Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2023 | May 19, 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 | Mar. 31, 2023 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
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 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, 2023 | Sep. 30, 2022 |
Current assets | ||
Cash | $ 7,386 | $ 8,016 |
Amounts receivable | 569 | 383 |
Inventory (Note 3) | 9,543 | 0 |
Prepaid expenses and deposits (Note 14(d)) | 56,640 | 200,572 |
Total current assets | 74,138 | 208,971 |
Promissory note receivable (Note 4) | 88,850 | 0 |
Total assets | 162,988 | 208,971 |
Current liabilities | ||
Accounts payable and accrued liabilities (Notes 5 and 9) | 799,612 | 724,876 |
Advances from Alliance Growers Corp. (Note 14(a)) | 55,466 | 54,847 |
Loans payable (Note 6) | 128,659 | 99,077 |
Convertible notes - current portion, net of unamortized discount of $11,904 and $15,780, respectively (Note 7) | 173,914 | 120,038 |
Derivative liabilities (Notes 7 and 8) | 172,092 | 271,394 |
Due to related parties (Note 9) | 730,744 | 641,915 |
Total current liabilities | 2,060,487 | 1,912,147 |
Loans payable (Note 6) | 0 | 29,252 |
Loans payable to related parties (Note 9) | 90,675 | 90,221 |
Total liabilities | 2,151,162 | 2,031,620 |
Stockholders' deficit | ||
Preferred stock Authorized: 1,000,000 shares, $0.001 par value; 10,000 shares issued and outstanding (Note 11) | 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 10) | 454,761 | 442,261 |
Common stock issuable | 0 | 1,130 |
Additional paid-in capital (Note 10) | 10,326,777 | 10,261,777 |
Accumulated other comprehensive income | 79,214 | 93,753 |
Accumulated deficit | (12,802,251) | (12,574,895) |
Total Pharmagreen Biotech Inc. stockholders' deficit | (1,941,489) | (1,775,964) |
Non-controlling interest | (46,685) | (46,685) |
Total stockholders' deficit | (1,988,174) | (1,822,649) |
Total liabilities and stockholders' deficit | $ 162,988 | $ 208,971 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Condensed Consolidated Balance Sheets | ||
Convertible Notes, Unamortized Discount, Current | $ 11,904 | $ 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 | 6 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | |
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) | ||||
Revenue | $ 963 | $ 0 | $ 963 | $ 0 |
Cost of sales | 985 | 0 | 985 | 0 |
Gross loss | (22) | 0 | (22) | 0 |
Expenses | ||||
Advertising and promotion | 12,656 | 0 | 12,656 | 0 |
Consulting fees (Note 9 and 14) | 84,128 | 424,363 | 224,033 | 563,891 |
Foreign exchange gain | (717) | (3,657) | (3,564) | (3,081) |
General and administrative | 14,426 | 20,904 | 32,182 | 48,117 |
Professional fees | 7,887 | 12,115 | 32,359 | 43,574 |
Salaries and wages | 1,847 | 5,135 | 3,654 | 10,019 |
Total expenses | 120,227 | 458,860 | 301,320 | 662,520 |
Net loss before other income (expenses) | (120,249) | (458,860) | (301,342) | (662,520) |
Accretion of discount on convertible notes (Note 7) | (42,455) | (2,893) | (53,376) | (4,692) |
Interest and finance costs (Note 6 and 7) | (8,129) | (10,071) | (16,440) | (20,162) |
Gain (loss) on change in fair value of derivative liabilities (Note 8) | (17,149) | (563,917) | 143,802 | (329,643) |
Total other income (expense), net | (67,733) | (576,881) | 73,986 | (354,497) |
Net loss | (187,982) | (1,035,741) | (227,356) | (1,017,017) |
Less: net loss attributable to non-controlling interest | 0 | 0 | 0 | 0 |
Net loss attributable to Pharmagreen Biotech Inc. | (187,982) | (1,035,741) | (227,356) | (1,017,017) |
Foreign currency translation loss | (2,434) | (17,470) | (14,539) | (19,933) |
Comprehensive loss attributable to Pharmagreen Biotech Inc. | $ (190,416) | $ (1,053,211) | $ (241,895) | $ (1,036,950) |
Basic and diluted loss per share attributable to Pharmagreen Biotech Inc. stockholders | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average number of shares outstanding used in the calculation of net loss per share attributable to Pharmagreen Biotech Inc. | $ 454,760,969 | $ 394,410,713 | $ 450,598,881 | $ 389,278,687 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders Deficit (Unaudited) - USD ($) | Total | Preferred Stock | Common Stock | Common Stock Issuable | Additional Paid-In Capital | Accumulated other comprehensive income (loss) | Retained Earnings (Accumulated Deficit) | Noncontrolling Interest |
Balance, shares at Sep. 30, 2021 | 10,000 | 381,171,269 | ||||||
Balance, amount at Sep. 30, 2021 | $ (1,692,700) | $ 10 | $ 381,171 | $ 0 | $ 9,680,572 | $ (8,378) | $ (11,699,417) | $ (46,658) |
Issuance of shares for cash, net of issuance costs, shares | 4,000,000 | |||||||
Issuance of shares for cash, net of issuance costs, amount | 92,000 | 0 | $ 4,000 | 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 | 10,000 | 385,171,269 | ||||||
