficit | 10,867,990 | $ 7,167,346 | |
Net loss | (3,700,644) | ||
Net cash used in operating activities | $ 151,237 | $ 546,552 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Jun. 30, 2021 | Sep. 30, 2020 |
Accounts Payable and Accrued Liabilities | ||
Accounts payable | $ 550,871 | $ 455,310 |
Accrued interest payable | 73,590 | 84,353 |
Accounts Payable and Accrued Liabilities | $ 624,461 | $ 539,663 |
Note and Loan Payable (Details
Note and Loan Payable (Details Narrative) | 9 Months Ended | |||||
Jun. 30, 2021USD ($) | Jun. 30, 2021CAD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021CAD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) | |
Proceeds from loan | $ 0 | $ 29,388 | ||||
Promissory Note Nov. 22, 2019 [Member] | ||||||
Promissory Note with unrelated party | $ 40,000 | |||||
Interest rate | 10 | 10 | ||||
Accured Interest Payable | $ 6,404 | $ 3,421 | ||||
Motion for Summary Judgement, description | On March 10, 2021, this noteholder filed a Notice of Motion for Summary Judgement in Lieu of Complaint (the “Notice”) with the State of New York Supreme Court, County of New York for $40,504 plus interest at the rate of 10% per annum from January 6, 2021 plus costs. On July 31, 2021 | On March 10, 2021, this noteholder filed a Notice of Motion for Summary Judgement in Lieu of Complaint (the “Notice”) with the State of New York Supreme Court, County of New York for $40,504 plus interest at the rate of 10% per annum from January 6, 2021 plus costs. On July 31, 2021 | ||||
Loan Payable April 22, 2020 [Member] | ||||||
Interest rate | 5 | 5 | ||||
Proceeds from loan | $ 40,000 | |||||
Loans payable | $ 32,240 | $ 30,028 | ||||
Loan forgiveness description | If the Company repays the loan prior to December 31, 2022, there will be loan forgiveness of 25% of the principal balance repaid, up to a maximum of Cdn$10,000 | If the Company repays the loan prior to December 31, 2022, there will be loan forgiveness of 25% of the principal balance repaid, up to a maximum of Cdn$10,000 | ||||
Loan Payable April 22, 2020 [Member] | CANADA | ||||||
Loans payable | $ 40,000 | $ 40,000 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | Jan. 02, 2020 | Apr. 04, 2018 | Sep. 30, 2020 | Jul. 24, 2020 | Jul. 22, 2020 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 12, 2021 | Jan. 14, 2021 | Oct. 20, 2020 | Oct. 13, 2020 |
Carrying value of convertible notes | $ 3,448 | $ 6,371 | $ 3,448 | ||||||||||
Unamortized discount | 20,696 | $ 23,619 | |||||||||||
Principal amount converted into common stock | $ 180,000 | $ (4,166,076) | |||||||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Settlement Agreement with Noteholder [Member] | |||||||||||||
Carrying value of convertible notes | $ 163,864 | $ 163,864 | $ 0 | ||||||||||
Fair value of the derivative liability | 485,863 | 485,863 | $ 0 | ||||||||||
June 17, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 106,000 | 106,000 | |||||||||||
Unamortized discount | $ 2,286 | ||||||||||||
Remaining value of convertible notes | 53,000 | ||||||||||||
Default penalty | 53,000 | ||||||||||||
Beneficial conversion feature | 139,702 | ||||||||||||
Accretion Expense | $ 3,000 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 16,994,905 | ||||||||||||
Convertible notes | $ 106,000 | ||||||||||||
Fair value of the derivative liability | 139,702 | 139,702 | |||||||||||
Convertible Note [Member] | |||||||||||||
Beneficial conversion feature | $ 32,485 | ||||||||||||
Due date of note | April 4, 2023 | ||||||||||||
Rate of interest | 12% | ||||||||||||
Face value of convertible notes | $ 32,485 | ||||||||||||
Amount Owed to Related Party | $ 32,485 | ||||||||||||
Common Stock, Par Value | $ 0.0001 | ||||||||||||
Convertible Note [Member] | June 17, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 126,000 | 126,000 | |||||||||||
Unamortized discount | 1,657 | ||||||||||||
