Cover
Cover - shares | 3 Months Ended | |
Dec. 31, 2022 | Feb. 14, 2023 | |
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 | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Dec. 31, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Common Stock Shares Outstanding | 454,760,969 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-56090 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 92-1737808 | |
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 Financia
Condensed Consolidated Financial Statements - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Current assets | ||
Cash | $ 24,964 | $ 8,016 |
Amounts receivable | 465 | 383 |
Prepaid expenses and deposits (Notes 11 and 12) | 186,239 | 200,572 |
Total assets | 211,668 | 208,971 |
Current liabilities | ||
Accounts payable and accrued liabilities (Notes 3 and 7) | 783,212 | 724,876 |
Advances from Alliance Growers Corp. (Note 12(a)) | 55,342 | 54,847 |
Loans payable (Note 4) | 128,593 | 99,077 |
Convertible notes - current portion, net of unamortized discount of $9,859 and $15,780, respectively (Note 5) | 175,959 | 120,038 |
Derivative liabilities (Notes 5 and 6) | 110,443 | 271,394 |
Due to related parties (Note 7) | 665,293 | 641,915 |
Total current liabilities | 1,918,842 | 1,912,147 |
Loans payable (Note 4) | 0 | 29,252 |
Loans payable to related parties (Note 7) | 90,584 | 90,221 |
Total liabilities | 2,009,426 | 2,031,620 |
Stockholders' deficit | ||
Preferred stock Authorized: 1,000,000 shares, $0.001 par value; 10,000 shares issued and outstanding (Note 9) | 10 | 10 |
Common stock Authorized: 2,000,000,000 shares, $0.001 par value; 454,760,969 and 442,260,969 shares issued and outstanding, respectively (Note 8) | 454,761 | 442,261 |
Common stock issuable | 0 | 1,130 |
Additional paid-in capital (Note 8) | 10,326,777 | 10,261,777 |
Accumulated other comprehensive income | 81,648 | 93,753 |
Deficit | (12,614,269) | (12,574,895) |
Total Pharmagreen Biotech Inc. stockholders' deficit | (1,751,073) | (1,775,964) |
Non-controlling interest | (46,685) | (46,685) |
Total stockholders' deficit | (1,797,758) | (1,822,649) |
Total liabilities and stockholders' deficit | $ 211,668 | $ 208,971 |
Condensed Consolidated Financ_2
Condensed Consolidated Financial Statements (Parenthetical) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Condensed Consolidated Financial Statements | ||
Convertible Notes, Unamortized Discount, Current | $ 9,859 | $ 15,780 |
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 | 454,760,969 | 442,260,969 |
Common Stock, Shares Outstanding | 454,760,969 | 442,260,969 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Expenses | ||
Consulting fees (Note 7 and 12) | $ 139,905 | $ 139,528 |
Foreign exchange (gain) loss | (2,847) | 576 |
General and administrative | 17,756 | 27,213 |
Professional fees | 24,472 | 31,459 |
Salaries and wages | 1,807 | 4,884 |
Total expenses | 181,093 | 203,660 |
Net loss before other income (expenses) | (181,093) | (203,660) |
Other income (expense) | ||
Accretion of discount on convertible notes (Note 5) | (10,921) | (1,799) |
Interest and finance costs (Note 4 and 5) | (8,311) | (10,091) |
Gain on change in fair value of derivative liabilities (Note 6) | 160,951 | 234,274 |
Total other income | 141,719 | 222,384 |
Net (loss) income | (39,374) | 18,724 |
Less: net loss attributable to non-controlling interest | 0 | 0 |
Net (loss) income attributable to Pharmagreen Biotech Inc. | (39,374) | 18,724 |
Comprehensive income (loss) | ||
Foreign currency translation loss | (12,105) | (2,463) |
Comprehensive (loss) income attributable to Pharmagreen Biotech Inc. | $ (51,479) | $ 16,261 |
Basic and diluted (loss) income per share attributable to Pharmagreen Biotech Inc. stockholders | $ 0 | $ 0 |
Weighted average number of shares outstanding used in the calculation of net (loss) income per share attributable to Pharmagreen Biotech Inc. | 446,527,273 | 384,214,747 |
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) | Accumulated Deficit | Non-controlling Interest |
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 | |||||||
Issuance of units for cash, amount | 92,000 | $ 4,000 | 0 | 0 | 88,000 | 0 | 0 | 0 |
Foreign currency translation loss | (2,463) | 0 | 0 | 0 | 0 | (2,463) | 0 | 0 |
Net income for the period | 18,724 | $ 0 | $ 0 | 0 | 0 | 0 | 18,724 | 0 |
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) |
Balance, shares at Sep. 30, 2022 | 442,260,969 | 10,000 | ||||||
Balance, amount at Sep. 30, 2022 | (1,822,649) | $ 442,261 | $ 10 | 1,130 | 10,261,777 | 93,753 | (12,574,895) | (46,685) |
Foreign currency translation loss | (12,105) | 0 | 0 | 0 | 0 | (12,105) | 0 | 0 |
Net income for the period | (39,374) | $ 0 | 0 | 0 | 0 | 0 | (39,374) | 0 |
