Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2017 | May 19, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | AngioSoma, Inc. | |
Entity Central Index Key | 1,502,152 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Trading Symbol | SOAN | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 41,084,067 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
CONSOLIDATED BALANCE SHEET (UNA
CONSOLIDATED BALANCE SHEET (UNAUDITED) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 7,529 | $ 5,845 |
Prepaid expenses | 750 | 750 |
Total current assets | 8,279 | 6,595 |
Available for sale securities, at market value | 13,585 | 10,674 |
Intellectual property, net of impairment of $2,990,535 | ||
TOTAL ASSETS | 21,864 | 17,269 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 135,831 | 164,760 |
Accounts payable to related party | 90,395 | 28,460 |
Advances payable | 57,650 | 47,650 |
Convertible note payable in default | 358,872 | 278,609 |
Current portion of convertible notes payable, net of discount of $29,481 and $109,760, respectively | 85,782 | 149,814 |
Current portion of accrued interest payable | 105,290 | 62,786 |
Total current liabilities | 833,820 | 732,079 |
Convertible notes payable, net of discount of $359,824 and $371,687, respectively | 37,391 | 25,527 |
Accrued interest payable | 54,965 | 33,958 |
Note payable | 68,793 | 68,793 |
TOTAL LIABILITIES | 994,969 | 860,357 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 480,000,000 shares authorized; 38,584,067 shares and 33,520,667 shares issued and outstanding at March 31, 2017 and September 30, 2016, respectively | 38,584 | 33,521 |
Preferred stock, $0.001 par value; 20,000,000 shares authorized: | ||
Series A Preferred Stock, 5,000,000 shares issued and outstanding at March 31, 2017 and September 30, 2016 | 2,990,535 | 2,990,535 |
Series B Preferred Stock, $0.001 par value; 30,000 and 0 shares issued and outstanding at March 31, 2017 and September 30, 2016 | 30 | |
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at March 31, 2017 and September 30, 2016 | 1,000 | 1,000 |
Additional paid-in capital | 8,656 | (366,139) |
Accumulated other comprehensive income | 2,911 | |
Accumulated deficit | (4,014,821) | (3,502,005) |
Total stockholders' deficit | (973,105) | (843,088) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 21,864 | $ 17,269 |
CONSOLIDATED BALANCE SHEET (UN3
CONSOLIDATED BALANCE SHEET (UNAUDITED) (Parenthetical) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Statement of Financial Position [Abstract] | ||
Intellectual property, net of impairment | $ 2,990,535 | |
Current portion of convertible notes payable, discount | 29,481 | $ 109,760 |
Noncurrent portion of convertible notes payable, discount | $ 359,824 | $ 371,687 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 480,000,000 | 480,000,000 |
Common stock, issued | 38,584,067 | 33,520,667 |
Common stock, outstanding | 38,584,067 | 33,520,667 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Series A Preferred Stock, issued | 5,000,000 | 5,000,000 |
Series A Preferred Stock, outstanding | 5,000,000 | 5,000,000 |
Series B preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series B Preferred Stock, issued | 30,000 | |
Series B Preferred Stock, outstanding | 30,000 | |
Series E preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series E Preferred Stock, issued | 1,000,000 | 1,000,000 |
Series E Preferred Stock, outstanding | 1,000,000 | 1,000,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
REVENUE | ||
OPERATING EXPENSES | ||
General and administrative expenses | 119,863 | 356,702 |
Total operating expenses | 119,863 | 356,702 |
LOSS FROM OPERATIONS | (119,863) | (356,702) |
OTHER INCOME (EXPENSE) | ||
Interest expense | (75,540) | (156,114) |
NET LOSS | $ (195,403) | $ (512,816) |
NET LOSS PER COMMON SHARE - Basic and diluted (in dollars per share) | $ (0.01) | $ (0.01) |
COMMON SHARES OUTSTANDING - Basic and diluted (in shares) | 37,535,178 | 36,881,169 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Income Statement [Abstract] | |
NET LOSS | $ (512,816) |
Change in fair value of available-for-sale securities | 2,911 |