Remaining value of convertible notes | $ 63,000 | ||||||||||||
Accrued interest | 5,775 | 5,775 | |||||||||||
Default penalty | $ 63,000 | ||||||||||||
Description of conversion of convertible notes | the convertibility feature at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 112,822 | ||||||||||||
Accretion Expense | 3,000 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 7,730,486 | ||||||||||||
Convertible notes | $ 126,000 | ||||||||||||
Fair value of the derivative liability | 112,822 | 112,822 | |||||||||||
Convertible Note [Member] | July 23, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 46,000 | 46,000 | |||||||||||
Unamortized discount | $ 56,566 | ||||||||||||
Principal amount converted into common stock | 46,000 | ||||||||||||
Accrued interest | $ 5,586 | ||||||||||||
Accretion Expense | 60,500 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 3,601,718 | ||||||||||||
Convertible notes | $ 15,000 | $ 63,440 | |||||||||||
Fair value of the derivative liability | 69,320 | 69,320 | |||||||||||
Conversion fees | 500 | ||||||||||||
Number of payment installments | 6 monthly instalment | ||||||||||||
Monthly payment of convertible debt | $ 8,073 | ||||||||||||
Convertible Note [Member] | April 4, 2018 [Member] | |||||||||||||
Accretion Expense | $ 46,904 | 2,923 | 1,358 | ||||||||||
Convertible Note [Member] | July 22, 2020 [Member] | |||||||||||||
Default penalty | $ 253,856 | 85,864 | |||||||||||
Accretion Expense | 77,500 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 133,226,100 | ||||||||||||
Convertible notes | 417,719 | 417,719 | |||||||||||
Conversion fees | $ 11,000 | ||||||||||||
Unrelated party [Member] | January 2, 2020 [Member] | |||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date | ||||||||||||
Convertible notes | 53,000 | 53,000 | |||||||||||
Directly paid to third party for financing | 3,000 | 3,000 | |||||||||||
Proceeds from convertible debt | $ 50,000 | ||||||||||||
Due date of note | January 2, 2021 | ||||||||||||
Rate of interest | 10% | ||||||||||||
Rate of interest on unpaid balance after default of note | 22% | ||||||||||||
Unrelated party [Member] | January 14, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 16,947 | 112,084 | 16,947 | ||||||||||
Unamortized discount | 61,053 | ||||||||||||
Principal amount converted into common stock | $ 18,923 | ||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) 65% of the lowest trading price during the 20-trading day period prior to the issuance date; or (ii) 65% of the lowest trading price during the 20-trading day period prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 76,330 | ||||||||||||
Accretion Expense | 16,447 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 2,600,000 | ||||||||||||
Convertible notes | $ 78,000 | ||||||||||||
Fair value of the derivative liability | 110,604 | 170,586 | 110,604 | ||||||||||
Proceeds from convertible debt | $ 75,000 | ||||||||||||
Due date of note | January 14, 2021 | ||||||||||||
Rate of interest | 12% | ||||||||||||
Rate of interest on unpaid balance after default of note | 15% | ||||||||||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 74,500 | ||||||||||||
Loss on change in fair value of derivative | 1,830 | ||||||||||||
Face value of convertible notes | 78,000 | ||||||||||||
Financing cost of convertible note | 3,000 | ||||||||||||
Conversion fees | 4,500 | ||||||||||||
Principal default of convertible note | $ 53,007 | ||||||||||||
Unrelated party [Member] | January 15, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | $ 500 | ||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal 65% of the lowest trading price during the 20-trading day period prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 67,846 | ||||||||||||
Convertible notes | 61,000 | ||||||||||||
Proceeds from convertible debt | $ 50,600 | ||||||||||||
Due date of note | January 15, 2021 | ||||||||||||