Issuance of common stock for services, shares | 12,500,000 | |||||||
Issuance of common stock for services, amount | 76,370 | $ 12,500 | $ 0 | (1,130) | 65,000 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 454,760,969 | 10,000 | ||||||
Balance, amount at Dec. 31, 2022 | $ (1,797,758) | $ 454,761 | $ 10 | $ 0 | $ 10,326,777 | $ 81,648 | $ (12,614,269) | $ (46,685) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES | ||
Net (loss) income | $ (39,374) | $ 18,724 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible notes | 10,921 | 1,799 |
Gain on change in fair value of derivative liabilities | (160,951) | (234,274) |
Common stock issued or issuable for services | 76,370 | 0 |
Changes in non-cash operating assets and liabilities: | ||
Accounts receivable | (82) | 228 |
Prepaid expenses and deposits | 14,333 | 274 |
Accounts payable and accrued liabilities | 53,336 | 40,017 |
Due to related parties | 25,948 | 24,702 |
Net cash used in operating activities | (19,499) | (148,530) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible note | 50,000 | 0 |
Proceeds from issuance of shares | 0 | 92,000 |
Proceeds from loans from related party | 0 | 50,000 |
Repayment of loans from related parties | (2,570) | (6,041) |
Net cash provided by financing activities | 47,430 | 135,959 |
Effect of foreign exchange rate changes on cash | (10,983) | (2,255) |
Change in cash | 16,948 | (14,826) |
Cash, beginning of period | 8,016 | 25,300 |
Cash, end of period | 24,964 | 10,474 |
Supplemental disclosures: | ||
Interest paid | 0 | 0 |
Income taxes paid | $ 0 | $ 0 |
Nature of Business and Continua
Nature of Business and Continuance of Operations | 3 Months Ended |
Dec. 31, 2022 | |
Nature of Business and Continuance of Operations | |
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 December 31, 2022, the Company has not earned any revenues from operations, has a working capital deficit of $1,707,174, and has an accumulated deficit of $12,614,269. During the three months ended December 31, 2022, the Company incurred a net loss of $39,374 and used cash flows for operations of $19,499. 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 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 | 3 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
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 BC 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 | 3 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | 3. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following: December 31, 2022 $ September 30, 2022 $ Accounts payable 684,679 644,970 Accrued interest payable 98,533 79,906 783,212 724,876 |
Loans Payable
Loans Payable | 3 Months Ended |
Dec. 31, 2022 | |
Loans Payable | |
Loans 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. 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 December 31, 2022, the Company has recorded accrued interest payable of $12,415 (September 30, 2022 - $11,408) and the promissory note is in default. Refer to Note 12(b). (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 December 31, 2022, the balance owing is $29,516 (Cdn$40,000) (September 30, 2022 - $29,252 (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. (c) 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. On August 2, 2022, the lender was ordered to surrender all common stock of the Company for cancellation, and surrender conversion rights for all remaining convertible notes pursuant to a judgement filed by the Securities and Exchange Commission with the United States District Court, Southern District of New York against the lender. As a result, the Company received and cancelled 660,300 shares of common stock and the conversion rights embedded in the convertible note was relinquished. As a result, the convertible note of $59,077 was reclassified from a convertible note payable to loans payable and its derivative liability of $163,760 was derecognized. In addition, the derecognition of the default penalty of $53,007 that was previously recognized and the fair value of the 660,300 shares of common stock of $4,606 were recognized as a recovery of default penalties during the year ended September 30, 2022. As at December 31, 2022, the principal balance owing is $59,077 (September 30, 2022 - $59,077) and the Company has recorded interest payable of $25,447 (September 30, 2022 - $23,664). |
Convertible Notes
Convertible Notes | 3 Months Ended |
Dec. 31, 2022 | |
Convertible Notes | |