Balance, Amount at Dec. 31, 2021 | (1,584,439) | $ 10 | $ 385,171 | 0 | 9,768,572 | (10,841) | (11,680,693) | (46,658) |
Foreign currency translation loss | (17,470) | 0 | 0 | 0 | 0 | (17,470) | 0 | 0 |
Net income 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 | 0 | $ 1,450 | 0 | 25,050 | 0 | 0 | 0 |
Issuance of shares for services, shares | 10,600,000 | |||||||
Issuance of shares for services, amount | 208,700 | $ 0 | $ 10,600 | 0 | 198,100 | 0 | 0 | 0 |
Balance, shares at Mar. 31, 2022 | 10,000 | 397,221,269 | ||||||
Balance, Amount at Mar. 31, 2022 | (2,402,450) | $ 10 | $ 397,221 | 9,991,722 | (28,311) | (12,716,434) | (46,658) | |
Balance, shares at Sep. 30, 2022 | 10,000 | 442,260,969 | ||||||
Balance, amount at Sep. 30, 2022 | (1,822,649) | $ 10 | $ 442,261 | 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 | $ 0 | $ 12,500 | (1,130) | 65,000 | 0 | 0 | 0 |
Balance, shares at Dec. 31, 2022 | 10,000 | 454,760,969 | ||||||
Balance, Amount at Dec. 31, 2022 | (1,797,758) | $ 10 | $ 454,761 | 0 | 10,326,777 | 81,648 | (12,614,269) | (46,685) |
Balance, shares at Sep. 30, 2022 | 10,000 | 442,260,969 | ||||||
Balance, amount at Sep. 30, 2022 | (1,822,649) | $ 10 | $ 442,261 | 1,130 | 10,261,777 | 93,753 | (12,574,895) | (46,685) |
Net income for the period | (227,356) | |||||||
Balance, shares at Mar. 31, 2023 | 10,000 | 454,760,969 | ||||||
Balance, Amount at Mar. 31, 2023 | (1,988,174) | $ 10 | $ 454,761 | 0 | 10,326,777 | 79,214 | (12,802,251) | (46,658) |
Balance, shares at Dec. 31, 2022 | 10,000 | 454,760,969 | ||||||
Balance, amount at Dec. 31, 2022 | (1,797,758) | $ 10 | $ 454,761 | 0 | 10,326,777 | 81,648 | (12,614,269) | (46,685) |
Foreign currency translation loss | (2,434) | 0 | 0 | 0 | 0 | (2,434) | 0 | 0 |
Net loss for the period | (187,982) | $ 0 | $ 0 | 0 | 0 | 0 | (187,982) | 0 |
Balance, shares at Mar. 31, 2023 | 10,000 | 454,760,969 | ||||||
Balance, Amount at Mar. 31, 2023 | $ (1,988,174) | $ 10 | $ 454,761 | $ 0 | $ 10,326,777 | $ 79,214 | $ (12,802,251) | $ (46,658) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
OPERATING ACTIVITIES | ||
Net loss | $ (227,356) | $ (1,017,017) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Accretion of discount on convertible notes | 53,376 | 4,692 |
(Gain) loss on change in fair value of derivative liabilities | (143,802) | 329,643 |
Common stock issued or issuable for services | 76,370 | 429,003 |
Changes in non-cash operating assets and liabilities: | ||
Amounts receivable | (186) | 220 |
Prepaid expenses and deposits | 55,082 | (68,100) |
Inventory | (9,543) | 0 |
Accounts payable and accrued liabilities | 69,736 | 61,791 |
Due to related parties | 72,559 | 55,450 |
Net cash used in operating activities | (53,764) | (204,318) |
FINANCING ACTIVITIES | ||
Proceeds from issuance of convertible note | 50,000 | 30,000 |
Proceeds from issuance of shares | 0 | 118,500 |
Proceeds from loans from related party | 16,270 | 66,912 |
Repayment of loans from related parties | 0 | (14,846) |
Net cash provided by financing activities | 66,270 | 200,566 |
Effect of foreign exchange rate changes on cash | (13,136) | (18,503) |
Change in cash | (630) | (22,255) |
Cash, beginning of period | 8,016 | 25,300 |
Cash, end of period | 7,386 | 3,045 |
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, 2023 | |
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. In 2022, the cannabis market in California and other states entered into a regression stage with the prices of the sun grown raw materials dropping below production costs including diminished demand for the sun grown material. Focusing on immediate revenues since Q2 2023, the Company has transitioned into a nutraceutical company formulating products from blends of therapeutic plants and fungi for sale. 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, 2023, the Company has earned insignificant revenues from operations, has a working capital deficit of $1,986,349, and has an accumulated deficit of $12,802,251. During the six months ended March 31, 2023, the Company incurred a net loss of $227,356 and used cash flows for operations of $53,764. Furthermore, the Company has defaulted on other convertible notes. These factors raise substantial doubt about or regarding 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. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies (a) Interim Financial Statements These unaudited condensed consolidated financial statements as of and for the three and six month periods ended March 31, 2023, have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. 