Comprehensive loss | $ (509,905) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED) - 6 months ended Mar. 31, 2017 - USD ($) | Common Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series E Preferred Stock [Member] | Additional Paid In Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Total |
BALANCE AT BEGINING at Sep. 30, 2016 | $ 33,521 | $ 2,990,535 | $ 1,000 | $ (366,139) | $ (3,502,005) | $ (843,088) | ||
BALANCE AT BEGINING (in shares) at Sep. 30, 2016 | 33,520,667 | 5,000,000 | 1,000,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Net loss | (512,816) | (512,816) | ||||||
Other comprehensive income | 2,911 | 2,911 | ||||||
Common stock issued for conversion of convertible note payable | $ 3,763 | 62,355 | 66,118 | |||||
Common stock issued for conversion of convertible note payable (in shares) | 3,763,400 | |||||||
Common stock issued for services | $ 1,300 | 82,600 | 83,900 | |||||
Common stock issued for services (in shares) | 1,300,000 | |||||||
Series B Preferred Stock issued for cash | $ 30 | 29,970 | 30,000 | |||||
Series B Preferred Stock issued for cash (in shares) | 30,000 | |||||||
Stock options issued | 199,870 | 199,870 | ||||||
BALANCE AT END at Mar. 31, 2017 | $ 38,584 | $ 2,990,535 | $ 30 | $ 1,000 | $ 8,656 | $ 2,911 | $ (4,014,821) | $ (973,105) |
BALANCE AT END (in shares) at Mar. 31, 2017 | 38,584,067 | 5,000,000 | 30,000 | 1,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) | 6 Months Ended |
Mar. 31, 2017USD ($) | |
CASH FLOW FROM OPERATING ACTIVITIES: | |
Net loss | $ (512,816) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Stock compensation | 283,770 |
Amortization of discount on convertible note payable | 90,723 |
Changes in operating assets and liabilities: | |
Accounts payable and accrued liabilities | (24,578) |
Accounts payable to related party | 61,935 |
Accrued interest payable | 62,650 |
NET CASH USED IN OPERATING ACTIVITIES | (38,316) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
Proceeds from advances | 10,000 |
Proceeds from sale of Series B Preferred Stock | 30,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 40,000 |
NET INCREASE IN CASH | 1,684 |
CASH, at the beginning of the period | 5,845 |
CASH, at the end of the period | 7,529 |
Cash paid during the period for: | |
Interest | |
Taxes | |
Noncash investing and financing transaction: | |
Conversion of convertible notes payable into common stock | 66,118 |
Change in fair value of available-for-sale securities | $ 2,911 |
General Organization and Busine
General Organization and Business | 6 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business AngioSoma Inc., a Nevada corporation, is a clinical stage biotechnology company focused on improving the effectiveness of current standard-of-care treatments, especially related to endovascular interventions in the treatment of peripheral artery disease (PAD). AngioSoma Nevada is developing its lead product, a drug candidate called Liprostin TM The Company incorporated on April 29, 2016. The Company’s year-end is September 30. On June 3, 2016, we entered into a business combination whereby a wholly-owned subsidiary of the Company, AngioSoma Research, Inc., a Texas corporation, (“AngioSoma Texas”) merged with AngioSoma Research, Inc., a Nevada corporation, (“AngioSoma Nevada”) with AngioSoma Research Texas surviving as our wholly-owned subsidiary (the “Merger”) . In connection with the Merger, the Company issued to the holders of outstanding common stock of AngioSoma Nevada 20 million shares of the Company’s common stock (“Common Stock”) and, as a result, immediately following the completion of the Merger, the former equity holders of AngioSoma Nevada owned approximately 66% of the Common Stock and the stockholders of First Titan Corp. immediately prior to the Merger owned approximately 34% of the Common Stock, in each case, on a fully-diluted basis (subject to certain exceptions and adjustments). Also in connection with the Merger, the pre-Merger director and officer of the Company tendered his resignation and the pre-Merger director and officer of AngioSoma Nevada was appointed as the new director and officer of the Company, and our corporate headquarters was moved from Las Vegas, Nevada to Montgomery, Texas. In connection with completion of the Merger, the Company changed its corporate name from First Titan Corp. to AngioSoma, Inc. and its common stock continues to trade on the OTC Markets Group, OTCQB tier under the new trading symbol “SOAN”. |
