Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 27, 2021 | Mar. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --09-30 | ||
Entity File Number | 333-170315 | ||
Entity Registrant Name | GlobeStar Therapeutics Corporation | ||
Entity Central Index Key | 0001502152 | ||
Entity Tax Identification Number | 27-3480481 | ||
Entity Incorporation, State or Country Code | WY | ||
Entity Address, Address Line One | 719 Jadewin Avenue | ||
Entity Address, City or Town | Richland | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 99352 | ||
City Area Code | 206 | ||
Local Phone Number | 451-1970 | ||
Title of 12(b) Security | Common stock | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 22,375,919 | ||
Entity Common Stock, Shares Outstanding | 600,374,826 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2021 | Sep. 30, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 5,960 | $ 81,442 |
Prepaid expenses | 4,783 | |
Inventory, net | 2,412 | |
Total current assets | 5,960 | 88,637 |
Fixed assets, net of accumulated depreciation of $3,194 and $1,919,respectively | 1,275 | |
TOTAL ASSETS | 5,960 | 89,912 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 222,778 | 133,467 |
Accounts payable to related party | 119,655 | 173,568 |
Advances payable | 59,650 | 59,650 |
Current portion of convertible notes payable, net of discount of $0 and $34,923, respectively | 20,000 | 155,077 |
Series G Preferred Stock Liability, net of discount of $21,575 and $0, respectively | 86,130 | |
Current portion of accrued interest payable | 223,568 | 227,372 |
Total current liabilities | 731,781 | 749,134 |
TOTAL LIABILITIES | 731,781 | 749,134 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value, unlimited shares authorized; 561,495,726 and 436,218,342 shares issued and outstanding at September 30, 2021 and 2020, respectively | 561,494 | 436,217 |
Additional paid-in capital | 15,228,254 | 6,118,002 |
Stock payable, consisting of 25,980,000 and 0 shares to be issued at September 30, 2021 and 2020, respectively | 499,500 | |
Accumulated deficit | (17,016,966) | (7,215,338) |
TOTAL STOCKHOLDERS’ DEFICIT | (725,821) | (659,222) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 5,960 | 89,912 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
TOTAL STOCKHOLDERS’ DEFICIT | ||
Series D Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 510 | 510 |
TOTAL STOCKHOLDERS’ DEFICIT | 510 | 510 |
Series E Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 1,000 | 1,000 |
TOTAL STOCKHOLDERS’ DEFICIT | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 387 | 387 |
TOTAL STOCKHOLDERS’ DEFICIT | $ 387 | $ 387 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated depreciation | $ 3,194 | $ 1,919 |
Current portion of convertible notes payable, discount | 0 | 34,923 |
Preferred stock, liability | $ 86,130 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares outstanding | 561,495,726 | 561,495,726 |
Common stock, shares outstanding | 436,218,342 | 436,218,342 |
Preferred stock, authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Stock payable, shares | 0 | 25,980,000 |
Series G Preferred Stock [Member] | ||
Preferred stock, liability | $ 21,575 | $ 0 |
Preferred stock,outstanding | 93,500 | |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, issued | 0 | 0 |
Preferred stock,outstanding | 0 | 0 |
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 STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||
REVENUE | $ 77 | |
Cost of goods sold | 2,412 | 37,682 |
Gross profit (loss) | (2,412) | (37,605) |
OPERATING EXPENSES | ||
General and administrative expenses | 9,091,817 | 266,066 |
Total operating expenses | 9,091,817 | 266,066 |
LOSS FROM OPERATIONS | (9,094,229) | (303,671) |
OTHER INCOME (EXPENSE) | ||
Loss on settlement of liabilities, related party | (419,900) | |
Interest expense | (287,499) | (238,060) |
Net loss | $ (9,801,628) | $ (541,731) |
Net loss per share available to common shareholders | $ (0.02) | $ 0 |
Weighted average shares outstanding - basic and diluted | 482,090,899 | 298,091,153 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Series A Preferred Stock [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Total |