Rate of interest | 10% | ||||||||||||
Rate of interest on unpaid balance after default of note | 24% | ||||||||||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 50,100 | ||||||||||||
Loss on change in fair value of derivative | 17,746 | ||||||||||||
Face value of convertible notes | 61,000 | ||||||||||||
Financing cost of convertible note | 7,400 | ||||||||||||
Original issuance discount on notes | 3,000 | ||||||||||||
Unrelated party [Member] | January 15, 2020 [Member] | Convertible note 2 [Member] | |||||||||||||
Carrying value of convertible notes | 82,500 | ||||||||||||
Unamortized discount | 50,767 | ||||||||||||
Principal amount converted into common stock | 82,500 | ||||||||||||
Accrued interest | $ 7,693 | ||||||||||||
Default penalty | $ 27,500 | ||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 20-trading day period ending on the latest complete trading day prior to the issuance date; or (ii) 65% of the lowest trading price during the 20 consecutive trading day period on which at least 100 shares of common stock were traded prior to the conversion date | the conversion rate from 65% to 50% of the lowest trading price during the 20 consecutive trading days prior to conversion | |||||||||||
Beneficial conversion feature | $ 61,173 | ||||||||||||
Accretion Expense | $ 54,500 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 17,557,925 | ||||||||||||
Convertible notes | $ 55,000 | ||||||||||||
Fair value of the derivative liability | 146,272 | 146,272 | |||||||||||
Directly paid to third party for financing | 2,500 | ||||||||||||
Proceeds from convertible debt | $ 52,500 | ||||||||||||
Due date of note | January 15, 2021 | ||||||||||||
Rate of interest | 10% | ||||||||||||
Rate of interest on unpaid balance after default of note | 24% | ||||||||||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 52,000 | ||||||||||||
Loss on change in fair value of derivative | 9,173 | ||||||||||||
Face value of convertible notes | 55,000 | ||||||||||||
Conversion fees | 3,000 | ||||||||||||
Unrelated party [Member] | January 21, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 13,702 | 500 | 13,702 | ||||||||||
Unamortized discount | 52,448 | ||||||||||||
Principal amount converted into common stock | 66,150 | ||||||||||||
Accrued interest | $ 3,907 | ||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal 60% of the lowest trading price during the 20-trading day period prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 71,278 | ||||||||||||
Accretion Expense | 13,202 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 4,431,963 | ||||||||||||
Convertible notes | $ 66,150 | ||||||||||||
Fair value of the derivative liability | 98,579 | 98,579 | |||||||||||
Directly paid to third party for financing | 3,150 | ||||||||||||
Proceeds from convertible debt | $ 55,200 | ||||||||||||
Due date of note | January 21, 2021 | ||||||||||||
Rate of interest | 8% | ||||||||||||
Rate of interest on unpaid balance after default of note | 24% | ||||||||||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 54,700 | ||||||||||||
Loss on change in fair value of derivative | 16,578 | ||||||||||||
Face value of convertible notes | 66,150 | ||||||||||||
Unrelated party [Member] | January 22, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 78,750 | $ 78,750 | 78,750 | ||||||||||
Description of conversion of convertible notes | The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to 65% of the lowest trading price during the 20-trading day period ending on the latest complete trading day prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 75,179 | ||||||||||||
Accretion Expense | 78,250 | ||||||||||||
Convertible notes | 78,750 | ||||||||||||
Fair value of the derivative liability | 107,660 | 127,715 | 107,660 | ||||||||||
Directly paid to third party for financing | 9,750 | ||||||||||||
Proceeds from convertible debt | $ 69,000 | ||||||||||||