Going Concern
Going Concern | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Going Concern | Note 2. Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended March 31, 2017, the Company had a net loss of $512,816 and negative cash flow from operating activities of $38,316. As of March 31, 2017, the Company had negative working capital of $825,541. Management does not anticipate having positive cash flow from operations in the near future. These factors raise a substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern. The Company does not have the resources at this time to repay its credit and debt obligations, make any payments in the form of dividends to its shareholders or fully implement its business plan. Without additional capital, the Company will not be able to remain in business. Management has plans to address the Company’s financial situation as follows: In the near term, management plans to continue to focus on raising the funds necessary to implement the Company’s business plan. Management will continue to seek out debt financing to obtain the capital required to meet the Company’s financial obligations. There is no assurance, however, that lenders will continue to advance capital to the Company or that the new business operations will be profitable. The possibility of failure in obtaining additional funding and the potential inability to achieve profitability raise doubts about the Company’s ability to continue as a going concern. In the long term, management believes that the Company’s projects and initiatives will be successful and will provide cash flow to the Company, which will be used to finance the Company’s future growth. However, there can be no assurances that the Company’s planned activities will be successful, or that the Company will ultimately attain profitability. The Company’s long-term viability depends on its ability to obtain adequate sources of debt or equity funding to meet current commitments and fund the continuation of its business operations, and the ability of the Company to achieve adequate profitability and cash flows from operations to sustain its operations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. The results of operations for the six months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2017. Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, AngioSoma Research, LLC, First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. The following table presents assets that were measured and recognized at fair value as of March 31, 2017 and the period then ended on a recurring and nonrecurring basis: March 31, 2017 Description Level 1 Level 2 Level 3 Total Gain (Loss) Available for sale securities $ 13,585 $ — $ — $ 13,585 $ 2,911 Totals $ 13,585 $ — $ — $ 13,585 $ 2,911 The following table presents assets that were measured and recognized at fair value as of September 30, 2016 and the period then ended on a recurring and nonrecurring basis: Description Level 1 Level 2 Level 3 Total Available for sale securities $ 10,674 $ — $ — $ 10,674 Totals $ 10,674 $ — $ — $ 10,674 Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of March 31, 2017. Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Subsequent events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Advances
Advances | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Advances | Note 4. Advances As of March 31, 2017 and September 30, 2016, the Company had non-interest bearing advances payable to third parties of $57,650 and $47,650, respectively. These advances are payable on demand. |
Convertible Notes Payable
Convertible Notes Payable | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable Convertible notes payable consisted of the following at March 31, 2017 and September 30, 2016: March 31, 2017 September 30, 2016 Convertible note dated September 30, 2013 in the original principal amount of $528,434, matured September 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share, in default $ 2,324 $ 2,324 Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, matured June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share, in default 276,285 276,285 Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share, in default 80,263 104,310 Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share 