Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2022 | May 16, 2022 | |
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 | Mar. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | true | |
Entity Common Stock Shares Outstanding | 404,221,269 | |
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 | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Current assets | ||
Cash | $ 3,045 | $ 25,300 |
Amounts receivable | 70 | 290 |
Prepaid expenses and deposits (Notes 11 and 12) | 195,288 | 347,491 |
Total assets | 198,403 | 373,081 |
Current liabilities | ||
Accounts payable and accrued liabilities (Notes 3 and 7) | 721,228 | 659,437 |
Advances from Alliance Growers Corp. (Note 12(a)) | 60,055 | 59,122 |
Loans payable (Note 4) | 40,000 | 40,000 |
Convertible notes - current portion, net of unamortized discount of $14,282 and $nil, respectively (Note 5) | 206,552 | 190,834 |
Derivative liabilities (Notes 5 and 6) | 816,657 | 472,003 |
Due to related parties (Note 7) | 712,535 | 605,019 |
Total current liabilities | 2,557,027 | 2,026,415 |
Loans Payable ( Note 4) | 32,029 | 31,532 |
Convertible notes, net of unamortized discount of $15,271 and $19,233, respectively (Note 5) | 11,797 | 7,834 |
Total liabilities | 2,600,853 | 2,065,781 |
Stockholders' deficit | ||
Preferred stock Authorized: 1,000,000 shares, $0.001 par value; 10,000 shares issued and outstanding | 10 | 10 |
Common stock Authorized: 2,000,000,000 shares, $0.001 par value; 397,221,269 and 381,171,269 shares issued and outstanding, respectively (Note 8) | 397,221 | 381,171 |
Additional paid-in capital (Note 8) | 9,991,722 | 9,680,572 |
Accumulated other comprehensive loss | (28,311) | (8,378) |
Deficit | (12,716,434) | (11,699,417) |
Total Pharmagreen Biotech Inc. stockholders' deficit | (2,355,792) | (1,646,042) |
Non-controlling interest | (46,658) | (46,658) |
Total stockholders' deficit | (2,402,450) | (1,692,700) |
Total liabilities and stockholders' deficit | $ 198,403 | $ 373,081 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Condensed Consolidated Balance Sheets | ||
Convertible Notes, Unamortized Discount, Current | $ 14,282 | $ 0 |
Convertible Notes, Unamortized Discount, Noncurrent | $ 15,271 | $ 19,233 |
Preferred Stock, Par Value | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 10,000 | 10,000 |
Preferred Stock, Shares Outstanding | 10,000 | 10,000 |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 |
Common Stock, Shares Issued | 397,221,269 | 381,171,269 |
Common Stock, Shares Outstanding | 397,221,269 | 381,171,269 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | |
Expenses | ||||
Consulting fees (Note 7) | $ 424,363 | $ 56,053 | $ 563,891 | $ 106,193 |
Foreign exchange loss | (3,657) | (2,801) | (3,081) | (13,907) |
General and administrative | 20,904 | 19,248 | 48,117 | 43,660 |
Professional fees | 12,115 | 59,451 | 43,574 | 92,959 |
Salaries and wages | 5,135 | 4,998 | 10,019 | 9,668 |
Total expenses | 458,860 | 136,949 | 662,520 | 238,573 |
Net loss before other income (expenses) | (458,860) | (136,949) | (662,520) | (238,573) |
Other income (expense) | ||||
Accretion of discount on convertible notes (Note 5) | (2,893) | (13,246) | (4,692) | (85,622) |
Interest and finance costs (Note 4 and 5) | (10,071) | (626,807) | (20,162) | (663,037) |
Loss on change in fair value of derivative liabilities (Note 6) | (563,917) | (2,509,926) | (329,643) | (3,184,838) |
Gain on settlement on convertible notes | 0 | 145,494 | 0 | 613,526 |
Total other income (expense) | (576,881) | (3,004,485) | (354,497) | (3,319,971) |
Net loss | (1,035,741) | (3,141,434) | (1,017,017) | (3,558,544) |
Less: net loss attributable to non-controlling interest | 0 | 44 | 0 | 45 |
Net loss attributable to Pharmagreen Biotech Inc. | (1,035,741) | (3,141,390) | (1,017,017) | (3,558,499) |
Comprehensive loss | ||||
Foreign currency translation loss | (17,470) | (12,744) | (19,933) | (55,199) |
Comprehensive loss attributable to Pharmagreen Biotech Inc. | $ (1,053,211) | $ (3,154,134) | $ (1,036,950) | $ (3,613,698) |
Basic and diluted loss per share attributable to Pharmagreen Biotech Inc. stockholders | $ 0 | $ (0.01) | $ 0 | $ (0.02) |
Weighted average number of shares outstanding used in the calculation of net loss per share attributable to Pharmagreen Biotech Inc. | 394,410,713 | 307,043,543 | 389,278,687 | 231,249,242 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) | Total | Common Stock | Preferred Stock | Common Stock Issuable | Additional Paid-In Capital | Accumulated other comprehensive income (loss) | Deficit | Noncontrolling Interest |
Balance, shares at Sep. 30, 2020 | 95,806,289 | |||||||
Balance, amount at Sep. 30, 2020 | $ (2,934,105) | $ 95,806 | $ 0 | $ 180,000 | $ 3,967,261 | $ 36,679 | $ (7,167,346) | $ (46,505) |
Issuance of units for cash, shares | 5,400,000 | |||||||
Issuance of units for cash, amount | 27,000 | $ 5,400 | $ 0 | 0 | 21,600 | 0 | 0 | 0 |
Issuance of preferred shares for cash, shares | 10,000 | |||||||
Issuance of preferred shares for cash, amount | 10 | $ 0 | $ 10 | 0 | 0 | 0 | 0 | 0 |
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 | $ 144,316 | 0 | (180,000) | 1,647,737 | 0 | 0 | 0 |