Due date of note | January 22, 2021 | ||||||||||||
Rate of interest | 10% | ||||||||||||
Rate of interest on unpaid balance after default of note | 24% | ||||||||||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 68,500 | ||||||||||||
Loss on change in fair value of derivative | 6,679 | ||||||||||||
Face value of convertible notes | 78,750 | ||||||||||||
Unrelated party [Member] | February 4, 2020 [Member] | |||||||||||||
Carrying value of convertible notes | 7,314 | 500 | 7,314 | ||||||||||
Unamortized discount | 68,511 | 23,136 | |||||||||||
Principal amount converted into common stock | 75,825 | 24,175 | |||||||||||
Accrued interest | $ 2,154 | ||||||||||||
Description of conversion of convertible notes | (i) the lowest trading price during the 10-trading day period ending on the latest complete trading day prior to the issuance date; or (ii) 60% of the average of the two lowest trading prices during the 10-trading day period prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 41,017,383 | ||||||||||||
Accretion Expense | $ 7,854 | ||||||||||||
Common stock, shares issued upon conversion of convertible shares | 2,000,000 | ||||||||||||
Convertible notes | 100,000 | ||||||||||||
Fair value of the derivative liability | 110,135 | $ 110,135 | |||||||||||
Directly paid to third party for financing | 16,970 | ||||||||||||
Proceeds from convertible debt | $ 83,030 | ||||||||||||
Due date of note | February 4, 2021 | ||||||||||||
Rate of interest | 12% | ||||||||||||
Rate of interest on unpaid balance after default of note | 24% | ||||||||||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 82,530 | ||||||||||||
Loss on change in fair value of derivative | 43,110 | ||||||||||||
Face value of convertible notes | 100,000 | ||||||||||||
Conversion fees | 18,750 | ||||||||||||
Fair value of convertible notes | $ 180,000 | ||||||||||||
Unrelated party [Member] | October 1, 2019 [Member] | |||||||||||||
Carrying value of convertible notes | $ 500 | ||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after the date of issuance into shares of Company’s common stock at a conversion price equal to lower of: (i) the lowest trading price during the 10-trading day period prior to the issuance date; or (ii) 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date | ||||||||||||
Beneficial conversion feature | $ 74,245 | ||||||||||||
Convertible notes | 78,000 | ||||||||||||
Proceeds from convertible debt | $ 74,745 | ||||||||||||
Due date of note | October 1, 2020 | ||||||||||||
Rate of interest | 10% | ||||||||||||
Rate of interest on unpaid balance after default of note | 24% | ||||||||||||
Face value of convertible notes | $ 78,000 | ||||||||||||
Fair value of convertible notes | $ 70,744 | ||||||||||||
Unrelated party [Member] | October 17, 2019 [Member] | |||||||||||||
Description of conversion of convertible notes | The note may be converted at any time after 180 days of the date of issuance into shares of Company’s common stock at a conversion price equal to 61% of the average 2 lowest trading prices during the 10-trading day period prior to the conversion date | ||||||||||||
Convertible notes | $ 63,000 | ||||||||||||
Directly paid to third party for financing | 3,255 | ||||||||||||
Proceeds from convertible debt | $ 60,000 | ||||||||||||
Due date of note | October 17, 2020 | ||||||||||||
Rate of interest | 10% | ||||||||||||
Rate of interest on unpaid balance after default of note | 22% | ||||||||||||
Series A Convertile Notes [Member] | |||||||||||||
Accretion Expense | $ 1,670 | $ 375 | $ 3,112 | ||||||||||
Common stock, shares issued upon conversion of convertible shares | 18,525,000 | 3,900,000 | 31,745,000 | ||||||||||
Convertible notes | $ 1,853 | $ 1,853 | $ 390 | $ 3,175 | |||||||||
Series A Convertile Notes [Member] | President | |||||||||||||
Common stock, shares issued upon conversion of convertible shares | 18,000,000 | ||||||||||||