Beginning balance, value at Sep. 30, 2019 | $ 170,468 | $ 1,225,272 | $ (6,673,607) | $ 4,590,535 | $ 510 | $ 1,000 | $ 387 | $ (685,435) | |
Balance, Beginning (in shares) at Sep. 30, 2020 at Sep. 30, 2019 | 170,467,283 | 5,800,000 | 509,988 | 1,000,000 | 386,975 | ||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 250,749 | (18,609) | 232,140 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 250,751,059 | ||||||||
Stock-based compensation | $ 10,000 | 25,500 | 35,500 | ||||||
Stock-based compensation (in shares) | 10,000,000 | ||||||||
Common stock sold to officer for cash | $ 5,000 | (4,500) | 500 | ||||||
Common stock sold to officer for cash (in shares) | 5,000,000 | ||||||||
Beneficial conversion discount on convertible notes payable | 187,000 | 187,000 | |||||||
Return of Series A preferred shares for legal settlement | 4,703,339 | $ (4,590,535) | 112,804 | ||||||
Return of Series A preferred shares for legal settlement (in shares) | (5,800,000) | ||||||||
Net loss | (541,731) | (541,731) | |||||||
Ending balance, value at Sep. 30, 2020 | $ 436,217 | 6,118,002 | (7,215,338) | $ 510 | $ 1,000 | $ 387 | (659,222) | ||
Balance, End (in shares) at Sep. 30, 2021 at Sep. 30, 2020 | 436,218,342 | 0 | 509,988 | 1,000,000 | 386,975 | ||||
Common stock issued for conversion of convertible note payable and accrued interest | $ 40,817 | 250,685 | 291,502 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 40,817,050 | ||||||||
Stock-based compensation | $ 68,260 | 7,987,737 | 8,055,997 | ||||||
Stock-based compensation (in shares) | 73,260,334 | ||||||||
Beneficial conversion discount on convertible notes payable | 225,000 | 225,000 | |||||||
Net loss | (9,801,628) | (9,801,628) | |||||||
Stock-based compensation, related parties | $ 5,000 | 70,000 | 75,000 | ||||||
Stock-based compensation, related parties (in shares) | 5,000,000 | ||||||||
Sale of common stock units for cash proceeds | 379,500 | 379,500 | |||||||
Sale of common stock units for cash proceeds, related parties | 120,000 | 120,000 | |||||||
Issuance of common stock and retirement of accrued compensation with related party | $ 11,200 | 538,700 | 549,900 | ||||||
Issuance of common stock and retirement of accrued compensation with related party (in shares) | 11,200,000 | ||||||||
Settlement of accounts payable with related party | 38,130 | 38,130 | |||||||
Ending balance, value at Sep. 30, 2021 | $ 561,494 | $ 15,228,254 | $ 499,500 | $ (17,016,966) | $ 510 | $ 1,000 | $ 387 | $ (725,821) | |
Balance, End (in shares) at Sep. 30, 2021 at Sep. 30, 2021 | 561,495,726 | 0 | 509,988 | 1,000,000 | 386,975 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,801,628) | $ (541,731) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation | 8,055,997 | |
Stock compensation, related parties | 75,000 | 35,500 |
Depreciation | 1,275 | 1,329 |
Amortization of discount on convertible note payable | 274,803 | 225,282 |
Inventory impairment | 2,412 | 37,667 |
Loss on settlement of liabilities, related party | 419,900 | |
Changes in operating assets and liabilities | ||
Inventory | 36 | |
Prepaid expenses | 4,783 | (3,996) |
Accounts payable and accrued liabilities | 89,313 | (1,600) |
Accounts payable and accrued liabilities to related party | 114,217 | (5,000) |
Accrued interest payable | 12,696 | 12,778 |
NET CASH USED IN OPERATING ACTIVITIES | (751,232) | (239,735) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Cash used to acquire fixed assets | (1,782) | |
NET CASH USED IN INVESTING ACTIVITIES | (1,782) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 95,000 | 222,000 |
Proceeds from sale of share-settled Series G preferred stock | 81,250 | |
Proceeds from sale of common stock | 499,500 | 500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 675,750 | 222,500 |
NET INCREASE IN CASH | (75,482) | (19,017) |
Cash at beginning of period | 81,442 | 100,459 |
Cash at end of period | 5,960 | 81,442 |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transactions: | ||
Conversion of convertible notes payable and accrued interest into common stock | 291,500 | 232,140 |
Return of Series A preferred shares and settlement of related party compensation | 4,703,339 | |
Beneficial conversion discount on convertible note payable | 225,000 | 187,000 |
Settlement of liabilities with related party | $ 38,130 |