49,190 49,190 Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share 66,074 66,074 Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share 235,313 235,313 Convertible note dated December 31, 2015 in the original principal amount of $90,040, maturing December 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share 90,040 90,040 Convertible note dated March 24, 2016 in the original principal amount of $40,000, maturing March 24, 2017, bearing interest at 5% per year, convertible into common stock at the lower of a 48% discount to the lowest trading price of the last 20 days before conversion and $0.00005 per share — 40,000 Convertible note dated March 31, 2016 in the original principal amount of $71,861, maturing March 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of a 60% discount to the market price on the date of conversion 71,861 71,861 Total convertible notes payable $ 871,350 $ 935,397 Less: current portion of convertible notes payable (474,135 ) (538,183 ) Less: discount on noncurrent convertible notes payable (359,824 ) (371,687 ) Long-term convertible notes payable, net of discount $ 37,391 $ 25,527 Current portion of convertible notes payable 474,135 538,183 Discount on current convertible notes payable (29,481 ) (109,760 ) Short-term convertible notes payable, net of discount $ 444,654 $ 428,423 All principal along with accrued interest is payable on the maturity date. The notes are convertible into common stock at the option of the holder. The holder of the notes cannot convert the notes into shares of common stock if that conversion would result in the holder owning more than 4.9% of the outstanding stock of the Company. Conversions to Common Stock During six months ended March 31, 2017, the holders of the Convertible Note Payable dated December 31, 2014 elected to convert principal and accrued interest of $25,000 into 2,500,000 shares of common stock. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. During six months ended March 31, 2017, the holders of the Convertible Note Payable dated March 24, 2016 elected to fully convert principal and accrued interest of $41,118 into 1,263,400 shares of common stock. No gain or loss was recognized on the conversions as they occurred within the terms of the agreement that provided for conversion. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions The Company rents office space from David Summers, a significant shareholder of the Company, for $400 per month under a month to month lease. As of March 31, 2017, rent and other expense reimbursements in the amount of $3,350 was unpaid. Alex Blankenship is paid $5,000 per month under her employment agreement with the Company. As of March 31, 2017, the Company owed Ms. Blankenship $55,315 for unpaid compensation. As of March 31, 2017, the Company owed Sydney Jim, our former CEO, $31,730 for accrued but unpaid compensation. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 7. Stockholders’ Equity Preferred Stock issued for cash During the six months ended March 31, 2017, the Company issued 30,000 shares of Series B Preferred Stock to a third party and received cash proceeds of $30,000. Common stock issued for services During six months ended March 31, 2017, the Company issued 1,300,000 shares of common stock to two third-parties for services provided to the Company. The common stock was valued at $83,900 based on the market value of the stock on the date of issuance. Common stock issued for conversion of convertible note payable During six months ended March 31, 2017, the Company issued 3,763,400 shares of common stock upon the conversion of accrued interest of $66,118. No gain or loss was recognized on the transaction because it was transacted within the terms of the convertible note payable. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8. Subsequent Events On April 7, 2017, the Company issued 500,000 shares of common stock to Alex Blankeship for services performed for the Company. On April 13, 2017, the Company entered into a convertible promissory note in the amount of $20,000. The Company received proceeds of $5,000 related to this note during the six months ended March 31, 2017. These proceeds were recorded as advances payable as of March 31, 2017. The remaining proceeds of $15,000 were received in April 2017. The note bears interest at 3% per year and is convertible into common stock of the Company at the rate of $0.01 per share. On April 27, 2017, the Company issued 1,000,000 shares of common stock to the lender as a result of the conversion of principal of $10,000. On April 19, 2017, the Company issued 1,000,000 shares of common stock to a third party in partial conversion of the convertible note payable dated December 31, 2014. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X. The results of operations for the six months ended March 31, 2017 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2017. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, AngioSoma Research, LLC, First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Financial Instruments | Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period between the origination of these instruments and their expected realization. FASB Accounting Standards Codification (ASC) 820 Fair Value Measurements and Disclosures Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 - Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2017. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include accounts receivable, other current assets, accounts payable, and accrued expenses. The fair value of the Company’s notes payable is estimated based on current rates that would be available for debt of similar terms that is not significantly different from its stated value. The following table presents assets that were measured and recognized at fair value as of March 31, 2017 and the period then ended on a recurring and nonrecurring basis: March 31, 2017 Description Level 1 Level 2 Level 3 Total Gain (Loss) Available for sale securities $ 13,585 $ — $ — $ 13,585 $ 2,911 Totals $ 13,585 $ — $ — $ 13,585 $ 2,911 The following table presents assets that were measured and recognized at fair value as of September 30, 2016 and the period then ended on a recurring and nonrecurring basis: Description Level 1 Level 2 Level 3 Total Available for sale securities $ 10,674 $ — $ — $ 10,674 Totals $ 10,674 $ — $ — $ 10,674 |
Commitments and Contingencies | Commitments and Contingencies The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. There are no known commitments or contingencies as of March 31, 2017. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Subsequent events | Subsequent events The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued. Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of assets measured and recognized at fair value on a recurring and nonrecurring basis | The following table presents assets that were measured and recognized at fair value as of March 31, 2017 and the period then ended on a recurring and nonrecurring basis: March 31, 2017 Description Level 1 Level 2 Level 3 Total Gain (Loss) Available for sale securities $ 13,585 $ — $ — $ 13,585 $ 2,911 Totals $ 13,585 $ — $ — $ 13,585 $ 2,911 The following table presents assets that were measured and recognized at fair value as of September 30, 2016 and the period then ended on a recurring and nonrecurring basis: Description Level 1 Level 2 Level 3 Total Available for sale securities $ 10,674 $ — $ — $ 10,674 Totals $ 10,674 $ — $ — $ 10,674 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 6 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consisted of the following at March 31, 2017 and September 30, 2016: March 31, 2017 September 30, 2016 Convertible note dated September 30, 2013 in the original principal amount of $528,434, matured September 30, 2015, bearing interest at 10% per year, convertible into common stock at a rate of $0.04 per share, in default $ 2,324 $ 2,324 Convertible note dated June 30, 2014 payable in the original principal amount of $276,825, matured June 30, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.03 per share, in default 276,285 276,285 Convertible note dated December 31, 2014 in the original principal amount of $118,620, maturing December 31, 2016, bearing interest at 10% per year, convertible into common stock at a rate of $0.01 per share, in default 80,263 104,310 Convertible note dated March 31, 2015 in the original principal amount of $49,190, maturing March 31, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.005 per share 49,190 49,190 Convertible note dated June 30, 2015 in