Issuance of common stock for services, shares | 90,000 | |||||||
Issuance of common stock for services, amount | 1,355 | $ 90 | 0 | 0 | 1,265 | 0 | 0 | 0 |
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) |
Balance, amount at Dec. 31, 2020 | (1,753,252) | $ 245,612 | $ 10 | 0 | 5,637,863 | (5,776) | (7,584,455) | (46,506) |
Balance, shares at Dec. 31, 2020 | 245,611,669 | 10,000 | ||||||
Balance, shares at Sep. 30, 2020 | 95,806,289 | |||||||
Balance, amount at Sep. 30, 2020 | (2,934,105) | $ 95,806 | $ 0 | 180,000 | 3,967,261 | 36,679 | (7,167,346) | (46,505) |
Issuance of common stock for services, amount | 8,675 | |||||||
Net loss for the period | (3,558,544) | |||||||
Balance, amount at Mar. 31, 2021 | (1,870,668) | $ 348,168 | $ 10 | 6,113 | 8,565,956 | (18,520) | (10,725,845) | (46,550) |
Balance, shares at Mar. 31, 2021 | 348,168,019 | 10,000 | ||||||
Balance, shares at Dec. 31, 2020 | 245,611,669 | 10,000 | ||||||
Balance, amount at Dec. 31, 2020 | (1,753,252) | $ 245,612 | $ 10 | 0 | 5,637,863 | (5,776) | (7,584,455) | (46,506) |
Issuance of units for cash, shares | 17,411,250 | |||||||
Issuance of units for cash, amount | 96,225 | $ 17,411 | 0 | 6,113 | 72,701 | 0 | 0 | 0 |
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 | $ 84,845 | 0 | 0 | 2,848,372 | 0 | 0 | 0 |
Issuance of common stock for services, shares | 300,000 | |||||||
Issuance of common stock for services, amount | 7,320 | $ 300 | 0 | 0 | 7,020 | 0 | 0 | 0 |
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) |
Balance, amount at Mar. 31, 2021 | (1,870,668) | $ 348,168 | $ 10 | 6,113 | 8,565,956 | (18,520) | (10,725,845) | (46,550) |
Balance, shares at Mar. 31, 2021 | 348,168,019 | 10,000 | ||||||
Balance, shares at Sep. 30, 2021 | 381,171,269 | 10,000 | ||||||
Balance, amount at Sep. 30, 2021 | (1,692,700) | $ 381,171 | $ 10 | 0 | 9,680,572 | (8,378) | (11,699,417) | (46,658) |
Issuance of units for cash, shares | 4,000,000 | |||||||
Foreign currency translation loss | (2,463) | $ 0 | 0 | 0 | 0 | (2,463) | 0 | 0 |
Net loss for the period | 18,724 | 0 | 0 | 0 | 0 | 0 | 18,724 | 0 |
Issuance of shares for cash, net of issuance costs, amount | 92,000 | 4,000 | 0 | 0 | 88,000 | 0 | 0 | 0 |
Balance, amount at Dec. 31, 2021 | (1,584,439) | $ 385,171 | $ 10 | 0 | 9,768,572 | (10,841) | (11,680,693) | (46,658) |
Balance, shares at Dec. 31, 2021 | 385,171,269 | 10,000 | ||||||
Balance, shares at Sep. 30, 2021 | 381,171,269 | 10,000 | ||||||
Balance, amount at Sep. 30, 2021 | (1,692,700) | $ 381,171 | $ 10 | 0 | 9,680,572 | (8,378) | (11,699,417) | (46,658) |
Issuance of common stock for services, amount | 208,700 | |||||||
Net loss for the period | (1,017,017) | |||||||
Balance, amount at Mar. 31, 2022 | (2,402,450) | $ 397,221 | $ 10 | 0 | 9,991,722 | (28,311) | (12,716,434) | (46,658) |
Balance, shares at Mar. 31, 2022 | 397,221,269 | 10,000 | ||||||
Balance, shares at Dec. 31, 2021 | 385,171,269 | 10,000 | ||||||
Balance, amount at Dec. 31, 2021 | (1,584,439) | $ 385,171 | $ 10 | 0 | 9,768,572 | (10,841) | (11,680,693) | (46,658) |
Issuance of units for cash, shares | 10,600,000 | |||||||
Foreign currency translation loss | (17,470) | $ 0 | 0 | 0 | 0 | (17,470) | 0 | 0 |
Net loss for the period | (1,035,741) | $ 0 | 0 | 0 | 0 | 0 | (1,035,741) | 0 |
Issuance of shares for cash, shares | 1,450,000 | |||||||
Issuance of shares for cash, amount | 26,500 | $ 1,450 | 0 | 0 | 25,050 | 0 | 0 | 0 |
Issuance of common shares for services, amount | 208,700 | 10,600 | 0 | 0 | 198,100 | 0 | 0 | 0 |
Balance, amount at Mar. 31, 2022 | $ (2,402,450) | $ 397,221 | $ 10 | $ 0 | $ 9,991,722 | $ (28,311) | $ (12,716,434) | $ (46,658) |
Balance, shares at Mar. 31, 2022 | 397,221,269 | 10,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net loss | $ (1,017,017) | $ (3,558,544) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible notes | 4,692 | 85,622 |
Financing fees and default penalties | 0 | 663,037 |
Gain on settlement of convertible note | 0 | (613,526) |
Loss on change in fair value of derivative liabilities | 329,643 | 3,184,838 |
Shares issued for services | 208,700 | 8,675 |
Changes in non-cash operating assets and liabilities: | ||
Accounts receivable | 220 | 34 |
Prepaid expenses and deposits | 152,203 | 3,754 |
Accounts payable and accrued liabilities | 61,791 | 84,334 |
Due to related parties | 55,450 | 36,232 |
Net cash used in operating activities | (204,318) | (105,544) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible note | 30,000 | 0 |
Proceeds from issuance of units | 0 | 123,225 |
Proceeds from issuance of preferred shares | 0 | 10 |
Proceeds from issuance of shares, net of issuance costs | 118,500 | 0 |
Proceeds from loans from related party | 66,912 | 33,646 |
Repayment of loans from related parties | (14,846) | 0 |
Net cash provided by financing activities | 200,566 | 156,881 |
Effect of foreign exchange rate changes on cash | (18,503) | (50,018) |
Change in cash | (22,255) | 1,319 |
Cash, beginning of period | 25,300 | 12,196 |
Cash, end of period | 3,045 | 13,515 |
Non-cash investing and financing activities: | ||
Common shares issued for settlement of convertible notes | 0 | 4,545,270 |