General Organization and Busine
General Organization and Business | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
General Organization and Business | Note 1. General Organization and Business GlobeStar Therapeutics Corporation (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. As part of these Articles of Continuance, effective October 4, 2019, the Company has no limit on the authorized shares of common stock that can be issued. The Company filed its Certificate of Dissolution with the Secretary of State of Nevada on October 21, 2019 because it is no longer a Nevada corporation. The Company changed its name to GlobeStar Therapeutics Corporation on April 27, 2021 from Angiosoma Inc. to better reflect our expanded platform of products that include breakthrough addition of treatment for Multiple Sclerosis and other neurodegenerative diseases. The potential pharmaceutical products related to treatment for multiple sclerosis are licensed to the Company through the worldwide licensing agreement described in Note 8. On April 27, 2021, the Board of Directors of the Company elected Steven F. Penderghast as a director of the Company. On April 28, 2021, the Board of Directors elected William Farley as a director of the Company. On May 6, 2021, the Board of Directors of the Company elected David Croom as Executive Vice President of the Company. On May 12, 2021 the Board of Directors elected Robert Chicoski, CPA as Chief Financial Officer and Treasurer of the Company. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation 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. 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. Fair Value of 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 September 30, 2021. 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 payable and accrued expenses. Revenue Recognition The Company recognized revenue from product sales of its previous business upon product delivery. All of our products are shipped through a third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. Cash and Cash Equivalents All cash is maintained with a major financial institution in the United States. Deposits with this bank may occasionally exceed the amount of insurance provided on such deposits. For the purpose of the financial statements, cash includes cash in banks. Cash was $ 5,960 81,442 no Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. As of September 30, 2021, the Company record an allowance for slow-moving inventory of $ 0 2,412 Property and equipment Property and equipment of the Company is stated at cost. In accordance with ASC Topic 360 Property, Plant and Equipment Depreciation expense was $ 1,275 1,329 Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes 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 September 30, 2021 or 2020. Recently Issued Accounting Pronouncements Accounting standards promulgated by the Financial Accounting Standards Board (the “FASB”) are subject to change. Changes in such standards may have an impact on our future financial statements. The following are a summary of recent accounting developments. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows. |
Going Concern
Going Concern | 12 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. For the year ended September 30, 2021, the Company had a net loss of $ 9,801,628 725,821 17,016,966 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions For the year ended September 30, 2021 In January 2021, the Company’s former Chief Executive Officer Sydney Jim agreed to forgive all accrued but unpaid compensation of $ 38,130 In March 2021, the Company entered into severance agreement with its former CEO Alex Blankenship. The Company owed Ms. Blankenship unpaid compensation of $ 130,000 8,600,000 447,200 317,200 2,600,000 102,700 419,900 1,000,000 325,000 325,000 During the year ended September 30, 2021, the Company issued 5,000,000 75,000 For the year ended September 30, 2020 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 $ 400 112,804 5,800,000 4,590,535 Alex Blankenship was paid $ 5,000 135,438 As of September 30, 2020, the Company owed Sydney Jim, our former CEO, $ 38,130 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable | Note 5. Convertible Notes Payable Convertible notes payable consisted of the following at September 30, 2021 and September 30, 2020 September 30, 2021 September 30, 2020 Convertible note dated April 13, 2017 20,000 3 0.01 $ 20,000 $ 20,000 Convertible note dated March 30, 2020 28,000 January 15, 2021 12 convertible beginning September 26, 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. 