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 US GAAP 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 dormant 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 US GAAP 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) Derivative Liabilities The Company reviews the terms of convertible debt issuances to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. The Company has adopted a sequencing approach to allocating its authorized and unissued shares when the number of such shares is insufficient to satisfy all convertible instruments or option type contracts that may be settled in shares. Specifically, the Company allocates it authorized and unissued shares based on the inception date of each instrument, with shares allocated first to those instruments with the earliest inception dates. Instruments with later inception dates for which no shares remain to be allocated are reclassified to asset or liability. (e) Revenue Recognition The Company generates revenues from its proprietary blend of therapeutic plants and fungi, a nutraceutical wellness product. The Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The transaction price is based on the consideration that the Company expects to receive in exchange for its products and includes the fixed per-unit price of the product and variable consideration in the form of trade credits, vouchers, and rebates. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer. (f) Loss Per Share The Company computes loss per share in accordance with ASC 260, " Earnings per Share (g) 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. |
Inventory
Inventory | 6 Months Ended |
Mar. 31, 2023 | |
Inventory | |
Inventory | 3. Inventory Inventory consisted of finished goods held with third party distributors. At March 31, 2023, the carrying value of inventory was $9,543. |
Promissory Note Receivable
Promissory Note Receivable | 6 Months Ended |
Mar. 31, 2023 | |
Promissory Note Receivable | |
Promissory Note Receivable | 4. Promissory Note Receivable On February 5, 2023, the Company terminated the Memorandum of Understanding (“MOU”) described in Note 13. The advance of $88,850 was converted into a promissory note receivable bearing no interest until September 30, 2025. The Company determines the allowance for credit loss (“ACL”) for loans receivable based on past loan loss experience, known and inherent risks, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), and economic conditions. The process is inherently subject to significant change as it required material estimates. As at March 31, 2023, and September 30, 2022, the Company had $nil and $88,850, respectively, of loan receivable and no related ACL recorded, respectively. |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 6 Months Ended |
Mar. 31, 2023 | |
Accounts Payable and Accrued Liabilities | |
Accounts Payable and Accrued Liabilities | 5. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consists of the following: March 31, 2023 $ September 30, 2022 $ Accounts payable 690,714 644,970 Accrued interest payable 108,898 79,906 799,612 724,876 |
Loans Payable
Loans Payable | 6 Months Ended |
Mar. 31, 2023 | |
Loans Payable | |
Loans Payable | 6. 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 March 31, 2023, the Company has recorded accrued interest payable of $13,402 (September 30, 2022 - $11,408) and the promissory note is in default. Refer to Note 14(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 March 31, 2023, the balance owing is $29,582 (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 SEC 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 March 31,2023, the principal balance owing is $59,077 (September 30, 2022 - $59,077) and the Company has recorded interest payable of $27,190 (September 30, 2022 - $23,664). |
Convertible Notes
Convertible Notes | 6 Months Ended |
Mar. 31, 2023 | |
Convertible Notes | |
Convertible Notes | 7. Convertible Notes (a) On April 4, 2018, the amount of $32,485 owed to related parties was converted to Series A convertible notes, which are unsecured, non-interest bearing, and due on April 4, 2023. These notes are convertible in whole or in part, at any time until maturity, to common shares of the Company at $0.0001 per share. The outstanding balance remaining at maturity shall bear interest at 12% per annum until fully paid. The Company evaluated the convertible notes for a beneficial conversion feature in accordance with ASC 470-20 Debt with Conversion and Other Options During the year ended September 30, 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 of March 31, 2023, the carrying value of the convertible notes was $26,800 (September 30, 2022 - $17,799) and had an unamortized discount of $268 (September 30, 2022 - $9,269). During the six months ended March 31, 2023, the Company recorded accretion expense of $9,001 (2022 - $3,963). (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 and is currently in default. As at March 31, 2023, the carrying