Supplemental disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 6 Months Ended |
Mar. 31, 2022 | |
Nature of business and continuance of operations (Note 1) | |
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 Secretary of State of 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 March 31, 2022, the Company has not earned any revenues from operations, has a working capital deficit of $2,358,624, and has an accumulated deficit of $12,716,434. During the six months ended March 31, 2022, the Company used cash flows for operations of $204,318. Furthermore, the Company has defaulted on 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2022 | |
Significant Accounting Policies | |
2. 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 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 equity component of convertible notes, fair value of derivative liabilities, fair value of stock-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. (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 | 6 Months Ended |
Mar. 31, 2022 | |
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: March 31, 2022 $ September 30, 2021 $ Accounts payable 622,554 579,851 Accrued interest payable 98,674 79,586 Balance, March 31, 2022 721,228 659,437 |
Loans Payable
Loans Payable | 6 Months Ended |
Mar. 31, 2022 | |
Loans Payable | |
Loan Payable | 4. Loans 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 12(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 March 31, 2022, the Company has recorded accrued interest payable of $9,402 (September 30, 2021 - $7,410) and the promissory note is in default. Refer to Note 12(j). (b) On April 22, 2020, the Company received a loan for Cdn$40,000 from the Government of Canada under the Canada Emergency Business Account program (“CEBA”). As at March 31, 2022, the balance owing is $32,029 (Cdn$40,000) (September 30, 2021 - $31,532 (Cdn$40,000)). These funds are interest free until December 31, 2023, at which time the remaining balance will convert to a 2-year term loan at an interest rate of 5% per annum. If the Company repays the loan prior to December 31, 2023, there will be loan forgiveness of 25% of the principal balance repaid, up to a maximum of Cdn$10,000. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Mar. 31, 2022 | |
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. The Company determined that the conversion price was below the closing stock price on the commitment date, and the convertible notes contained a beneficial conversion feature. The Company recognized the intrinsic value of the embedded beneficial conversion feature of $32,485 as additional paid-in capital and reduced the carrying value of the convertible note to $nil. The carrying value will be accreted over the term of the convertible notes up to their face value of $32,485. During the year ended September 30, 2018, the Company issued 31,745,000 shares of common stock upon the conversion of $3,174 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 March 31, 2022, the carrying value of the convertible notes was $11,797 (September 30, 2021 – $7,834) and had an unamortized discount of $15,271 (September 30, 2021 - $19,233). During the six months ended March 31, 2022, the Company recorded accretion expense of $3,963 (2021 - $1,744). (b) 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 was 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: 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, 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 $76,330. The Company recognized the maximum intrinsic value of the embedded beneficial conversion feature of $74,500, resulting in a loss on change in fair value of derivative liabilities of $1,830, 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 $78,000. 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 year ended September 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 March 31, 2022, the carrying value of the convertible note was $112,084 (September 30, 2021 - $112,084), and the fair value of the derivative liability was $447,469 (September 30, 2021 - $264,481). (c) 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 March 31, 2022, the carrying value of the convertible note was $78,750 (September 30, 2021 - $78,750) and the fair value of the derivative liability was $359,055 (September 30, 2021 - $207,522). (d) On March 11, 2022, the Company entered into a convertible note with an unrelated party for $30,000, with an advance on January 18, 2022 for the full amount. The note is due on January 18, 2023, and bears interest on the unpaid principal balance at a rate of 10% per annum. 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 the closing price on the day of receiving the notice to convert. 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 $15,011, which reduced the carrying value of the convertible note to $14,989. The carrying value will be accreted over the term of the convertible note up to its face value of $30,000. As at March 31, 2022, the carrying value of the convertible note was $15,718 (September 30, 2021 - $nil), had an unamortized discount of $14,282 (September 30, 2021 - $nil), and the fair value of the derivative liability was $10,133 (September 30, 2021 - $nil). During the six months ended March 31, 2022, the Company recorded accretion expense of $729. |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Mar. 31, 2022 | |