Series A Convertile Notes [Member] | Family Member of President [Member] | |||||||||||||
Common stock, shares issued upon conversion of convertible shares | 5,320,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 1 Months Ended | 9 Months Ended |
Jul. 22, 2020 | Jun. 30, 2021 | |
Derivative Liabilities | ||
Derivative Liability | $ 1,380,957 | |
Conversion of convertible notes | $ 180,000 | (4,166,076) |
Change in fair value | 3,083,420 | |
Derivative Liability | $ 298,301 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - Derivative Liability [Member] | 9 Months Ended |
Jun. 30, 2021 | |
Expected volatility | 256 |
Risk-free interest rate | 0.1 |
Expected dividend yield | 0 |
Expected life | 0.5 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | Oct. 14, 2020USD ($)shares | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021CAD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) |
Due to Related Parties | $ 607,827 | $ 508,874 | ||||
President [Member] | ||||||
Due to Related Parties | 548,586 | 453,697 | ||||
Consulting Fees | 72,171 | $ 63,044 | ||||
Chief Financial Officer [Member] | ||||||
Due to Related Parties | 431,105 | 347,229 | ||||
Consulting Fees | 72,171 | $ 63,044 | ||||
Father of President [Member] | ||||||
Due to Related Parties | 59,241 | 55,177 | ||||
Company Owned By The Father Of President [Member] | ||||||
Due to Related Parties | 27,565 | $ 25,674 | ||||
Director [Member] | ||||||
Issuance of Series A Super Voting Preferred Stock | shares | 10,000 | |||||
Proceeds from Issuance of Series A Super Voting Preferred Stock | $ 10 | |||||
CANADA | ||||||
Due to Related Parties | $ 680,628 | $ 604,366 | ||||
Consulting Fees | $ 453,697 | |||||
CANADA | Chief Financial Officer [Member] | ||||||
Due to Related Parties | 534,870 | 462,540 | ||||
CANADA | Father Of President [Member] | ||||||
Due to Related Parties | 73,500 | 73,500 | ||||
CANADA | Company Owned By The Father of President [Member] | ||||||
Due to Related Parties | $ 34,200 | $ 34,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | May 14, 2021 | Mar. 01, 2021 | Jan. 11, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Debt instrument converted amount | $ 30,750 | ||||||
Debt instrument converted amount, shares issued | 2,000,000 | ||||||
Fair value of converted shares | $ 180,000 | ||||||
Common stock shares issued | 6,750,000 | ||||||
Proceeds from issuance of common stock | $ 121,500 | $ 186,725 | $ 0 | ||||
Common stock shares issued price per share | $ 0.01 | ||||||
Common stock shares issued for services, amount | $ 130,175 | $ 0 | |||||
Private Placement [Member] | |||||||
Common stock shares issued | 611,250 | 611,250 | 16,800,000 | 5,400,000 | |||
Proceeds from issuance of common stock | $ 6,113 | $ 6,112 | $ 84,000 | $ 27,000 | |||
Exercise price | $ 0.05 | ||||||
Common stock shares issued price per share | $ 0.01 | $ 0.01 | $ 0.005 | $ 0.005 | |||
May 14, 2021 [Member] | |||||||
Common stock shares issued | 6,350,000 | ||||||
Proceeds from issuance of common stock | $ 63,500 | ||||||
Exercise price | $ 0.05 | ||||||
Common stock shares issued price per share | $ 0.01 | ||||||
November 1, 2020 [Member] | |||||||
Common stock shares issued for services, shares | 22,500 | ||||||
Common stock shares issued for services, amount | $ 401 | ||||||
November 26, 2020 [Member] | |||||||
Common stock shares issued for services, shares | 45,000 | ||||||
Common stock shares issued for services, amount | $ 733 | ||||||
December 11, 2020 [Member] | |||||||
Common stock shares issued for services, shares | 22,500 | ||||||
Common stock shares issued for services, amount | $ 221 | ||||||
February 2, 2021 [Member] | |||||||
Common stock shares issued for services, shares | 150,000 | ||||||
Common stock shares issued for services, amount | $ 2,700 | ||||||
March 29, 2021 [Member] | |||||||