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 As of December 31, 2022, the carrying value of the convertible notes was $21,885 (September 30, 2022 - $17,799) and had an unamortized discount of $5,183 (September 30, 2022 - $9,269). During the three months ended December 31, 2022, the Company recorded accretion expense of $4,086 (2021 - $1,799). (b) 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 was 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 December 31, 2022, the carrying value of the convertible note was $78,750 (September 30, 2022 - $78,750) and the fair value of the derivative liability was $104,676 (September 30, 2022 - $260,908). (c) 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 As of December 31, 2022, the carrying value of the convertible notes was $28,742 (September 30, 2022 - $23,489), had an unamortized discount of $1,258 (September 30, 2022 - $6,511), and the fair value of the derivative liability was $5,767 (September 30, 2022 - $10,486). During the three months ended December 31, 2022, the Company recorded accretion expense of $5,253 (2021 - $nil). (d) On November 2, 2022, the Company entered into a secured convertible note with an unrelated party for proceeds of $50,000. The note is due on May 1, 2023 and bears a one-time interest charge of 10% automatically accrued on the issuance date. The one-time interest charge was netted against the convertible note and is being amortized over the term using the effective interest rate method. Stringent pre-payment terms of 25% apply and any amount of principal or interest on the note which is not paid when due shall bear interest at 22% per annum or the highest rate permitted by law. The note may be converted at any time after 120 days following the date of issuance into shares of Company’s common stock at a conversion price equal 57.5% of the average of the 3 lowest trading prices during the 15-trading day period prior to the conversion date. Due to this provision, the Company considered whether the embedded conversion option qualifies for derivative accounting under ASC 815-15 Derivatives and Hedging As of December 31, 2022, the carrying value of the convertible notes was $46,582 (September 30, 2022 - $nil) and had an unamortized discount of $3,418 (September 30, 2022 - $nil). During the three months ended December 31, 2022, the Company recorded accretion expense of $1,582 (2021 - $nil). |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
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, 2022 271,394 Change in fair value of embedded conversion option (160,951 ) Balance, December 31, 2022 110,443 The Company uses Level 3 inputs for its valuation methodology for the embedded conversion option liabilities as their fair values were determined by using the 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 September 30, 2022 161 % 3.33 % 0 % 0.26 As at December 31, 2022 217 % 4.38 % 0 % 0.22 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | 7. Related Party Transactions (a) As at December 31, 2022, the Company owed $611,057 (Cdn$828,105) (September 30, 2022 - $588,165 (Cdn$804,285)) to the President of the Company, which is non-interest bearing, unsecured, and due on demand. During the three months ended December 31, 2022, the Company incurred consulting fees of $23,491 (2021 - $23,808) to the President of the Company. (b) As at December 31, 2022, the Company owed $54,236 (Cdn$73,500) (September 30, 2022 - $53,750 (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 December 31, 2022, the Company owed $40,584 (Cdn$55,000) (September 30, 2022 - $40,221 (Cdn$55,000)) to the father of the President of the Company, which bears interest at 10% per annum, is unsecured and due on June 1, 2026. As of December 31, 2022, the Company recognized accrued interest of $2,386 (Cdn$3,233) (September 30, 2022 – $331 (Cdn$452)). (d) As at December 31, 2022, the Company owed $50,000 (September 30, 2022 - $50,000) to the father of the President of the Company, which bears interest at 10% per annum, is unsecured and due on June 1, 2026. As of December 31, 2022, the Company recognized accrued interest of $2,932 (September 30, 2022 - $387). (e) As at December 31, 2022, the Company owed $25,236 (Cdn$34,200) (September 30, 2022 – $25,010 (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. (f) As at December 31, 2022, the Company owed $534,613 (Cdn$724,508) (September 30, 2022 – $509,610 (Cdn$696,866)) 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 three months ended December 31, 2022, the Company incurred consulting fees of $23,491 (2021 - $23,808) to the company controlled by the Chief Financial Officer of WFS. |
Common Stock
Common Stock | 3 Months Ended |
Dec. 31, 2022 | |
Common Stock | |