Derivative Liabilities | |
6. Derivative Liabilities | 6. Derivative Liabilities The embedded conversion option 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, 2021 472,003 Additions 15,011 Change in fair value of embedded conversion option 329,643 Balance, March 31, 2022 816,657 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 assumptions used in the calculations: Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at March 11, 2022 149 % 1.22 % 0 % 0.86 As at March 31, 2022 101 % 1.63 % 0 % 0.52 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | |
7. Related Party Transactions | 7. Related Party Transactions (a) As at March 31, 2022, the Company owed $603,681 (Cdn$753,911) (September 30, 2021 - $547,079 (Cdn$693,998)) to the President of the Company, which is non-interest bearing, unsecured, and due on demand. During the six months ended March 31, 2022, the Company incurred consulting fees of $47,495 (2021 - $47,384) to the President of the Company. (b) As at March 31, 2022, the Company owed $108,854 (Cdn$135,943) (September 30, 2021 - $57,940 (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 March 31, 2022, the Company owed $27,385 (Cdn$34,200) (September 30, 2021 – $26,960 (Cdn$34,200)) 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. As at March 31, 2022, the Company owed $497,614 (Cdn$621,448) (September 30, 2021 – $445,591 (Cdn$565,256)) 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 six months ended March 31, 2022, the Company incurred consulting fees of $47,495 (2021 - $47,384) to the company controlled by the Chief Financial Officer of WFS. |
Common Stock
Common Stock | 6 Months Ended |
Mar. 31, 2022 | |
Common Stock | |
8. Common Stock | 8. Common Stock Six months ended March 31, 2022 (a) On October 21, 2021, the Company issued 4,000,000 shares of common stock at $0.025 per share for proceeds of $100,000. In connection with the financing, the Company incurred commission fees of $8,000. (b) On January 19, 2022, the Company issued 650,000 units at $0.01 per unit for proceeds of $6,500. 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. (c) On January 19, 2022, the Company issued 800,000 shares of common stock at $0.025 per share for proceeds of $20,000. (d) On January 19, 2022, the Company issued 6,800,000 shares of common stock with a fair value of $136,000 for consultation communication and media services (Note 12(g)). (e) On January 19, 2022, the Company issued 1,800,000 shares of common stock with a fair value of $36,000 for strategic and business development advisory services (Note 12(h)). (f) On January 21, 2022, the Company issued 1,000,000 shares with a fair value of $19,700 for management consulting and strategic business advisory services (Note 12(f)). (g) On February 10, 2022, the Company issued 1,000,000 shares of common stock with a fair value of $17,000 for market awareness services (Note 12(i)). |
Preferred Stock
Preferred Stock | 6 Months Ended |
Mar. 31, 2022 | |
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: · [twenty times the sum of: {all shares of Common stock issued and outstanding at the time of voting + all shares of Series A, Series A and any newly designated Preferred stock issued and outstanding at the time of voting}] Divided by: · [the number of shares of Series A Super Voting Preferred Stock issued and outstanding at the time of voting] 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 Bylaws. 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. The Series A Super Voting Preferred Stock are not considered mandatorily redeemable, are not settleable in a variable number of shares, and do not contain any features embedded that required a separate assessment. As a result, the Company determined the Series A Super Voting Preferred Stock were not a liability and classified the preferred stock within equity in the amount of the aggregate par value of the issued shares of preferred stock, with any excess attributed to additional paid-in capital. |
Share Purchase Warrants
Share Purchase Warrants | 6 Months Ended |
Mar. 31, 2022 | |
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, 2021 37,986,786 0.05 Issued 650,000 0.05 Balance, March 31, 2022 38,636,786 0.05 |
Memorandum of Understanding
Memorandum of Understanding | 6 Months Ended |
Mar. 31, 2022 | |
Memorandum of Understanding | |