Common stock shares issued for services, shares | 150,000 | ||||||
Common stock shares issued for services, amount | $ 4,620 | ||||||
Convertible Notes Payable [Member] | |||||||
Debt instrument converted amount | $ 417,719 | ||||||
Debt instrument converted amount, shares issued | 133,226,100 | ||||||
Debt conversion fee | $ 11,000 | ||||||
Convertible Notes Payable Two [Member] | |||||||
Debt instrument converted amount | $ 106,000 | ||||||
Debt instrument converted amount, shares issued | 16,994,905 | ||||||
Debt instrument accrued interest converted amount | $ 2,650 | ||||||
Convertible Notes Payable One [Member] | |||||||
Debt instrument converted amount | $ 126,000 | ||||||
Debt instrument converted amount, shares issued | 7,730,486 | ||||||
Debt instrument accrued interest converted amount | $ 3,150 | ||||||
Convertible Notes Payable Three [Member] | |||||||
Debt instrument converted amount | $ 18,923 | ||||||
Debt instrument converted amount, shares issued | 2,600,000 | ||||||
Debt conversion fee | $ 4,500 | ||||||
Convertible Notes Payable Four [Member] | |||||||
Debt instrument converted amount | $ 46,000 | ||||||
Debt instrument converted amount, shares issued | 3,601,718 | ||||||
Debt conversion fee | $ 500 | ||||||
Debt instrument accrued interest converted amount | 5,586 | ||||||
Convertible Notes Payable Five [Member] | |||||||
Debt instrument converted amount | $ 82,500 | ||||||
Debt instrument converted amount, shares issued | 17,557,925 | ||||||
Debt conversion fee | $ 3,000 | ||||||
Debt instrument accrued interest converted amount | 7,693 | ||||||
Convertible Notes Payable Six [Member] | |||||||
Debt instrument converted amount | $ 66,150 | ||||||
Debt instrument converted amount, shares issued | 4,431,963 | ||||||
Debt instrument accrued interest converted amount | $ 3,907 | ||||||
Convertible Notes Payable Seven [Member] | |||||||
Debt instrument converted amount | $ 75,825 | ||||||
Debt instrument converted amount, shares issued | 41,017,383 | ||||||
Debt conversion fee | $ 18,750 | ||||||
Debt instrument accrued interest converted amount | $ 2,154 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Oct. 14, 2020 | Jun. 30, 2021 | Oct. 13, 2020 | Sep. 30, 2020 |
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Series A Super Voting Preferred Stock | 10,000 | |||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | |
Director [Member] | ||||
Issuance of Series A Super Voting Preferred Stock | 10,000 | |||
Proceeds from Issuance of Series A Super Voting Preferred Stock | $ 10 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - Warrant [Member] | 9 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Beginning Balance | shares | 114,286 |
Issued | shares | 29,772,500 |
Ending Balance | shares | 29,886,786 |
Weighted average exercise price, beginning | $ / shares | $ 0.55 |
Weighted average exercise price, issued | $ / shares | 0.05 |
Weighted average exercise price, ending | $ / shares | $ 0.05 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) | 9 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Number of warrants | 29,886,786 |
Warrant One [Member] | |
Number of warrants | 114,286 |
Exercise price | $ / shares | $ 0.55 |
Expiry date | July 16, 2022 |
Warrant Four [Member] | |
Number of warrants | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | December 30, 2022 |
Warrant Five [Member] | |
Number of warrants | 2,300,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 11, 2023 |
Warrant Six [Member] | |
Number of warrants | 13,500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 30, 2023 |
Warrant Seven [Member] | |
Number of warrants | 1,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | February 16, 2023 |
Warrant Eight [Member] | |
Number of warrants | 611,250 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | March 1, 2 |
Warrant Nine [Member] | |