the original principal amount of $66,074, maturing June 30, 2017, bearing interest at 10% per year, convertible into common stock at a rate of $0.53 per share 66,074 66,074 Convertible note dated September 30, 2015 in the original principal amount of $235,313, maturing September 30, 2018, bearing interest at 10% per year, convertible into common stock a rate of $0.75 per share 235,313 235,313 Convertible note dated December 31, 2015 in the original principal amount of $90,040, maturing December 31, 2018, bearing interest at 10% per year, convertible into common stock at a rate of $0.08 per share 90,040 90,040 Convertible note dated March 24, 2016 in the original principal amount of $40,000, maturing March 24, 2017, bearing interest at 5% per year, convertible into common stock at the lower of a 48% discount to the lowest trading price of the last 20 days before conversion and $0.00005 per share — 40,000 Convertible note dated March 31, 2016 in the original principal amount of $71,861, maturing March 31, 2019, bearing interest at 10% per year, convertible into common stock at a rate of a 60% discount to the market price on the date of conversion 71,861 71,861 Total convertible notes payable $ 871,350 $ 935,397 Less: current portion of convertible notes payable (474,135 ) (538,183 ) Less: discount on noncurrent convertible notes payable (359,824 ) (371,687 ) Long-term convertible notes payable, net of discount $ 37,391 $ 25,527 Current portion of convertible notes payable 474,135 538,183 Discount on current convertible notes payable (29,481 ) (109,760 ) Short-term convertible notes payable, net of discount $ 444,654 $ 428,423 |
General Organization and Busi19
General Organization and Business (Details Narrative) | Jun. 03, 2016USD ($) |
First Titan Corp [Member] | |
Percentage of common stock owned | 34.00% |
AngioSoma Research Nevada [Member] | |
Number of common shares issued for aquisition | $ 20,000,000 |
Percentage of common stock owned | 66.00% |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended |
Mar. 31, 2017 | Mar. 31, 2017 | |
Accounting Policies [Abstract] | ||
Net loss | $ (195,403) | $ (512,816) |
Working capital | (825,541) | |
Cash flow from operating activities | $ (38,316) |
Summary of Significant Accoun21
Summary of Significant Accounting Policies (Details) - USD ($) | 5 Months Ended | 6 Months Ended |
Sep. 30, 2016 | Mar. 31, 2017 | |
Total | $ 10,674 | $ 13,585 |
Gain (Loss) | 2,911 | |
Available For Sale Securities [Member] | ||
Total | 10,674 | 13,585 |
Gain (Loss) | 2,911 | |
Fair Value, Inputs, Level 1 [Member] | ||
Totals | 10,674 | 13,585 |
Fair Value, Inputs, Level 1 [Member] | Available For Sale Securities [Member] | ||
Assets , fair value | 10,674 | 13,585 |
Fair Value, Inputs, Level 2 [Member] | ||
Totals | ||
Fair Value, Inputs, Level 2 [Member] | Available For Sale Securities [Member] | ||
Assets , fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Totals | ||
Fair Value, Inputs, Level 3 [Member] | Available For Sale Securities [Member] | ||
Assets , fair value |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | Mar. 31, 2017 | Sep. 30, 2016 |
Debt Disclosure [Abstract] | ||
Advance payble | $ 57,650 | $ 47,650 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2017 | Sep. 30, 2016 | |
Total convertible notes payable | $ 871,350 | $ 935,397 |
Less: current portion of convertible notes payable | (474,135) | (538,183) |
Less: discount on noncurrent convertible notes payable | (359,824) | (371,687) |
Long-term convertible notes payable, net of discount | 37,391 | 25,527 |
Current portion of convertible notes payable | 474,135 | 538,183 |
Discount on current convertible notes payable | (29,481) | (109,760) |
Short-term convertible notes payable, net of discount | 444,654 | 428,423 |
10% Convertible Note Payable Due September 30, 2015 [Member] | ||
Total convertible notes payable | $ 2,324 | 2,324 |
Issuance date | Sep. 30, 2013 | |
Debt instrument, face amount | $ 528,434 | |
Conversion price (in dollars per share) | $ 0.04 | |
10% Convertible Note Payable Due June 30, 2016 [Member] | ||
Total convertible notes payable | $ 276,285 | 276,285 |
Issuance date | Jun. 30, 2014 | |
Debt instrument, face amount | $ 276,825 | |
Conversion price (in dollars per share) | $ 0.03 | |
10% Convertible Note Payable Due December 31, 2016 [Member] | ||