11. Memorandum of Understanding | 11. Memorandum of Understanding On July 25 2021, the Company entered into a Memorandum of Understanding (“MOU”) to acquire all the assets and cannabis business operation, including 12 acres of property, structure and cannabis licenses, existing sales channels and distribution networks, from a private company situated in Northern California. Upon reaching a definitive agreement, the Company intends to further develop a state- of-the-art flowering greenhouse of approximately 12,000 square feet or the maximum allowed by California State and Regional County. The acquisition price is $2,400,000 to be paid through a combination of cash and shares. The Company also has an option from the seller to acquire an additional 120 acres or more of land for business expansion and development. As at March 31, 2022, the Company has advanced $68,100 (September 30, 2021 - $nil) under the MOU, which will be applied against the final purchase price upon completion of a definitive agreement. This amount has been included in prepaid expenses and deposits. The Company currently lacks funds with which to consummate the contemplated transaction and has not negotiated a definitive agreement with respect to the contemplated transaction. Thus, there is no assurance that the Company will ever enter into, and consummate, a definitive agreement with respect to the contemplated transaction. |
Commitments and Contigency
Commitments and Contigency | 6 Months Ended |
Mar. 31, 2022 | |
Commitments and Contigency | |
12. Commitments and Contigency | 12. Commitments and Contingency (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 March 31, 2022, the Company received advances of $60,055 (Cdn$75,000) (September 30, 2021 - $59,122 (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 Company 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) 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 30 days prior to launching the portal, and a post launch monthly fee of $1,000. The monthly fee will automatically renew each month for the shorter of the duration of the offering period, or one year. (d) Effective August 23, 2021, the Company entered into an infomercial production and broadcast 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 in consideration for 6,000,000 shares of common stock for the first 3 months and, at the option of the Company, at $40,000 per month for a further 9 months, which can be paid in cash or shares of common stock at the Company’s discretion. On September 22, 2021, the Company issued 6,000,000 shares of common stock with a fair value of $210,000. During the six months ended March 31, 2022, the Company recognized consulting fees of $210,000 pursuant to the agreement. As at March 31, 2021, the Company has recognized $nil (September 30, 2021 – $188,137) in prepaid expenses and deposits. (e) Effective August 27, 2021, the Company entered into a consulting agreement for investor relations and consulting services for a period of 6 months. Pursuant to the agreement, the Company agreed to issue shares of common stock of the Company with a fair value of $100,000. On September 22, 2021, the Company issued 4,340,000 shares of common stock with a fair value of $147,560. During the six months ended March 31, 2022, the Company recognized consulting fees of $95,763 pursuant to the agreement. As at March 31, 2021, the Company has recognized $nil (September 30, 2021 – $95,763) in prepaid expenses and deposits. (f) On January 12, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue 1,000,000 shares of common stock in exchange for management consulting and strategic business advisory services. On January 21, 2022, the Company issued a total of 1,000,000 shares of common stock with a fair value of $19,700 pursuant to the agreement (Note 8(f)). As at March 31, 2022, the Company recognized $11,210 (September 30, 2021 - $nil) in prepaid expenses and deposits. During the six months ended March 31, 2022, the Company recognized consulting fees of $8,490 (2021 - $nil) pursuant to the agreement. (g) On January 18, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue shares of common stock of the Company with a fair value of Cdn$100,000 in exchange for consultation communication and media services. In addition, the Company may choose to pay a bonus if certain predetermine milestones is met during the term of the agreement. On January 19, 2022, the Company issued a total of 6,800,000 shares of common stock with a fair value of $136,000 pursuant to the agreement (Note 8(d)). As at March 31, 2022, the Company recognized $81,901 (September 30, 2021 - $nil) in prepaid expenses and deposits. During the six months ended March 31, 2022, the Company recognized consulting fees of $54,099 (2021 - $nil) pursuant to the agreement. (h) On January 18, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue 1,800,000 shares of common stock in exchange for strategic and business development advisory services. On January 19, 2022, the Company issued a total of 1,800,000 shares of common stock with a fair value of $36,000 pursuant to the agreement (Note 8(e)). As at March 31, 2022, the Company recognized $21,680 (September 30, 2021 - $nil) in prepaid expenses and deposits. During the six months ended March 31, 2022, the Company recognized consulting fees of $14,320 (2021 - $nil) pursuant to the agreement. (i) On February 7, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue 1,000,000 shares of common stock in exchange for market awareness services. On February 10, 2022, the Company issued a total of 1,000,000 shares of common stock with a fair value of $17,000 pursuant to the agreement (Note 8(g)). As at March 31, 2022, the Company recognized $12,398 (September 30, 2021 - $nil) in prepaid expenses and deposits. During the six months ended March 31, 2022, the Company recognized consulting fees of $4,602 (2021 - $nil) pursuant to the agreement. (j) On March 10, 2021, a 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. On September 23, 2021, the noteholder filed a new Notice of Motion for Summary Judgement in Lieu of Complaint with the State of New York Supreme Court, County of New York for $44,504 plus interest at the rate of 10% per annum from January 6, 2021, plus costs. The Company believes that the claim has no merit and intends to defend its position vigorously. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2022 | |