Number of warrants | 6,961,250 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 14, 2023 |
Warrant Two [Member] | |
Number of warrants | 400,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | December 2, 2022 |
Warrant Three [Member] | |
Number of warrants | 3,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | December 11, 2022 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Jun. 13, 2021shares | May 14, 2021 | May 13, 2021 | Jan. 25, 2019USD ($)shares | Jan. 25, 2019CAD ($)shares | Nov. 22, 2019shares | Jun. 30, 2021USD ($)shares | Jun. 30, 2021CAD ($)shares | Dec. 13, 2020shares | Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) |
Common stock shares issued for consulting services | shares | 702,000 | 75,000 | |||||||||
New to the Street Group LLC [Member] | |||||||||||
Production agreement fee payable description | the Company agreed to pay New to the Street Group LLC $3,500 upon signing, $3,500 per month and 6,750,000 restricted shares of the Company’s common stock. At June 30, 2021, the 6,750,000 restricted shares of common stock have not been issued. | ||||||||||
Restricted shares, unissued | shares | 6,750,000 | 6,750,000 | |||||||||
Novation Solutions Inc [Member] | |||||||||||
Service agreement fee payable description | The Company will pay DealMaker $3,000 upon signing the agreement, $7,000 payable within 30 days of launching the portal, and a post launch monthly fee of $1,000 | ||||||||||
Alliance Growers Corp. [Member] | |||||||||||
Advances from Alliance Growers Corp | $ 60,450 | $ 56,303 | |||||||||
Common Stock Issued upon exercise of the option, value | $ 1,018,182 | ||||||||||
Option agreement grants | The option agreement grants an option to Alliance to purchase 10% equity interest in 115BC for Cdn$1,350,000 and previously granted a second option to purchase an additional 20% equity interest in 115BC for funding of 30% of the total construction and equipment costs for the biotech complex less Cdn$1,350,000. | The option agreement grants an option to Alliance to purchase 10% equity interest in 115BC for Cdn$1,350,000 and previously granted a second option to purchase an additional 20% equity interest in 115BC for funding of 30% of the total construction and equipment costs for the biotech complex less Cdn$1,350,000. | |||||||||
Common Stock Issued upon exercise of the option (in Shares) | shares | 8 | 8 | |||||||||
Alliance Growers Corp. [Member] | CANADA | |||||||||||
Advances from Alliance Growers Corp | $ 75,000 | $ 75,000 | |||||||||
Common Stock Issued upon exercise of the option, value | $ 1,350,008 | ||||||||||
Consulting Agreement [Member] | |||||||||||
Agreement descriptions | the Company extended the consulting agreement for an additional six month term for the issuance of 117,000 common shares per month. | ||||||||||
Equity Purchase Agreement [Member] | |||||||||||
Promissory Note with unrelated party | $ 40,000 | ||||||||||
Maximun shares purchase under agreement | shares | 10,000,000 | ||||||||||
Purchase price description | The purchase price would be 85% of the market price | ||||||||||
Additional commitment fee description | the third party is required to pay an additional commitment fee of $10,000, of which $5,000 was paid upon signing the term sheet and the remaining $5,000 is due upon completion of the first tranche of the financing. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | ||
Jun. 30, 2021 | Jun. 13, 2021 | Dec. 13, 2020 | |
Subsequent Events | |||
Common stock shares issued for consulting services | 702,000 | 75,000 | |
Common stock subscriptions | $ 56,000 | ||
Common stock shares issued for subscription | 5,600,000 | ||
Common stock price per share | $ 0.01 | ||
Warrant exercisable description | Each unit will be comprised of one share of common stock and one share purchase warrant exercisable into an additional share of common stock at an exercise price of $0.05 per share for a period of 24 months |