Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2019 | Feb. 14, 2020 | |
Cover [Abstract] | ||
Entity Registrant Name | AngioSoma, Inc. | |
Entity Central Index Key | 0001502152 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity File Number | 333-170315 | |
Entity Incorporation, State or Country Code | NV | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 225,634,365 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2020 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 48,709 | $ 100,459 |
Prepaid expenses and other current assets | 3,130 | 787 |
Inventory | 40,081 | 40,115 |
Total current assets | 91,920 | 141,361 |
Fixed assets, net | 1,430 | 822 |
TOTAL ASSETS | 93,350 | 142,183 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 133,467 | 135,067 |
Accounts payable to related party | 173,568 | 291,372 |
Advances payable | 59,650 | 59,650 |
Current portion of convertible notes payable, net of discount of $5,384 and $52,205, respectively | 115,616 | 113,795 |
Current portion of accrued interest payable | 227,917 | 227,734 |
Total current liabilities | 710,218 | 827,618 |
TOTAL LIABILITIES | 710,218 | 827,618 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 480,000,000 shares authorized; 210,301,032 and 170,467,283 shares issued and outstanding at December 31, 2019 and September 30, 2019, respectively | 210,301 | 170,468 |
Additional paid-in capital | 6,005,578 | 1,225,272 |
Accumulated deficit | (6,834,644) | (6,673,607) |
TOTAL STOCKHOLDERS' DEFICIT | (616,868) | (685,435) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | 93,350 | 142,183 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 4,590,535 | |
TOTAL STOCKHOLDERS' DEFICIT | 4,590,535 | |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 510 | 510 |
TOTAL STOCKHOLDERS' DEFICIT | 510 | 510 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 1,000 | 1,000 |
TOTAL STOCKHOLDERS' DEFICIT | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred Stock | 387 | 387 |
TOTAL STOCKHOLDERS' DEFICIT | $ 387 | $ 387 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Current portion of convertible notes payable, discount (in Dollars) | $ 5,384 | $ 52,205 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 480,000,000 | 480,000,000 |
Common stock, issued | 210,301,032 | 170,467,283 |
Common stock, outstanding | 210,301,032 | 170,467,283 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, issued | 0 | 5,800,000 |
Preferred stock, outstanding | 0 | 5,800,000 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 509,988 | 509,988 |
Preferred stock, outstanding | 509,988 | 509,988 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 1,000,000 | 1,000,000 |
Preferred stock, outstanding | 1,000,000 | 1,000,000 |
Series F Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 386,975 | 386,975 |
Preferred stock, outstanding | 386,975 | 386,975 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Revenue | $ 77 | $ 275 |
Cost of goods sold | 14 | 47 |
Gross Profit | 63 | 228 |
Operating Expenses | ||
General and administrative expenses | 74,296 | 129,623 |
Total operating expenses | 74,296 | 129,623 |
Loss From Operations | (74,233) | (129,395) |
Other Income (Expense) | ||
Loss on conversion of debt | (115,311) | |
Interest expense | (86,804) | (83,537) |
Total other income (expense) | (86,804) | (198,848) |
Net Loss | $ (161,037) | $ (328,243) |
Net loss per common share - basic and diluted (in dollars per share) | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted (in shares) | 190,202,931 | 74,910,986 |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common stock [Member] | Additional Paid-in capital [Member] | Other Comprehensive Income [Member] | Accumulated Deficit [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Total |
Balance at Beginning at Sep. 30, 2018 | $ 69,323 | $ 2,065,018 | $ 971 | $ (5,998,535) | $ 2,990,535 | $ 510 | $ 1,000 | $ 447 | $ (5,998,535) | |
Balance at Beginning (in shares) at Sep. 30, 2018 | 69,323,021 | 5,000,000 | 509,988 | 1,000,000 | 446,975 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Common stock issued for conversion of convertible note payable and accrued interest | ||||||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | ||||||||||
Return of preferred shares and retirement of accrued compensation from legal settlement | ||||||||||
Return of preferred shares and retirement of accrued compensation from legal settlement (in shares) | ||||||||||
Common stock issued for conversion of convertible note payable | $ 12,266 | 61,214 | 73,480 | |||||||
Common stock issued for conversion of convertible note payable (in shares) | 12,265,832 | |||||||||
Common stock issued to officer as compensation | $ 3,500 | 64,750 | 68,250 | |||||||
Common stock issued to officer as compensation (in shares) | 3,500,000 | |||||||||
Beneficial conversion discount on convertible notes payable | 97,421 | 97,421 | ||||||||
Loss on conversion of debt | 115,311 | 115,311 | ||||||||
Net loss | (328,243) | (328,243) | ||||||||
Balance at End at Dec. 31, 2018 | $ 85,089 | 2,403,714 | 971 | (6,326,778) | $ 2,990,535 | $ 510 | $ 1,000 | $ 447 | (844,512) | |
Balance at End (in shares) at Dec. 31, 2018 | 85,088,853 | 5,000,000 | 509,988 | 1,000,000 | 446,975 | |||||
Balance at Beginning at Sep. 30, 2019 | $ 170,468 | 1,225,272 | (6,673,607) | $ 4,590,535 | $ 510 | $ 1,000 | $ 387 | (685,435) | ||
Balance at Beginning (in shares) at Sep. 30, 2019 | 170,467,283 | 5,800,000 | 509,988 | 1,000,000 | 386,975 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 39,833 | 44,967 | 84,800 | |||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 39,833,749 | |||||||||