Subsequent Events | |
13. Subsequent Events | 13. Subsequent Event On May 3, 2022, the Company issued 7,000,000 shares of common stock for consulting services. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2022 | |
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 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 equity component of convertible notes, fair value of derivative liabilities, fair value of stock-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. |
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) | 6 Months Ended |
Mar. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | March 31, 2022 $ September 30, 2021 $ Accounts payable 622,554 579,851 Accrued interest payable 98,674 79,586 Balance, March 31, 2022 721,228 659,437 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Derivative Liabilities | |
Schedule of Derivative Liability | Balance, September 30, 2021 472,003 Additions 15,011 Change in fair value of embedded conversion option 329,643 Balance, March 31, 2022 816,657 |
Schedule of weighted-average assumptions used in the calculations | Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at March 11, 2022 149 % 1.22 % 0 % 0.86 As at March 31, 2022 101 % 1.63 % 0 % 0.52 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 6 Months Ended |
Mar. 31, 2022 | |
Share Purchase Warrants | |
Schedule of Share Purchase Warrants | Number of warrants Weighted average exercise price $ Balance, September 30, 2021 37,986,786 0.05 Issued 650,000 0.05 Balance, March 31, 2022 38,636,786 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 6,100,000 $0.05 August 25, 2023 2,000,000 $0.05 September 24, 2023 650,000 $0.05 January 19, 2024 38,636,786 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details Narrative) - USD ($) | 6 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | |
Related Party Transactions | |||
Working Capital Deficit | $ 2,358,624 | ||
Accumulated Deficit | (12,716,434) | $ (11,699,417) | |
Net cash used in operating activities | $ (204,318) | $ (105,544) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 |
Accounts Payable and Accrued Liabilities | ||
Accounts payable | $ 622,554 | $ 579,851 |
Accrued interest payable | 98,674 | 79,586 |
Accounts Payable and Accrued Liabilities | $ 721,228 | $ 659,437 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | 6 Months Ended | |||
Mar. 31, 2022CAD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2022CAD ($) | Sep. 30, 2021USD ($) | |
Loans payable | $ 40,000 | |||
Promissory Note Nov. 22, 2019 [Member] | ||||
Promissory Note with unrelated party | 40,000 | |||
Interest rate | 10 | |||
Accured Interest Payable | 9,402 | $ 7,410 | ||
Loan Payable April 22, 2020 [Member] | ||||
Loans payable | $ 32,029 | $ 31,532 | ||
Interest rate | 5 | |||
Proceeds from loan | $ 40,000 | |||
Loan forgiveness description | If the Company repays the loan prior to December 31, 2023, 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 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | Apr. 04, 2018 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Jan. 14, 2021 |
Carrying value of convertible notes | $ 11,797 | $ 7,834 | |||||
Unamortized discount | $ 15,271 | $ 19,233 | |||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | |||||
Accretion Expense | $ 729 | ||||||
Fair value of the derivative liability | 10,133 | $ 0 | |||||
Proceeds from convertible debt | $ 30,000 | ||||||
Due date of note | January 18, 2023 | ||||||
Rate of interest on unpaid balance after default of note | 10 | ||||||
Face value of convertible notes | $ 30,000 | ||||||
Convertible Note [Member] | |||||||
Common Stock, Par Value | $ 0.0001 | ||||||
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 | ||||||
Series A Convertile Notes [Member] | |||||||
Accretion Expense | $ 1,670 | $ 375 | $ 3,112 | ||||
Convertible notes | $ 1,853 | $ 390 | $ 3,175 | ||||
Common stock, shares issued upon conversion of convertible shares | 18,525,000 | 3,900,000 | 31,745,000 | ||||
Series A Convertile Notes [Member] | Family Member of President [Member] | |||||||
Common stock, shares issued upon conversion of convertible shares | 5,320,000 | ||||||
January 14, 2020 [Member] | Unrelated party [Member] | |||||||
Carrying value of convertible notes | $ 112,084 | 112,084 | |||||
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: 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 | 3,963 | 1,744 | $ 16,447 | ||||
Convertible notes | 78,000 | ||||||