value of the convertible note was $78,750 (September 30, 2022 - $78,750) and the fair value of the derivative liability was $112,616 (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 March 31, 2023, the carrying value of the convertible notes was $30,000 (September 30, 2022 - $23,489), had an unamortized discount of $nil (September 30, 2022 - $6,511), and the fair value of the derivative liability was $12,845 (September 30, 2022 - $10,486). During the six months ended March 31, 2023, the Company recorded accretion expense of $6,512 (2022 - $729). On January 18, 2023, the Company failed to repay the note upon maturity and is currently in default. (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 (subsequently defaulted upon maturity) 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 March 2, 2023, which was 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. On March 2, 2023, the Company evaluated the conversion option for derivative treatment under ASC 815-15, Derivatives and Hedging As of March 31, 2023, the carrying value of the convertible notes was $38,364 (September 30, 2022 - $nil), had an unamortized discount of $11,636 (September 30, 2022 - $nil), and the fair value of the derivative liability was $46,631. During the six months ended March 31, 2023, the Company recorded accretion expense of $37,863 (2022 - $nil). |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Mar. 31, 2023 | |
Derivative Liabilities | |
Derivative Liabilities | 8. Derivative Liabilities The embedded conversion option of the Company’s convertible notes described in Note 7 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 Additions 48,419 Change in fair value of embedded conversion option (147,721 ) Balance, March 31, 2023 172,092 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 inputs and assumptions used in the calculations: Exercise price Stock price on measurement date Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at September 30, 2022 $ 0.0038 $ 0.01 161 % 3.33 % 0 % 0.26 As at March 31, 2023 $ 0.0036 $ 0.0048 190 % 4.82 % 0 % 0.08 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2023 | |
Related Party Transactions | |
Related Party Transactions | 9. Related Party Transactions (a) As at March 31, 2023, the Company owed $676,388 (Cdn$914,605) (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 six months ended March 31, 2023, the President of the Company provided an advance of $16,270 (Cdn$22,000) to the Company and the Company incurred consulting fees of $44,289 (2022 - $47,495) to the President of the Company. (b) As at March 31, 2023, the Company owed $54,356 (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 March 31, 2023, the Company owed $40,675 (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 March 31, 2023, the Company recognized accrued interest of $3,388 (Cdn$4,581) (September 30, 2022 – $331 (Cdn$452)). (d) As at March 31, 2023, 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 March 31, 2023, the Company recognized accrued interest of $4,164 (September 30, 2022 - $387). (e) As at March 31, 2023, the Company owed $25,292 (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 March 31, 2023, the Company owed $557,560 (Cdn$753,928) (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 six months ended March 31, 2023, the Company incurred consulting fees of $44,289 (2022 - $47,495) to the company controlled by the Chief Financial Officer of WFS. |
Common Stock
Common Stock | 6 Months Ended |
Mar. 31, 2023 | |
Common Stock | |
Common Stock | 10. Common Stock Six months ended March 31, 2023 (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 14(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 14(h)). Six months ended March 31, 2022 (c) 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. (d) 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. (e) On January 19, 2022, the Company issued 800,000 shares of common stock at $0.025 per share for proceeds of $20,000. (f) 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. (g) 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. (h) 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. (i) 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. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Mar. 31, 2023 | |
Common Stock | |
Preferred Stock | 11. 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 | 6 Months Ended |
Mar. 31, 2023 | |
Share Purchase Warrants | |
Share Purchase Warrants | 12. 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 (23,422,500 ) 0.05 Balance, March 31, 2023 35,300,000 0.05 As at March 31, 2023, the following share purchase warrants were outstanding: Number of warrants Exercise price Expiry date 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 35,300,000 |
Memorandum of Understanding