Return of preferred shares and retirement of accrued compensation from legal settlement | 4,703,339 | $ (4,590,535) | 112,804 | |||||||
Return of preferred shares and retirement of accrued compensation from legal settlement (in shares) | (5,800,000) | |||||||||
Beneficial conversion discount on convertible notes payable | 32,000 | 32,000 | ||||||||
Net loss | (161,037) | (161,037) | ||||||||
Balance at End at Dec. 31, 2019 | $ 210,301 | $ 6,005,578 | $ (6,834,644) | $ 510 | $ 1,000 | $ 387 | $ (616,868) | |||
Balance at End (in shares) at Dec. 31, 2019 | 210,301,032 | 509,988 | 1,000,000 | 386,975 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (161,037) | $ (328,243) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 906 | 118 |
Amortization of discount on convertible note payable | 81,821 | 76,554 |
Loss on conversion of debt | 115,311 | |
Stock-based compensation | 68,250 | |
Changes in operating assets and liabilities | ||
Inventory | 34 | (20,167) |
Prepaid expenses | (2,343) | (3,150) |
Accounts payable and accrued liabilities | (1,600) | 6,656 |
Accounts payable to related party | (5,000) | 5,000 |
Accrued interest payable | 4,983 | 6,983 |
NET CASH USED IN OPERATING ACTIVITIES | (82,236) | (72,688) |
NET CASH USED IN INVESTING ACTIVITIES | ||
Cash used to acquire fixed assets | (1,514) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,514) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable, net | 32,000 | 35,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 32,000 | 35,000 |
NET CHANGE IN CASH | (51,750) | (37,688) |
Cash at beginning of period | 100,459 | 91,597 |
Cash at end of period | 48,709 | 53,909 |
Cash paid during the period for: | ||
Interest | 0 | 0 |
Taxes | ||
Noncash investing and financing transactions: | ||
Conversion of convertible notes payable into common stock | 84,800 | 73,480 |
Return of Series A preferred shares and settlement of related party compensation | 4,703,339 | |
Beneficial conversion discount on convertible notes payable | $ 32,000 | $ 97,421 |
General Organization and Busine
General Organization and Business | 3 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
General Organization and Business | Note 1. General Organization and Business AngioSoma is a wellness company dedicated to bringing innovative, effective and high-quality supplement products to the medical, wellness and adult-use markets through our marketing subsidiary, SomaCeuticals TM We have abandoned our pursuit of FDA clearance and marketing of any drugs or products, including Liprostin TM The Company was incorporated on April 29, 2016. The Company’s year-end is September 30. On October 4, 2019, the Company filed Articles of Continuance with the Secretary of State of Wyoming to continue its business in the state of Wyoming. The Company filed its Certificate of Dissolution with the Secretary of State of Nevada on October 21, 2019 since it is no longer a Nevada corporation. The Company undertook the necessary steps to notify the Financial Industry Regulatory Authority (“FINRA”) of the move from Nevada to Wyoming, and on October 28, 2019, FINRA notified the Company that FINRA has updated their system to reflect that the Company is now a Wyoming company. |
Going Concern
Going Concern | 3 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [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 three months ended December 31, 2019, the Company had a net loss of $161,037 and negative cash flow from operating activities of $82,236. As of December 31, 2019, the Company had negative working capital of $618,298. 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 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. 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 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 | 3 Months Ended |
Dec. 31, 2019 | |
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 and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2019 which are included on our Form 10-K filed on December 31, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three months ended December 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2020. Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., 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. 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. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We elected certain practical expedients permitted under the transition guidance and the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of our leases will continue to be classified as operating leases. The Company adopted this guidance on October 1, 2019, with no impact to the consolidated financial statements due to the Company not being a party to any lease agreements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company adopted this guidance on October 1, 2019 with no material effect on our consolidated financial statements. |
Advances
Advances | 3 Months Ended |
Dec. 31, 2019 | |
Disclosure Text Block [Abstract] | |
Advances | Note 4. Advances As of December 31, 2019 and September 30, 2019, the Company had non-interest bearing advances payable to third parties of $59,650. These advances are payable on demand. |
Convertible Notes Payable