Fair value of the derivative liability | 447,469 | 264,481 | |||||
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 | ||||||
Principal amount converted into common stock | $ 18,923 | ||||||
Common stock, shares issued upon conversion of convertible shares | 2,600,000 | ||||||
Financing cost of convertible note | 3,000 | ||||||
Conversion fees | $ 4,500 | ||||||
Principal default of convertible note | $ 53,007 | ||||||
January 22, 2020 [Member] | Unrelated party [Member] | |||||||
Carrying value of convertible notes | $ 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 | 359,055 | $ 207,522 | |||||
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 | ||||||
Directly paid to third party for financing | $ 9,750 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 6 Months Ended |
Mar. 31, 2022USD ($) | |
Derivative Liabilities | |
Derivative Liabilities, Beginning Balance | $ 472,003 |
Addition | 15,011 |
Change in fair value of embedded conversion option | 329,643 |
Derivative Liabilities, Ending Balance | $ 816,657 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - Derivative Liability [Member] | 1 Months Ended | 3 Months Ended |
Mar. 22, 2022 | Mar. 31, 2022 | |
Expected volatility | 149 | 101 |
Risk-free interest rate | 1.22 | 1.63 |
Expected dividend yield | 0 | 0 |
Expected life | 0.86 | 0.52 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2022CAD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021CAD ($) | |
Due to Related Parties | $ 712,535 | $ 712,535 | $ 605,019 | ||||
Consulting Fees | 424,363 | $ 56,053 | 563,891 | $ 106,193 | |||
CANADA | |||||||
Due to Related Parties | $ 753,911 | $ 693,998 | |||||
Chief Financial Officer [Member] | |||||||
Due to Related Parties | 497,614 | 497,614 | 445,591 | ||||
Consulting Fees | 47,495 | $ 47,384 | |||||
Chief Financial Officer [Member] | CANADA | |||||||
Due to Related Parties | 621,448 | 565,256 | |||||
President [Member] | |||||||
Due to Related Parties | 603,681 | 603,681 | 547,079 | ||||
Father of President [Member] | |||||||
Due to Related Parties | 108,854 | 108,854 | 57,940 | ||||
Father Of President [Member] | CANADA | |||||||
Due to Related Parties | 135,943 | 73,500 | |||||
Company Owned By The Father Of President [Member] | |||||||
Due to Related Parties | $ 27,385 | $ 27,385 | $ 26,960 | ||||
Company Owned By The Father of President [Member] | CANADA | |||||||
Due to Related Parties | $ 34,200 | $ 34,200 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | |
Common stock shares issued for services, amount | $ 7,320 | $ 1,355 | $ 208,700 | $ 8,675 |
January 19, 2022 [Member] | ||||
Common stock shares issued | 650,000 | |||
Proceeds from issuance of common stock | $ 6,500 | |||
Exercise price | $ 0.05 | |||
Common stock shares issued price per share | $ 0.01 | |||
Common stock shares issued for services, shares for consultation | 6,800,000 | |||
Common stock shares issued for services, shares | 80,000 | |||
Common stock shares issued for Strategic services, shares | 1,800,000 | |||
Common stock shares issued for Consultation services, amount | $ 136,000 | |||
Common stock shares issued for services, amount | 20,000 | |||
Common stock shares issued for Strategic services, amount | 36,000 | |||
October 21, 2021 [Member] | ||||
Proceeds from issuance of common stock | $ 100,000 | |||
Common stock shares issued price per share | $ 0.025 | |||
Common stock shares issued for services, amount | $ 8,000 | |||
January 21, 2022 [Member] | ||||
Common stock shares issued for services, shares | 1,000,000 | |||
Common stock shares issued for services, amount | $ 19,700 | |||
Februry 10, 2022 [Member] | ||||
Common stock shares issued for services, shares | 1,000,000 | |||
Common stock shares issued for services, amount | $ 17,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 | Oct. 14, 2020 |
Preferred Stock | |||
Issuance Of series A super voting preferred stock | 10,000 | ||
Issuance Of series A super voting preferred stock | $ 10 | ||
Preferred stock authorized | 1,000,000 | 1,000,000 | |
Preferred stock par value | $ 0.001 | $ 0.001 | |
Series A Super Voting Preferred Stock | 10,000 | ||
Common Stock, Shares Authorized | 2,000,000,000 | 2,000,000,000 | |
Common Stock, Par Value | $ 0.001 | $ 0.001 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Purchase Warrants (Details) | |
Begenning balance | shares | 37,986,786 |
Issued | shares | 650,000 |
Ending balance | shares | 38,636,786 |
Weighted average exercise price, beginning | $ / shares | $ 0.05 |
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) | 6 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Number of warrants | 38,636,786 |
Warrant One [Member] | |
Number of warrants | 114,286 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 16, 2022 |
Warrant Ten [Member] | |
Number of warrants | 6,100,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | August 25, 2023 |
Warrant Eleven [Member] | |
Number of warrants | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | September 24, 2023 |
Warrant Twelve [Member] | |
Number of warrants | 650,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 19, 2024 |