Memorandum of Understanding | 6 Months Ended |
Mar. 31, 2023 | |
Memorandum of Understanding | |
Memorandum of Understanding | 13. 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. 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. On February 5, 2023, the Company terminated the MOU. The advance of $88,850 was converted into a note bearing no interest until September 30, 2025 (Note 4). |
Commitments and Contigency
Commitments and Contigency | 6 Months Ended |
Mar. 31, 2023 | |
Commitments and Contigency | |
Commitments and Contigency | 14. 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, 2023, the Company received advances of $55,466 (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 6(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) 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 March 31, 2023, the Company recognized $nil (September 30, 2022 - $15,191) in prepaid expenses and deposits. During the six months ended March 31, 2023, the Company recognized consulting fees of $15,191 (2022 - $nil) pursuant to the agreement. (d) 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 March 31, 2023, the Company recognized $nil (September 30, 2022 - $21,481) in prepaid expenses and deposits. During the six months ended March 31, 2023, the Company recognized consulting fees of $21,481 (2022 - $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 March 31, 2023, the Company recognized $nil (September 30, 2022 - $75,050) in prepaid expenses and deposits. During the six months ended March 31, 2023, the Company recognized consulting fees of $75,050 (2022 - $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 10(a)). As at March 31, 2023, the Company recognized $12,619 (September 30, 2022 - $nil) in prepaid expenses and deposits. During the six months ended March 31, 2023, the Company recognized consulting fees of $13,751 (2022 - $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 10(b)), which are restricted for sale until 6 months from the issuance date. As at March 31, 2023, the Company recognized $38,687 (September 30, 2022 - $nil) in prepaid expenses and deposits. During the six months ended March 31, 2023, the Company recognized consulting fees of $11,313 (2022 - $nil) pursuant to the agreement. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | 15. Subsequent Event Subsequent to March 31, 2023, a total of 6,350,000 share purchase warrants with an exercise price of $0.05 per share expired unexercised. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Interim Financial Statements | These unaudited condensed consolidated financial statements as of and for the three and six month periods ended March 31, 2023, have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and the interim reporting rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s latest Annual Report filed with the SEC on Form 10-K. 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 US GAAP 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 dormant 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 US GAAP 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. |
Derivative Liabilities | The Company reviews the terms of convertible debt issuances to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. Bifurcated embedded derivatives are initially recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to interest expense. The Company has adopted a sequencing approach to allocating its authorized and unissued shares when the number of such shares is insufficient to satisfy all convertible instruments or option type contracts that may be settled in shares. Specifically, the Company allocates it authorized and unissued shares based on the inception date of each instrument, with shares allocated first to those instruments with the earliest inception dates. Instruments with later inception dates for which no shares remain to be allocated are reclassified to asset or liability. |
Revenue Recognition | The Company generates revenues from its proprietary blend of therapeutic plants and fungi, a nutraceutical wellness product. The Company accounts for its revenue transactions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers The transaction price is based on the consideration that the Company expects to receive in exchange for its products and includes the fixed per-unit price of the product and variable consideration in the form of trade credits, vouchers, and rebates. The per-unit price is based on the Company’s established wholesale acquisition cost less a contractually agreed upon distributor discount with the customer. |
Loss Per Share | The Company computes loss per share in accordance with ASC 260, " Earnings per Share |
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, 2023 | |
Accounts Payable and Accrued Liabilities | |