Convertible Notes Payable | 3 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable Convertible notes payable consisted of the following at December 31, 2019 and September 30, 2019: December 31, 2019 September 30, 2019 Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share. $ 20,000 $ 20,000 Convertible note dated April 1, 2019 in the original principal amount of $45,000, maturing February 15, 2019, bearing interest at 12% per year, convertible beginning September 28, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. In October 2019, principal of $45,000 and accrued interest of $2,700 were converted into 19,331,169 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 45,000 Convertible note dated May 21, 2019 in the original principal amount of $35,000, maturing March 15, 2019, bearing interest at 12% per year, convertible beginning November 17, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. In December 2019, principal of $35,000 and accrued interest of $2,100 were converted into 20,502,580 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 35,000 Convertible note dated August 2, 2019 in the original principal amount of $33,000, maturing May 15, 2020, bearing interest at 12% per year, convertible beginning January 29, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,000 33,000 Convertible note dated August 13, 2019 in the original principal amount of $33,000, maturing May 30, 2020, bearing interest at 12% per year, convertible beginning February 9, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,000 33,000 Convertible note dated October 28, 2019 in the original principal amount of $35,000, maturing September 15, 2020, bearing interest at 12% per year, convertible beginning April 5, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 35,000 — Total current convertible notes payable 121,000 166,000 Less: discount on convertible notes payable (5,384 ) (52,205 ) Total convertible notes payable, net of discount $ 115,616 $ 113,795 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. During the three months ended December 31, 2019, the Company recorded discounts to notes payable in connection with beneficial conversion features in the aggregate amount of $32,000 and deferred finance costs of $3,000, and recorded amortization of discounts in the amount of $81,821. As of December 31, 2019 and September 30, 2019, accrued interest on notes payable was $227,917 and $227,734, respectively. During the three months ended December 31, 2019 and 2018, interest expense on the convertible notes payable was $4,983 and $6,983, respectively. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6. Related Party Transactions David Summers, a significant shareholder of the Company, formerly provided consulting services to the Company related to the development of our products. In addition, the Company had previously rented office space from Mr. Summers for $400 per month under a month to month lease. As part of the legal settlement discussed in Note 8, the Company was relived of these outstanding claims, and the unpaid liability balance of $112,804 was retired as contributed capital. Alex Blankenship is paid $5,000 per month under her employment agreement as Chief Executive Officer of the Company. As of December 31, 2019, the Company owed Ms. Blankenship $135,438 for unpaid compensation. As of December 31, 2019, the Company owed Sydney Jim, our former CEO, $38,130 for accrued but unpaid compensation. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 3 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | Note 7. Stockholders’ Equity (Deficit) Preferred Series A During the three months ended December 31, 2019, the Company entered into a settlement agreement with David Summers, the Company’s former CEO and a common stockholder. As part of this settlement, David Summers returned 5,800,000 Series A preferred shares to the Company which were cancelled. See Note 8 for additional information regarding the settlement. Common stock issued for conversion of convertible notes payable During the three months ended December 31, 2019, the Company issued 39,833,749 shares of common stock upon the conversion of principal of $80,000 and accrued interest of $4,800. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. Beneficial conversion feature During the three months ended December 31, 2019, the Company charged to additional paid-in capital the aggregate amount of $32,000 on connection with the beneficial conversion feature of notes payable. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 3 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 8. Commitments and Contingent Liabilities Litigation The Company was involved in a legal dispute with Mr. David Summers, a significant shareholder, regarding the settlement of claims on certain patents and formulas. In October 2019, the Company entered into a settlement agreement with David Summers whereby all claims, disputes and litigation were dismissed. Mr. Summers returned 5,800,000 shares of Series A Preferred stock to the Company, which were cancelled. The Company was relieved of the previously recognized liability for compensation amounts due to Mr. Summers of $112,804. The Company assigned three patents that it previously held to David Summers, which had no book value as of the date of the settlement. The settlement was recorded as a capital transaction due to the related party nature and as such no gain or loss was recorded. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On January 14, 2020, the Company entered into a convertible promissory note of $38,000, which matures on November 1, 2020 and bears interest at 12%. The promissory note is convertible beginning July 16, 2020 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. The Company received cash proceeds of $35,000 after deferred financing fees. On February 10, 2020, the holders of the convertible note payable dated August 2, 2019 elected to convert principal in the amount of $12,000 into 6,000,000 shares of the Company’s common stock at a price of $0.002 per share. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. On February 14, 2020, the holders of the convertible note payable dated August 2, 2019 elected to convert principal in the amount of $14,000 into 9,333,333 shares of the Company’s common stock at a price of $0.0015 per share. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 31, 2019 | |