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 |
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, 2023 |
Warrant Nine [Member] | |
Number of warrants | 6,961,250 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 14, 2023 |
Memorandum of Understanding (De
Memorandum of Understanding (Details Narrative) - M O U [Member] - USD ($) | 1 Months Ended | ||
Jul. 25, 2021 | Mar. 31, 2022 | Sep. 30, 2021 | |
Final purchase price | $ 68,100 | $ 0 | |
Acquisition price | $ 2,400,000 |
Commitments (Details Narrative)
Commitments (Details Narrative) | Feb. 07, 2022 | Jan. 12, 2022 | May 14, 2021 | Jan. 25, 2019USD ($)shares | Jan. 25, 2019CAD ($)shares | Jan. 18, 2022 | Sep. 23, 2021 | Aug. 27, 2021 | Aug. 23, 2021 | Jan. 25, 2021USD ($) | Nov. 22, 2019shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Mar. 31, 2022USD ($)shares | Sep. 30, 2021USD ($) | Sep. 30, 2021CAD ($) | Mar. 10, 2021USD ($) |
Lieu of Complaint notice amount | $ 40,504 | ||||||||||||||||
Lieu of Complaint notice Interest rate | 10.00% | ||||||||||||||||
Lieu of Complaint notice Description | the noteholder filed a new Notice of Motion for Summary Judgement in Lieu of Complaint with the State of New York Supreme Court, County of New York for $44,504 plus interest at the rate of 10% per annum from January 6, 2021, plus costs. The Company believes that the claim has no merit and intends to defend its position vigorously. | ||||||||||||||||
Advances from Alliance Growers Corp | $ 60,055 | $ 59,122 | |||||||||||||||
Option consideration | $ 2,933,217 | $ 1,612,053 | |||||||||||||||
New to the Street Group LLC [Member] | |||||||||||||||||
Prepaid expence And deposite | 0 | 188,137 | |||||||||||||||
Consulting Fee | $ 210,000 | ||||||||||||||||
Common stock shares issued consulting services | shares | 6,000,000 | ||||||||||||||||
Production agreement fee payable description | the Company agreed to pay New to the Street Group LLC 6,000,000 shares of common stock for the first 3 months of the term, and $40,000 per month for the remaining 9 months, which can be paid in cash or shares of common stock at the Company’s discretion. | ||||||||||||||||
Novation Solutions Inc [Member] | |||||||||||||||||
Service agreement fee payable description | The Company will pay DealMaker $3,000 upon signing the agreement, $7,000 30 days prior to launching the portal, and a post launch monthly fee of $1,000. | ||||||||||||||||
Alliance Growers Corp. [Member] | |||||||||||||||||
Advances from Alliance Growers Corp | $ 60,055 | 59,122 | |||||||||||||||
Option consideration | $ 1,018,182 | $ 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 | |||||||||||||||
Option consideration | $ 1,018,182 | $ 1,350,008 | |||||||||||||||
Common Stock Issued upon exercise of the option, value | $ 1,350,008 | ||||||||||||||||
Consulting Agreement January 12, 2022 [Member] | |||||||||||||||||
Agreement descriptions | On January 21, 2022, the Company issued a total of 1,000,000 shares of common stock with a fair value of $19,700 pursuant to the agreement (Note 8(f)) | ||||||||||||||||
Prepaid expence And deposite | 11,210 | 0 | |||||||||||||||
Consulting Fee | $ 8,490 | 0 | |||||||||||||||
Common stock shares issued consulting services | shares | 1,000,000 | ||||||||||||||||
Consulting Agreement January 18, 2022 [Member] | |||||||||||||||||
Agreement descriptions | the Company issued a total of 1,800,000 shares of common stock with a fair value of $36,000 pursuant to the agreement (Note 8(e)) | ||||||||||||||||
Prepaid expence And deposite | $ 81,901 | 0 | |||||||||||||||
Consulting Fee | $ 54,099 | 0 | |||||||||||||||
Common stock shares issued consulting services | shares | 6,800,000 | ||||||||||||||||
Consulting Agreement Six Month Term January 18, 2022 [Member] | |||||||||||||||||
Agreement descriptions | the Company issued a total of 1,000,000 shares of common stock with a fair value of $17,000 pursuant to the agreement (Note 8(g)). | ||||||||||||||||
Prepaid expence And deposite | $ 21,680 | 0 | |||||||||||||||
Consulting Fee | $ 14,320 | 0 | |||||||||||||||
Common stock shares issued consulting services | shares | 1,800,000 | ||||||||||||||||
Consulting Agreement February 7, 2022 [Member] | |||||||||||||||||
Agreement descriptions | the Company issued a total of 1,000,000 shares of common stock with a fair value of $17,000 pursuant to the agreement (Note 8(g)). | ||||||||||||||||
Prepaid expence And deposite | $ 12,398 | 0 | |||||||||||||||
Consulting Fee | $ 4,602 | 0 | |||||||||||||||
Common stock shares issued consulting services | shares | 1,000,000 | ||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||
Agreement descriptions | the Company agreed to issue shares of common stock of the Company with a fair value of $100,000. | ||||||||||||||||
Prepaid expence And deposite | $ 0 | $ 95,763 | |||||||||||||||
Consulting Fee | $ 95,763 | ||||||||||||||||
Common stock shares issued consulting services | shares | 4,340,000 | ||||||||||||||||
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 Company 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) | May 03, 2022shares |
Subsequent Events | |
Common stock shares issued for consulting services | 7,000,000 |