Common Stock | 8. Common Stock Three months ended December 31, 2022 (a) On October 3, 2022, the Company issued 2,500,000 shares of common stock with a fair value of $27,500 for management consulting and strategic business advisory services (Note 12(g)). (b) On December 14, 2022, the Company issued 10,000,000 shares of common stock with a fair value of $50,000 for product endorsement services (Note 12(h)). Three months ended December 31, 2021 (c) On October 21, 2021, the Company issued 4,000,000 shares of common stock at $0.025 per common stock for proceeds of $100,000. In connection with the financing, the Company incurred commission fees of $8,000. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Dec. 31, 2022 | |
Common Stock | |
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 By-laws. 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 | 3 Months Ended |
Dec. 31, 2022 | |
Share Purchase Warrants | |
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, 2022 58,722,500 0.05 Expired (5,400,000 ) 0.05 Balance, December 31, 2022 53,322,500 0.05 As at December 31, 2022, the following share purchase warrants were outstanding: Number of warrants Exercise price Expiry date 300,000 $ 0.05 January 6, 2023 2,000,000 $ 0.05 January 7, 2023 2,000,000 $ 0.05 January 18, 2023 300,000 $ 0.05 January 25, 2023 6,000.000 $ 0.05 January 27, 2023 3,400,000 $ 0.05 January 28, 2023 2,800,000 $ 0.05 January 30, 2023 872,500 $ 0.05 February 13, 2023 350,000 $ 0.05 February 20, 2023 2,500,000 $ 0.05 April 5, 2023 600,000 $ 0.05 April 7, 2023 1,000,000 $ 0.05 April 12, 2023 2,250,000 $ 0.05 April 15, 2023 5,100,000 $ 0.05 July 1, 2023 500,000 $ 0.05 July 19, 2023 500,000 $ 0.05 July 24, 2023 2,000,000 $ 0.05 September 15, 2023 650,000 $ 0.05 January 19, 2024 4,800,000 $ 0.05 May 19, 2024 2,400,000 $ 0.05 May 20, 2024 10,000,000 $ 0.05 May 26, 2024 2,000,000 $ 0.05 May 27, 2024 1,000,000 $ 0.05 May 30, 2024 53,322,500 |
Memorandum of Understanding
Memorandum of Understanding | 3 Months Ended |
Dec. 31, 2022 | |
Memorandum of Understanding | |
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 December 31, 2022, the Company has advanced $88,850 (September 30, 2022 - $88,850) 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. Subsequent to the three months ended December 31, 2022, the Company terminated the MOU. The advance of $88,850 was converted into a note bearing no interest until September 30, 2025. |
Commitments and Contigency
Commitments and Contigency | 3 Months Ended |
Dec. 31, 2022 | |
Commitments and Contigency | |
Commitments and Contigency | 12. Commitments and Contingencies (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 December 31, 2022, the Company received advances of $55,342 (Cdn$75,000) (September 30, 2022 - $54,847 (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. On March 10, 2021, the 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 plaintiff filed for an oral argument which was heard by the State of New York Supreme Court on September 15, 2022 and is pending a final decision. The Company believes that the claim has no merit and intends to defend its position vigorously. (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) On May 2, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue 7,000,000 shares of common stock in exchange for market awareness services. On May 3, 2022, the Company issued 7,000,000 shares of common stock with a fair value of $84,700 pursuant to the agreement. As at December 31, 2022, the Company recognized $nil (September 30, 2022 - $15,191) in prepaid expenses and deposits. During the three months ended December 31, 2022, the Company recognized consulting fees of $15,191 (2021 - $nil) pursuant to the agreement. (e) On May 20, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue 9,000,000 shares of common stock in exchange for public relations and communications services. If both parties agree to continue the agreement for another 6 months, the Company will issue common stock of the Company with a fair value of $80,000. On August 22, 2022, the Company issued 9,000,000 shares of common stock with a fair value of $81,000 pursuant to the agreement. As at December 31, 2022, the Company recognized $nil (September 30, 2022 - $21,481) in prepaid expenses and deposits. During the three months ended December 31, 2022, the Company recognized consulting fees of $21,481 (2021 - $nil) pursuant to the agreement. (f) On September 8, 2022, the Company entered into a consulting agreement with a six-month term. Pursuant to the agreement, the Company agreed to issue 9,500,000 shares of common stock in exchange for corporate development, investor, media, public relations, and marketing services. On September 13, 2022, the Company issued 9,500,000 shares of common stock with a fair value of $85,500 pursuant to the agreement. As at December 31, 2022, the Company recognized $31,072 (September 30, 2022 - $75,050) in prepaid expenses and deposits. During the three months ended December 31, 2022, the Company recognized consulting fees of $43,978 (2021 - $nil) pursuant to the