Schedule of Accounts Payable and Accrued Liabilities | March 31, 2023 $ September 30, 2022 $ Accounts payable 690,714 644,970 Accrued interest payable 108,898 79,906 799,612 724,876 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
Derivative Liabilities | |
Schedule of Derivative Liability | $ Balance, September 30, 2022 271,394 Additions 48,419 Change in fair value of embedded conversion option (147,721 ) Balance, March 31, 2023 172,092 |
Schedule of analytical assumptions of derivatives | Exercise price Stock price on measurement date Expected volatility Risk-free interest rate Expected dividend yield Expected life (in years) As at September 30, 2022 $ 0.0038 $ 0.01 161 % 3.33 % 0 % 0.26 As at March 31, 2023 $ 0.0036 $ 0.0048 190 % 4.82 % 0 % 0.08 |
Share Purchase Warrants (Tables
Share Purchase Warrants (Tables) | 6 Months Ended |
Mar. 31, 2023 | |
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 (23,422,500 ) 0.05 Balance, March 31, 2023 35,300,000 0.05 |
Schedule of Warrants Outstanding | Number of warrants Exercise price Expiry date 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 35,300,000 |
Nature of Business and Contin_2
Nature of Business and Continuance of Operations (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2022 | |
Nature of Business and Continuance of Operations | ||||||
Working Capital Deficit | $ 1,986,349 | |||||
Accumulated deficit | (12,802,251) | $ (12,574,895) | ||||
Net loss | $ (39,374) | $ (1,035,741) | $ 18,724 | (227,356) | ||
Net cash used in operating activities | $ (53,764) | $ (204,318) |
Significant Accounting Polici_3
Significant Accounting Policies (Details Narrative) - shares | Mar. 31, 2023 | Sep. 30, 2022 |
Significant Accounting Policies | ||
Potentially dilutive shares outstanding | 378,286,238 | 218,657,662 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Inventory | ||
Inventory | $ 9,543 | $ 0 |
Promissory Note Receivable (Det
Promissory Note Receivable (Details Narrative) - USD ($) | Mar. 31, 2023 | Feb. 05, 2023 | Sep. 30, 2022 |
Loan receivable | $ 88,850 | $ 0 | |
M O U [Member] | |||
Amount advanced | 88,850 | $ 88,850 | 88,850 |
Loan receivable | $ 0 | $ 88,850 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) | Mar. 31, 2023 | Sep. 30, 2022 |
Accounts Payable and Accrued Liabilities | ||
Accounts payable | $ 690,714 | $ 644,970 |
Accrued interest payable | 108,898 | 79,906 |
Accounts Payable and Accrued Liabilities | $ 799,612 | $ 724,876 |
Loans Payable (Details Narrativ
Loans Payable (Details Narrative) | 6 Months Ended | 12 Months Ended | ||||
Jan. 14, 2020 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Mar. 31, 2023 CAD ($) | Sep. 30, 2022 CAD ($) | Aug. 02, 2022 USD ($) shares | |
Due to related party | $ 730,744 | $ 641,915 | ||||
Convertible note payable | 26,800 | 17,799 | ||||
Loan Receivable | 88,850 | 0 | ||||
Convertible Notes Payable [Member] | ||||||
Due to related party | 59,077 | 59,077 | ||||
Interest payable | 27,190 | $ 23,664 | ||||
Shares of common stock received | shares | 660,300 | |||||
Convertible note payable | $ 75,000 | $ 59,077 | ||||
Increased Rate of interest | 15% | |||||
Rate of interest | 12% | |||||
Due date of note | January 14, 2021 | |||||
Convertible note debt | 78,000 | |||||
Financing costs | $ 3,000 | |||||
Derivative liability | $ 163,760 | |||||
Default penalty | $ 53,007 | |||||
Common stock fair value | shares | 660,300 | |||||
Recovery of default penalties | $ 4,606 | |||||
Loan Payable April 22, 2020 [Member] | CANADA | ||||||
Loans payable | $ 40,000 | $ 40,000 | ||||
Loan Receivable | $ 40,000 | |||||
Promissory Note Nov. 22, 2019 [Member] | ||||||
Promissory Note with unrelated party | $ 40,000 | |||||
Interest rate | 10% | |||||
Accured Interest Payable | $ 13,402 | 11,408 | ||||
Loan Payable April 22, 2020 [Member] | ||||||
Loan payable | $ 29,582 | $ 29,252 | ||||
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$10,000 |
Convertible Notes (Details Narr
Convertible Notes (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Apr. 04, 2018 | Mar. 31, 2023 | Mar. 31, 2022 | Sep. 30, 2020 | Sep. 30, 2022 | Oct. 13, 2020 | |
Carrying value of convertible notes | $ 26,800 | $ 17,799 | ||||
Unamortized discount | 268 | $ 9,269 | ||||
Accretion Expense | $ 9,001 | $ 3,963 | ||||
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 | $ 112,616 | 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 | 30,000 | |||||
Unamortized discount | 0 | 6,511 | ||||
Accretion Expense | 6,512 | 729 | ||||
Fair value of the derivative liability | 12,845 | 10,486 | ||||
Beneficial conversion feature | 15,011 | |||||
Convertible notes | $ 30,000 | 23,489 | ||||
Rate of interest | 10% | |||||
Face value of convertible notes | $ 30,000 | |||||
Reduced carrying value of convertible note | 14,989 | |||||