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 and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2019 which are included on our Form 10-K filed on December 31, 2019. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three months ended December 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2020. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., 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. |
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. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842): Accounting for Leases. This update requires that lessees recognize right-of-use assets and lease liabilities that are measured at the present value of the future lease payments at lease commencement date. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will largely remain unchanged and shall continue to depend on its classification as a finance or operating lease. We have performed a comprehensive review in order to determine what changes were required to support the adoption of this new standard. We elected certain practical expedients permitted under the transition guidance and the optional transition method that allows for a cumulative-effect adjustment in the period of adoption and will not restate prior periods. Under the new guidance, the majority of our leases will continue to be classified as operating leases. The Company adopted this guidance on October 1, 2019, with no impact to the consolidated financial statements due to the Company not being a party to any lease agreements. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company adopted this guidance on October 1, 2019 with no material effect on our consolidated financial statements. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 3 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of convertible notes payable | Convertible notes payable consisted of the following at December 31, 2019 and September 30, 2019: December 31, 2019 September 30, 2019 Convertible note dated April 13, 2017 in the original principal amount of $20,000, no stated maturity date, bearing interest at 3% per year, convertible into common stock at a rate of $0.01 per share. $ 20,000 $ 20,000 Convertible note dated April 1, 2019 in the original principal amount of $45,000, maturing February 15, 2019, bearing interest at 12% per year, convertible beginning September 28, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. In October 2019, principal of $45,000 and accrued interest of $2,700 were converted into 19,331,169 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 45,000 Convertible note dated May 21, 2019 in the original principal amount of $35,000, maturing March 15, 2019, bearing interest at 12% per year, convertible beginning November 17, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. In December 2019, principal of $35,000 and accrued interest of $2,100 were converted into 20,502,580 shares of common stock. There was no gain or loss recognized as the conversion occurred in accordance with the original terms of the agreement. — 35,000 Convertible note dated August 2, 2019 in the original principal amount of $33,000, maturing May 15, 2020, bearing interest at 12% per year, convertible beginning January 29, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,000 33,000 Convertible note dated August 13, 2019 in the original principal amount of $33,000, maturing May 30, 2020, bearing interest at 12% per year, convertible beginning February 9, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 33,000 33,000 Convertible note dated October 28, 2019 in the original principal amount of $35,000, maturing September 15, 2020, bearing interest at 12% per year, convertible beginning April 5, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. 35,000 — Total current convertible notes payable 121,000 166,000 Less: discount on convertible notes payable (5,384 ) (52,205 ) Total convertible notes payable, net of discount $ 115,616 $ 113,795 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (161,037) | $ (328,243) |
Cash flow from operating activities | (82,236) | $ (72,688) |
Working capital | $ 618,298 |
Advances (Details Narrative)
Advances (Details Narrative) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Disclosure Text Block [Abstract] | ||
Advances payable | $ 59,650 | $ 59,650 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | Dec. 31, 2019 | Sep. 30, 2019 |
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Total current convertible notes payable | $ 121,000 | $ 166,000 |
Less: discount on convertible notes payable | (5,384) | (52,205) |
Long-term convertible notes payable, net of discount | 115,616 | 113,795 |
Convertible Note Date April 13, 2017 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible note | 20,000 | 20,000 |
Convertible Note Dated April 1, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible note | 45,000 | |
Convertible Note Dated May 21, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible note | 35,000 | |