agreement. (g) On September 15, 2022, the Company entered into a consulting agreement with a twelve-month term. Pursuant to the agreement, the Company agreed to issue 2,500,000 shares of common stock in exchange for management consulting and strategic business advisory services. On October 3, 2022, the Company issued 2,500,000 shares of common stock with a fair value of $27,500 pursuant to the agreement (Note 8(a)). As at December 31, 2022, the Company recognized $19,419 (September 30, 2022 - $nil) in prepaid expenses and deposits. During the three months ended December 31, 2022, the Company recognized consulting fees of $6,951 (2021 - $nil) pursuant to the agreement. (h) On November 28, 2022, the Company entered into a product endorsement agreement with Tyrell Crosby for an eighteen-month term. Pursuant to the agreement, the Company agreed to issue 10,000,000 shares of common stock in exchange for product endorsement services. On December 14, 2022, the Company issued 10,000,000 shares of common stock with a fair value of $50,000 pursuant to the agreement (Note 8(b)). As at December 31, 2022, the Company recognized $46,898 (September 30, 2022 - $nil) in prepaid expenses and deposits. During the three months ended December 31, 2022, the Company recognized consulting fees of $3,102 (2021 - $nil) pursuant to the agreement. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | 13. Subsequent Events (a) Subsequent to the three months ended December 31, 2022, the Company terminated the MOU described in Note 11. The advance of $88,850 was converted into a note bearing no interest until September 30, 2025. (b) Subsequent to the three months ended December 31, 2022, a total of 17,672,500 share purchase warrants with an exercise price of $0.05 per share expired unexercised. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 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 BC 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) | 3 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | December 31, 2022 $ September 30, 2022 $ Accounts payable 684,679 644,970 Accrued interest payable 98,533 79,906 783,212 724,876 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Derivative Liabilities | |
Schedule of Derivative Liability | Balance, September 30, 2022 271,394 Change in fair value of embedded conversion option (160,951 ) Balance, December 31, 2022 110,443 |
Schedule of analytical assumptions of derivatives | Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at September 30, 2022 161 % 3.33 % 0 % 0.26 As at December 31, 2022 217 % 4.38 % 0 % 0.22 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Share Purchase Warrants | |
Schedule of Share Purchase Warrants | Number of warrants Weighted average exercise price $ Balance, September 30, 2022 58,722,500 0.05 Expired (5,400,000 ) 0.05 Balance, December 31, 2022 53,322,500 0.05 |
Schedule of Warrants Outstanding | Number of warrants Exercise price Expiry date 300,000 $ 0.05 January 6, 2023 2,000,000 $ 0.05 January 7, 2023 2,000,000 $ 0.05 January 18, 2023 300,000 $ 0.05 January 25, 2023 6,000.000 $ 0.05 January 27, 2023 3,400,000 $ 0.05 January 28, 2023 2,800,000 $ 0.05 January 30, 2023 872,500 $ 0.05 February 13, 2023 350,000 $ 0.05 February 20, 2023 2,500,000 $ 0.05 April 5, 2023 600,000 $ 0.05 April 7, 2023 1,000,000 $ 0.05 April 12, 2023 2,250,000 $ 0.05 April 15, 2023 5,100,000 $ 0.05 July 1, 2023 500,000 $ 0.05 July 19, 2023 500,000 $ 0.05 July 24, 2023 2,000,000 $ 0.05 September 15, 2023 650,000 $ 0.05 January 19, 2024 4,800,000 $ 0.05 May 19, 2024 2,400,000 $ 0.05 May 20, 2024 10,000,000 $ 0.05 May 26, 2024 2,000,000 $ 0.05 May 27, 2024 1,000,000 $ 0.05 May 30, 2024 53,322,500 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Nature of Business and Continuance of Operations | |||
Working Capital Deficit | $ 1,707,174 | ||
Accumulated deficit | (12,614,269) | $ (12,574,895) | |
Net loss | (39,374) | $ 18,724 | |
Net cash used in operating activities | $ (19,499) | $ (148,530) |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 |
Accounts Payable and Accrued Liabilities | ||
Accounts payable | $ 684,679 | $ 644,970 |
Accrued interest payable | 98,533 | 79,906 |
Accounts Payable and Accrued Liabilities | $ 783,212 | $ 724,876 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | 3 Months Ended | 12 Months Ended | |||
Jan. 14, 2020 USD ($) | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) shares | Dec. 31, 2022 CAD ($) | Aug. 02, 2022 USD ($) shares | |
Financing costs | $ 3,000 | ||||
Convertible note debt | $ 78,000 | ||||
Due date of note | January 14, 2021 | ||||
Rate of interest | 12% | ||||
Increased Rate of interest | 15% | ||||
Convertible note payable | $ 75,000 | ||||
Due to related party | $ 90,584 | 90,221 | |||