November 2, 2022 [Member] | Unrelated party [Member] | ||||||
Carrying value of convertible notes | 38,364 | 0 | ||||
Unamortized discount | 11,636 | $ 0 | ||||
Accretion Expense | $ 37,863 | $ 0 | ||||
Description of conversion of convertible notes | The note may be converted at any time after March 2, 2023, which was 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 | $ 46,631 | |||||
Beneficial conversion feature | 48,419 | |||||
Convertible notes | 50,000 | |||||
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% | |||||
Maximum intrinsic value of the embedded beneficial conversion feature | $ 44,500 | |||||
Loss on change in fair value of derivative | 3,919 | |||||
Reduced carrying value of convertible note | $ 500 |
Derivative Liabilities (Details
Derivative Liabilities (Details) | 6 Months Ended |
Mar. 31, 2023 USD ($) | |
Derivative Liabilities | |
Derivative Liability, beginning | $ 271,394 |
Change in fair value of embedded conversion option | (147,721) |
Additions | 48,419 |
Derivative Liability, ending | $ 172,092 |
Derivative Liabilities (Detai_2
Derivative Liabilities (Details 1) - $ / shares | 6 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Sep. 30, 2022 | |
Exercise price | $ 0.05 | |
Derivative Liability [Member] | ||
Expected volatility | 190% | 161% |
Exercise price | $ 0.0036 | $ 0.0038 |
Stock price on measurement date | $ 0.0048 | $ 0.01 |
Risk-free interest rate | 4.82% | 3.33% |
Expected dividend yield | 0% | 0% |
Expected life | 29 days | 3 months 3 days |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended | |||
Mar. 31, 2023 USD ($) | Mar. 31, 2023 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | |
Due to Related Parties | $ 90,675 | $ 90,221 | ||
President [Member] | ||||
Due to Related Parties | 676,388 | 588,165 | ||
Advance from Related parties | 16,270 | |||
Consulting Fees | 44,289 | 47,495 | ||
President [Member] | CANADA | ||||
Due to Related Parties | $ 914,605 | $ 804,285 | ||
Advance from Related parties | 22,000 | |||
Father of President [Member] | ||||
Due to Related Parties | 54,356 | 53,750 | ||
Father of President [Member] | CANADA | ||||
Due to Related Parties | 73,500 | 73,500 | ||
Father of President One [Member] | ||||
Due to Related Parties | $ 40,675 | 40,221 | ||
Interest rate | 10% | |||
Accrued interest | $ 3,388 | 331 | ||
Father of President One [Member] | CANADA | ||||
Due to Related Parties | 55,000 | 55,000 | ||
Accrued interest | 4,581 | 452 | ||
Father of President Two [Member] | ||||
Due to Related Parties | $ 50,000 | 50,000 | ||
Interest rate | 10% | |||
Accrued interest | $ 4,164 | 387 | ||
Father of President Three [Member] | ||||
Due to Related Parties | 25,292 | 25,010 | ||
Father of President Three [Member] | CANADA | ||||
Due to Related Parties | 34,200 | 34,200 | ||
Company Controller By Chief Financial Officer [Member] | ||||
Due to Related Parties | 557,560 | 509,610 | ||
Consulting Fees | $ 44,289 | $ 47,495 | ||
Company Controller By Chief Financial Officer [Member] | CANADA | ||||
Due to Related Parties | $ 753,928 | $ 696,866 |
Common Stock (Details Narrative
Common Stock (Details Narrative) 1 - USD ($) | 6 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Expiring month | 24 months | |
Proceeds from issuance of common stock | $ 0 | $ 118,500 |
Exercise price | $ 0.05 | |
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, amount | $ 50,000 | |
October 21, 2021 [Member] | ||
Common stock shares issued for services, shares | 4,000,000 | |
Common stock shares issued for services, amount | $ 100,000 | |
Common stock shares issued price per share | $ 0.025 | |
Common stock shares issued for Consultation services, amount | $ 8,000 | |
January 19, 2022 [Member] | ||
Common stock shares issued for services, shares | 650,000 | |
Common stock shares issued for services, amount | $ 6,500 | |
Common stock shares issued price per share | $ 0.01 | |
Februry 10, 2022 [Member] | ||
Common stock shares issued for services, shares | 1,000,000 | |
Common stock shares issued for services, amount | $ 17,000 | |
Convertible Notes Payable [Member] | ||
Proceeds from issuance of common stock | $ 20,000 | |
Common stock shares issued for services, shares | 800,000 | |
Common stock shares issued price per share | $ 0.025 | |
Convertible Notes Payable One [Member] | ||
Common stock shares issued for services, shares | 6,800,000 | |
Common stock shares issued for Consultation services, amount | $ 136,000 | |
Convertible Notes Payable Two [Member] | ||
Common stock shares issued for services, shares | 1,800,000 | |
Common stock shares issued for Consultation services, amount | $ 36,000 | |
Convertible Notes Payable Three [Member] | ||
Common stock shares issued for services, shares | 1,000,000 | |