Total convertible notes payable | $ 80,263 | 104,310 |
Issuance date | Dec. 31, 2014 | |
Debt instrument, face amount | $ 118,620 | |
Conversion price (in dollars per share) | $ 0.01 | |
10% Convertible Note Payable Due March 31, 2017 [Member] | ||
Total convertible notes payable | $ 49,190 | 49,190 |
Issuance date | Mar. 31, 2015 | |
Debt instrument, face amount | $ 49,190 | |
Conversion price (in dollars per share) | $ 0.005 | |
10% Convertible Note Payable Due June 30, 2017 [Member] | ||
Total convertible notes payable | $ 66,074 | 66,074 |
Issuance date | Jun. 30, 2015 | |
Debt instrument, face amount | $ 66,074 | |
Conversion price (in dollars per share) | $ 0.53 | |
10% Convertible Note Payable Due September 30, 2018 [Member] | ||
Total convertible notes payable | $ 235,313 | 235,313 |
Issuance date | Sep. 30, 2015 | |
Debt instrument, face amount | $ 235,313 | |
Conversion price (in dollars per share) | $ 0.75 | |
10% Convertible Note Payable Due December 31, 2018 [Member] | ||
Total convertible notes payable | $ 90,040 | 90,040 |
Issuance date | Dec. 31, 2015 | |
Debt instrument, face amount | $ 90,040 | |
Conversion price (in dollars per share) | $ 0.08 | |
5% Convertible Note Payable Due March 24, 2017 [Member] | ||
Total convertible notes payable | 40,000 | |
Issuance date | Mar. 24, 2016 | |
Debt instrument, face amount | $ 40,000 | |
Conversion price (in dollars per share) | $ 0.00005 | |
10% Convertible Note Payable Due March 31, 2019 [Member] | ||
Total convertible notes payable | $ 71,861 | $ 71,861 |
Issuance date | Mar. 31, 2016 | |
Debt instrument, face amount | $ 71,861 | |
Percentage of debt discount | 60.00% |
Convertible Notes Payable (De24
Convertible Notes Payable (Details Narrative) | 6 Months Ended |
Mar. 31, 2017USD ($)shares | |
Maximum percentage of the outstanding stock of the company upto which holder of the notes can convert the notes into shares of common stock | 4.90% |
10% Convertible Note Payable Due December 31, 2016 [Member] | |
Accrued interest | $ | $ 25,000 |
Number of shares issued | shares | 2,500,000 |
5% Convertible Note Payable Due March 24, 2017 [Member] | |
Accrued interest | $ | $ 41,118 |
Number of shares issued | shares | 1,263,400 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 6 Months Ended |
Mar. 31, 2017USD ($) | |
Unpaid rent and other expense | $ 3,350 |
Mr. David P. Summers [Member] | |
Monthly payments for rent | 400 |
Mrs. Alex Blankenship [Member] | |
Expenses paid | 5,000 |
Unpaid compensation | 55,315 |
Mr. Sydney Jim [Member] | |
Unpaid compensation | $ 31,730 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) | 6 Months Ended |
Mar. 31, 2017USD ($)shares | |
Proceeds form issuance of preferred stock | $ 30,000 |
Common stock issued for services | 83,900 |
Convertible Notes payable [Member] | |
Accrued interest | $ 66,118 |
Number of shares issued | shares | 3,763,400 |
Series B Preferred Stock [Member] | |
Proceeds form issuance of preferred stock | $ 30,000 |
Proceeds form issuance of preferred stock (in shares) | shares | 30,000 |
Common stock issued for services | |
Common stock issued for services (in shares) | shares | |
Common Stock [Member] | |
Proceeds form issuance of preferred stock (in shares) | shares | |
Common stock issued for services | $ 1,300 |
Common stock issued for services (in shares) | shares | 1,300,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 27, 2017 | Apr. 19, 2017 | Apr. 07, 2017 | Apr. 30, 2017 | Apr. 13, 2017 | Mar. 31, 2017 | Sep. 30, 2016 |
Total convertible notes payable | $ 871,350 | $ 935,397 | |||||
Advances payable | 57,650 | $ 47,650 | |||||
3% Convertible Note Payable [Member] | |||||||
Advances payable | $ 5,000 | ||||||
Subsequent Event [Member] | 3% Convertible Note Payable [Member] | |||||||
Total convertible notes payable | $ 20,000 | ||||||
Proceeds from notes payable | $ 15,000 | ||||||
Conversion price (in dollars per share) | $ 0.01 | ||||||
Common stock issued for conversion of convertible note payable (in shares) | 1,000,000 | ||||||
Subsequent Event [Member] | Alex Blankeship [Member] | |||||||
Number of shares issued for services | 500,000 | ||||||
Subsequent Event [Member] | Third Party [Member] | |||||||
Common stock issued for conversion of convertible note payable (in shares) | 1,000,000 |