Convertible note payable | 21,885 | 17,799 | |||
Loan payable | 128,593 | 99,077 | |||
Promissory Note Nov. 22, 2019 [Member] | |||||
Promissory Note with unrelated party | $ 40,000 | ||||
Interest rate | 10% | ||||
Accured Interest Payable | $ 12,415 | 11,408 | |||
Loan Payable April 22, 2020 [Member] | |||||
Loan payable | 29,516 | 29,252 | |||
CANADA | Loan Payable April 22, 2020 [Member] | |||||
Loan Receivable | $ 40,000 | ||||
Preferred Stocks [Member] | |||||
Loans payable | 40,000 | 40,000 | |||
Due to related party | 59,077 | 59,077 | |||
Interest payable | $ 25,447 | 23,664 | |||
Shares of common stock received | shares | 660,300 | ||||
Convertible note payable | $ 59,077 | ||||
Derivative liability | $ 163,760 | ||||
Default penalty | $ 53,007 | ||||
Common stock fair value | shares | 660,300 | ||||
Recovery of default penalties | $ 4,606 | ||||
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$10,000 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||
Apr. 04, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 11, 2022 | Oct. 13, 2020 | Jan. 14, 2020 | |
Unamortized discount | $ 5,183 | $ 9,269 | |||||||
Carrying value of convertible notes | 21,885 | $ 17,799 | |||||||
Accretion Expense | $ 4,086 | $ 1,799 | |||||||
Convertible notes | $ 78,000 | ||||||||
Due date of note | January 14, 2021 | ||||||||
Rate of interest | 12% | ||||||||
Common Stock, Par Value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
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 | ||||||||
January 22, 2020 [Member] | Unrelated party [Member] | |||||||||
Carrying value of convertible notes | $ 78,750 | $ 78,750 | |||||||
Accretion Expense | $ 78,250 | ||||||||
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 | ||||||||
Fair value of the derivative liability | $ 104,676 | 260,908 | |||||||
Beneficial conversion feature | 75,179 | ||||||||
Convertible notes | 78,750 | ||||||||
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 | ||||||||
Reduced carrying value of convertible note | 500 | ||||||||
March 11 2022 [Member] | Convertible Note [Member] | |||||||||
Carrying value of convertible notes | 14,989 | ||||||||
Accretion Expense | 5,253 | $ 0 | |||||||
Fair value of the derivative liability | 5,767 | 10,486 | |||||||
Beneficial conversion feature | 15,011 | ||||||||
Convertible notes | $ 28,742 | 23,489 | $ 30,000 | ||||||
Rate of interest | 10% | ||||||||
Face value of convertible notes | $ 30,000 | ||||||||
Remaining debt discount | 1,258 | 6,511 | |||||||
November 2, 2022 [Member] | Unrelated party [Member] | |||||||||
Unamortized discount | 3,418 | 0 | |||||||
Carrying value of convertible notes | 46,582 | $ 0 | |||||||
Accretion Expense | $ 1,582 | $ 0 | |||||||
Description of conversion of convertible notes | The note may be converted at any time after 120 days following the date of issuance into shares of Company’s common stock at a conversion price equal 57.5% of the average of the 3 lowest trading prices during the 15-trading day period prior to the conversion date | ||||||||
Fair value of the derivative liability | $ 0 | ||||||||
Proceeds from convertible debt | $ 50,000 | ||||||||
Due date of note | May 1, 2023 | ||||||||
Rate of interest | 10% | ||||||||
Rate of interest on unpaid balance after default of note | 22% | ||||||||
Rate of stringent pre-payment | 25% |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 3 Months Ended |
Dec. 31, 2022 USD ($) | |
Derivative Liabilities | |
Derivative Liability, beginning | $ 271,394 |
Change in fair value of embedded conversion option | (160,951) |
Derivative Liability, ending | $ 110,443 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - Derivative Liability [Member] | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Sep. 30, 2022 | |
Expected volatility | 217% | 161% |
Risk-free interest rate | 4.38% | 3.33% |
Expected dividend yield | 0% | 0% |
Expected life | 2 months 19 days | 3 months 3 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | |
Due to Related Parties | $ 665,293 | $ 641,915 | ||
President [Member] | ||||
Due to Related Parties | 611,057 | 588,165 | ||
Consulting Fees | 23,491 | 23,808 | ||
President [Member] | CANADA | ||||
Due to Related Parties | $ 828,105 | $ 804,285 | ||
Father of President [Member] | ||||
Due to Related Parties | 54,236 | 53,750 | ||
Father of President [Member] | CANADA | ||||
Due to Related Parties | 73,500 | 73,500 | ||
Father of President One [Member] | ||||
Due to Related Parties | $ 40,584 | 40,221 | ||
Interest rate | 10% | |||
Accrued interest | $ 2,386 | 331 | ||
Father of President One [Member] | CANADA | ||||
Due to Related Parties | 55,000 | 55,000 | ||
Accrued interest | 3,233 | 452 | ||
Company Controller By Chief Financial Officer [Member] | ||||