Common stock shares issued for Consultation services, amount | $ 19,700 |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | Mar. 31, 2023 | 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] | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Beginning Balance | shares | 58,722,500 |
Expired | shares | (23,422,500) |
Ending Balance | shares | 35,300,000 |
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) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of warrants | shares | 35,300,000 |
Exercise price | $ / shares | $ 0.05 |
Warrant One [Member] | |
Number of warrants | shares | 2,500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 5, 2023 |
Warrant Two [Member] | |
Number of warrants | shares | 600,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 7, 2023 |
Warrant Three [Member] | |
Number of warrants | shares | 1,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 12, 2023 |
Warrant Four [Member] | |
Number of warrants | shares | 2,250,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | April 15, 2023 |
Warrant Five [Member] | |
Number of warrants | shares | 5,100,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 1, 2023 |
Warrant Six [Member] | |
Number of warrants | shares | 500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 19, 2023 |
Warrant Eight [Member] | |
Number of warrants | shares | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | September 15, 2023 |
Warrant Seven [Member] | |
Number of warrants | shares | 500,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | July 24, 2023 |
Warrant Nine [Member] | |
Number of warrants | shares | 650,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | January 19, 2024 |
Warrant Ten [Member] | |
Number of warrants | shares | 4,800,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 19, 2024 |
Warrant Eleven [Member] | |
Number of warrants | shares | 2,400,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 20, 2024 |
Warrants Twelve [Member] | |
Number of warrants | shares | 10,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 26, 2024 |
Warrants Thirteen [Member] | |
Number of warrants | shares | 2,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 27, 2024 |
Warrants Fourteen [Member] | |
Number of warrants | shares | 1,000,000 |
Exercise price | $ / shares | $ 0.05 |
Expiry date | May 30, 2024 |
Memorandum of Understanding (De
Memorandum of Understanding (Details Narrative) - M O U [Member] - USD ($) | 1 Months Ended | |||
Jul. 25, 2021 | Mar. 31, 2023 | Feb. 05, 2023 | Sep. 30, 2022 | |
Amount advanced | $ 88,850 | $ 88,850 | $ 88,850 | |
Acquisition price | $ 2,400,000 |
Commitments and Contigency (Det
Commitments and Contigency (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||||||||
Sep. 13, 2022 | Sep. 08, 2022 | May 02, 2022 | Sep. 15, 2022 | May 20, 2022 | Sep. 23, 2021 | Nov. 22, 2019 | Mar. 31, 2023 | Mar. 31, 2022 | Oct. 03, 2022 | Sep. 30, 2022 | Mar. 10, 2021 | |
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. | |||||||||||
Number of common share issued | 454,760,969 | 442,260,969 | ||||||||||
Option consideration | $ 1,018,182 | $ 350,008 | ||||||||||
November 28, 2022 | ||||||||||||
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 | |||||||||||
Prepaid expenses and deposits | $ 38,687 | $ 0 | ||||||||||
Fair value | 50,000 | |||||||||||
Consulting Fee | 11,313 | 0 | ||||||||||
Alliance Growers Corp. [Member] | ||||||||||||
Advances from Alliance Growers Corp | 55,466 | 54,847 | ||||||||||
Alliance Growers Corp. [Member] | CANADA | ||||||||||||
Advances from Alliance Growers Corp | 75,000 | 75,000 | ||||||||||
Consulting Agreement May 2, 2022 [Member] | ||||||||||||
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 | 0 | 15,191 | ||||||||||
Fair value | 84,700 | |||||||||||
Consulting Fee | $ 15,191 | 0 | ||||||||||
Common stock shares issued consulting services | 7,000,000 | |||||||||||
Consulting Agreement May 20, 2022 [Member] | ||||||||||||
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 | 81,000 | |||||||||||
Consulting Fee | 21,481 | 0 | ||||||||||
Common stock shares issued consulting services | 9,000,000 | |||||||||||
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 | 0 | $ 75,050 | ||||||||||
Consulting Fee | 75,050 | 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 | |||||||||||
Prepaid expenses and deposits | 12,619 | 0 | 0 | |||||||||
Consulting Fee | 13,751 | $ 0 | ||||||||||
Number of common share issued | 2,500,000 | |||||||||||
Equity Purchase Agreement [Member] | ||||||||||||
Promissory Note with unrelated party | $ 40,000 | $ 40,000 | ||||||||||
Maximun shares purchase under agreement | 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) | 6 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Subsequent Events | |
Total share purchase warrants | shares | 6,350,000 |
Exercise price | $ / shares | $ 0.05 |