Convertible Note Dated August 2, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible note | 33,000 | 33,000 |
Convertible Note Dated August 13, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible note | 33,000 | 33,000 |
Convertible Note Dated October 28, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt [Line Items] | ||
Convertible note | $ 35,000 |
Convertible Notes Payable (De_2
Convertible Notes Payable (Details 1) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Sep. 30, 2019 | |
Convertible Note Date April 13, 2017 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 20,000 | $ 20,000 |
Dated | Apr. 13, 2017 | |
Interest | 3.00% | 3.00% |
Convertible rate | $ 0.01 | $ 0.01 |
Convertible | Convertible into common stock at a rate of $0.01 per share. | |
Convertible Note Dated August 13, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 33,000 | $ 33,000 |
Dated | Aug. 13, 2019 | |
Interest | 12.00% | 12.00% |
Maturing | May 30, 2020 | |
Convertible | Convertible beginning February 9, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion | |
Convertible Note Dated August 2, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 33,000 | $ 33,000 |
Dated | Aug. 2, 2019 | |
Interest | 12.00% | 12.00% |
Maturing | May 15, 2020 | |
Convertible | convertible beginning January 29, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. | |
Convertible Note Dated May 21, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 35,000 | $ 35,000 |
Dated | May 21, 2019 | |
Interest | 12.00% | 12.00% |
Maturing | March 15, 2019 | |
Convertible | convertible beginning November 17, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion | |
Convertible Note Dated October 28, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 35,000 | $ 35,000 |
Dated | Oct. 28, 2019 | |
Interest | 12.00% | 12.00% |
Maturing | September 15, 2020 | |
Convertible | convertible beginning April 5, 2020 into common stock at a rate of 65% of the average of the two lowest bid prices during the 15 trading days prior to conversion. | |
Convertible Note Dated April 1, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 45,000 | $ 45,000 |
Dated | Apr. 1, 2019 | |
Interest | 12.00% | 12.00% |
Maturing | February 15, 2019 | |
Convertible | convertible beginning September 28, 2019 into common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion | |
Convertible Note Dated October 31, 2019[Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 45,000 | |
Amount converted | $ 2,700 | |
Converted shares of common stock | 19,331,169 | |
Convertible Note Dated December 31, 2019 [Member] | ||
Convertible Notes Payable (Details) - Convertible Debt (Parentheticals) [Line Items] | ||
Amount | $ 35,000 | |
Amount converted | $ 2,100 | |
Converted shares of common stock | 20,502,580 |
Convertible Notes Payable (De_3
Convertible Notes Payable (Details Narrative) - USD ($) | 3 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2019 | |
Description of conversion of stock | 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. | ||
Beneficial conversion feature | $ 32,000 | $ 97,421 | |
Deferred finance costs | 3,000 | ||
Amortization of discounts | 81,821 | 76,554 | |
Accrued interest on notes payable | 227,917 | $ 227,734 | |
Convertible Notes Payable [Member] | |||
Interest expense | 4,983 | $ 6,983 | |
Additional Paid-in capital [Member] | |||
Beneficial conversion feature | $ 32,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended |
Dec. 31, 2019USD ($) | |
Unpaid liability | $ 112,804 |
Majority Shareholder [Member] | |
Operating Leases, Rent Expense, Minimum Rentals | 400 |
Chief Executive Officer [Member] | |
Related party transaction | 5,000 |
Unpaid compensation | 135,438 |
Former CEO [Member] | |
Unpaid compensation | $ 38,130 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Details Narrative) - USD ($) | 3 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Beneficial conversion feature | $ 32,000 | $ 97,421 |
Additional Paid-in capital [Member] | ||
Beneficial conversion feature | $ 32,000 | |
Convertible Note Payable [Member] | ||
Number of shares issue for debt conversion | 39,833,749 | |
Face amount | $ 80,000 | |
Debt accrued interest | $ 4,800 | |
Series A Preferred Stock [Member] | David Summers [Member] | ||
Number of shares cancelled | 5,800,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Narrative) - David Summers [Member] | 3 Months Ended |
Dec. 31, 2019USD ($)shares | |
Liability for compensation amounts | $ | $ 112,804 |
Series A Preferred Stock [Member] | |
Number of shares cancelled | shares | 5,800,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Feb. 14, 2020USD ($)Number$ / shares | Feb. 10, 2020USD ($)Number$ / shares | Jan. 14, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Proceeds from convertible debt | $ 32,000 | $ 35,000 | |||
Convertible Note Payable [Member] | |||||
Face amount | $ 80,000 | ||||
Subsequent Event [Member] | Convertible Promissory Note [Member] | |||||
Face amount | $ 38,000 | ||||
Maturity date | Nov. 1, 2020 | ||||
Debt stated percentage | 12.00% | ||||
Earliest date | Jul. 16, 2020 | ||||
Description of the type of equity security | Common stock at a rate of 65% of the average of the two lowest trading prices during the 15 trading days prior to conversion. | ||||
Proceeds from convertible debt | $ 35,000 | ||||
Subsequent Event [Member] | Convertible Note Payable [Member] | |||||
Face amount | $ 14,000 | $ 12,000 | |||
Number of equity instruments convertible | Number | 9,333,333 | 6,000,000 | |||
Conversion price (in dollars per share) | $ / shares | $ 0.0015 | $ 0.002 |