Due to Related Parties | 534,613 | 509,610 | ||
Consulting Fees | 23,491 | 23,808 | ||
Company Controller By Chief Financial Officer [Member] | CANADA | ||||
Due to Related Parties | $ 724,508 | $ 696,866 | ||
Father of President Two [Member] | ||||
Due to Related Parties | $ 50,000 | 50,000 | ||
Interest rate | 10% | |||
Accrued interest | $ 2,932 | 387 | ||
Father of President Three [Member] | ||||
Due to Related Parties | 25,236 | 25,010 | ||
Father of President Three [Member] | CANADA | ||||
Due to Related Parties | $ 34,200 | $ 34,200 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Proceeds from issuance of common stock | $ 0 | $ 92,000 |
October 21, 2021 [Member] | ||
Proceeds from issuance of common stock | $ 100,000 | |
Common stock shares issued for services, shares | 4,000,000 | |
Common stock shares issued for services, amount | $ 8,000 | |
Common stock shares issued price per share | $ 0.025 | |
October 3, 2022 [Member] | ||
Common stock shares issued for services, shares | 2,500,000 | |
Common stock shares issued for services, amount | $ 27,500 | |
December 14, 2022 | ||
Common stock shares issued for services, shares | 10,000,000 | |
Common stock shares issued for services, amount | $ 50,000 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Dec. 31, 2022 | Sep. 30, 2022 | Oct. 14, 2020 | Oct. 13, 2020 |
Preferred stock authorized | 1,000,000 | 1,000,000 | 1,000,000 | |
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |
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 | |
Issuance Of preferred stock, shares | 10,000 | 10,000 | ||
Issuance Of preferred stock, value | $ 10 | $ 10 | ||
Series A Super Voting Preferred Stock [Member] | ||||
Issuance Of preferred stock, shares | 10,000 | |||
Issuance Of preferred stock, value | $ 10 | |||
Preferred Stock designated | 10,000 |
Share Purchase Warrants (Detail
Share Purchase Warrants (Details) - Warrant [Member] | 3 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Beginning Balance | shares | 58,722,500 |
Expired | shares | (5,400,000) |
Ending Balance | shares | 53,322,500 |
Weighted average exercise price, beginning | $ / shares | $ 0.05 |
Weighted average exercise price,Expired | $ / shares | 0.05 |
Weighted average exercise price, ending | $ / shares | $ 0.05 |
Share Purchase Warrants (Deta_2
Share Purchase Warrants (Details 1) | 3 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of warrants | 53,322,500 |
Warrants Sixteen [Member] | |
Number of warrants | 500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 24, 2023 |
Warrants Seventeen [Member] | |
Number of warrants | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | September 15, 2023 |
Warrants Nineteen [Member] | |
Number of warrants | 4,800,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 19, 2024 |
Warrants Twenty One [Member] | |
Number of warrants | 10,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 26, 2024 |
Warrants Twenty [Member] | |
Number of warrants | 2,400,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 20, 2024 |
Warrants Eighteen [Member] | |
Number of warrants | 650,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 19, 2024 |
Warrants Twenty Two [Member] | |
Number of warrants | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 27, 2024 |
Warrants Twenty Three [Member] | |
Number of warrants | 1,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 30, 2024 |
Warrant One [Member] | |
Number of warrants | 300,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 6, 2023 |
Warrant Two [Member] | |
Number of warrants | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 7, 2023 |
Warrant Three [Member] | |
Number of warrants | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 18, 2023 |
Warrant Four [Member] | |
Number of warrants | 300,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 25, 2023 |
Warrant Five [Member] | |
Number of warrants | 6,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 27, 2023 |
Warrant Six [Member] | |
Number of warrants | 3,400,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 28, 2023 |
Warrant Seven [Member] | |
Number of warrants | 2,800,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 30, 2023 |
Warrant Eight [Member] | |
Number of warrants | 872,500 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | February 13, 2023 |
Warrant Nine [Member] | |
Number of warrants | 350,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | February 20, 2023 |
Warrant Ten [Member] | |
Number of warrants | 2,500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 5, 2023 |
Warrant Eleven [Member] | |
Number of warrants | 600,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 7, 2023 |
Warrants Twelve [Member] | |
Number of warrants | 1,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 12, 2023 |
Warrants Thirteen [Member] | |
Number of warrants | 2,250,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 15, 2023 |
Warrants Fourteen [Member] | |
Number of warrants | 5,100,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 1, 2023 |
Warrants Fifteen [Member] | |
Number of warrants | 500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 19, 2023 |
Memorandum of Understanding (De
Memorandum of Understanding (Details Narrative) - M O U [Member] - USD ($) | 1 Months Ended | ||
Jul. 25, 2021 | Dec. 31, 2022 | Sep. 30, 2022 | |
Amount advanced | $ 88,850 | $ 88,850 | |
Acquisition price | $ 2,400,000 |
Commitments and Contigency (Det
Commitments and Contigency (Details Narrative) | 1 Months Ended | 3 Months Ended | ||||||||||||||
Sep. 13, 2022 | Sep. 08, 2022 | May 02, 2022 | May 14, 2021 | Jan. 25, 2019 USD ($) shares | Jan. 25, 2019 CAD ($) shares | Sep. 15, 2022 | May 20, 2022 | Sep. 23, 2021 | Nov. 22, 2019 USD ($) shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) | Dec. 14, 2022 shares | Oct. 03, 2022 shares | Sep. 30, 2022 USD ($) shares | Mar. 10, 2021 USD ($) | |
Lieu of Complaint notice amount | $ 40,504 | |||||||||||||||
Lieu of Complaint notice Interest rate | 10% | |||||||||||||||
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 plaintiff filed for an oral argument which was heard by the State of New York Supreme Court on September 15, 2022 and is pending a final decision. The Company believes that the claim has no merit and intends to defend its position vigorously | |||||||||||||||
Consulting Fee | $ 139,905 | $ 139,528 | ||||||||||||||
Number of common share issued | shares | 454,760,969 | 442,260,969 | ||||||||||||||
Advances from Alliance Growers Corp | $ 55,342 | $ 54,847 | ||||||||||||||
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 | 55,342 | 54,847 | ||||||||||||||
Option consideration | $ 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 May 2, 2022 [Member] | ||||||||||||||||
Consulting Fee | 15,191 | 0 | ||||||||||||||
Agreement descriptions | the Company issued 7,000,000 shares of common stock with a fair value of $84,700 pursuant to the agreement | |||||||||||||||
Prepaid expenses and deposits | 15,191 | |||||||||||||||
Fair value | $ 84,700 | |||||||||||||||
Common stock shares issued consulting services | shares | 7,000,000 | |||||||||||||||
Consulting Agreement May 20, 2022 [Member] | ||||||||||||||||
Consulting Fee | $ 21,481 | 0 | ||||||||||||||
Agreement descriptions | the Company agreed to issue 9,000,000 shares of common stock in exchange for public relations and communications services | |||||||||||||||
Prepaid expenses and deposits | 0 | 21,481 | ||||||||||||||
Fair value | $ 80,000 | |||||||||||||||
Common stock shares issued consulting services | shares | 9,000,000 | |||||||||||||||
Common stock shares issued Fair value | $ 81,000 | |||||||||||||||
Consulting Agreement Sep 8, 2022 [Member] | ||||||||||||||||
Agreement descriptions | the Company issued 9,500,000 shares of common stock with a fair value of $85,500 pursuant to the agreement | the Company agreed to issue 9,500,000 shares of common stock in exchange for corporate development, investor, media, public relations, and marketing services | ||||||||||||||
Prepaid expenses and deposits | 31,072 | 75,050 | ||||||||||||||
Consulting Fee | 43,978 | 0 | ||||||||||||||
Consulting Agreement Sep 15, 2022 [Member] | ||||||||||||||||
Agreement descriptions | the Company agreed to issue 2,500,000 shares of common stock in exchange for management consulting and strategic business advisory services. On October 3, 2022, the Company issued 2,500,000 shares of common stock with a fair value of $27,500 pursuant to the agreement (Note 8(a)) | |||||||||||||||
Prepaid expenses and deposits | 19,419 | 0 | ||||||||||||||
Consulting Fee | 6,951 | 0 | ||||||||||||||
Number of common share issued | shares | 2,500,000 | |||||||||||||||
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 | |||||||||||||||
Consulting Agreement November 28, 2022 [Member] | ||||||||||||||||
Agreement descriptions | the Company agreed to issue 10,000,000 shares of common stock in exchange for product endorsement services. On December 14, 2022, the Company issued 10,000,000 shares of common stock with a fair value of $50,000 pursuant to the agreement (Note 8(b)) | |||||||||||||||
Prepaid expenses and deposits | 46,898 | $ 0 | ||||||||||||||
Consulting Fee | $ 3,102 | $ 0 | ||||||||||||||
Number of common share issued | shares | 10,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | 3 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Subsequent Events | |
Convertible promissory note | $ | $ 88,850 |
Class of Warrant or Right, Expired | shares | 17,672,500 |
Exercise price | $ / shares | $ 0.05 |