1,680 9,275,000 — 28,000 Convertible note dated June 10, 2020 33,000 April 15, 2021 12 convertible beginning December 8, 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. 1,980 9,994,286 — 33,000 Convertible note dated July 7, 2020 38,000 May 15, 2021 12 convertible beginning January 3, 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. 2,280 10,886,486 — 38,000 Convertible note dated July 30, 2020 33,000 June 15 2021 12 convertible beginning February 20, 2021 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. 1,980 4,115,294 — 33,000 Convertible note dated August 24, 2020 38,000 June 30, 2021 12 convertible beginning January 26, 2021 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. 2,280 2,549,367 — 38,000 Convertible note dated October 6, 2020 33,000 July 30 2021 12 convertible beginning April 4, 2021 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. 1,980 1,193,857 — — Convertible note dated January 5, 2021 38,500 January 5, 2022 12 convertible beginning July 4, 2021 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 February 4, 2021 33,500 February 4, 2022 12 convertible beginning August 3, 2021 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. — — Total current convertible notes payable 20,000 190,000 Less: discount on convertible notes payable — (34,923 ) Total convertible notes payable, net of discount $ 20,000 $ 155,077 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 year ended September 30, 2021, the Company recognized $ 10,000 225,000 11,415 269,923 18,000 187,000 12,778 225,282 As of September 30, 2021 and September 30, 2020, accrued interest on convertible notes payable was $ 222,287 227,372 Conversions to Common Stock During the year ended September 30, 2021, the holders of the convertible notes payable elected to convert principal of $ 275,000 16,502 40,817,050 During the year ended September 30, 2020, the holders of the convertible notes payable elected to convert principal and accrued interest of $ 232,140 250,751,059 Advances As of September 30, 2021 and September 30, 2020, the Company had non-interest bearing advances payable to third parties of $ 59,650 |
Stockholders_ deficit
Stockholders’ deficit | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders’ deficit | Note 6. Stockholders’ deficit The Company has unlimited 20,000,000 561,495,726 386,975 93,500 Preferred Stock Our authorized preferred stock consists of 20,000,000 shares of $ 0.001 Series A Preferred Stock 6,000,000 2.00 5,000,000 6,000,000 8 1,600,000 5,800,000 4,590,535 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 B Preferred Stock 1,000,000 1.00 8 1.00 During the year ended September 30, 2018, the Company issued 500,000 Series C Preferred Stock 1,200,000 0.50 The Series C Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of one share of common stock for each share of Series C Preferred Stock 0.50 Series D Preferred Stock 539,988 1.00 The Series D Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. 60,000 509,988 Series E Preferred Stock 1,000,000 At September 30, 2021 and 2020, there were 1,000,000 On March 31, 2021, The Company agreed to repurchase 1,000,000 325,000 325,000 Series F Preferred Stock 501,975 1.00 60,000 386,975 Series G Preferred Stock 1,000,000 1.00 8 93,500 81,250 Based on the economic characteristics of the Series G Preferred Stock, the Company determined that the Series G should be accounted for as a liability under ASC 480-10, based on the discounted conversion price providing an effectively fixed monetary amount that the preferred stock is convertible into. The Company recorded a debt discount of $35,625 for the difference between the cash proceeds and the total amount to be redeemed by the holder of $116,875. The Company amortized $4,880 of this discount through September 30, 2021. The dividends on the Series G Preferred Stock are accrued as interest expense and totaled $1,281 through September 30, 2021. Conversions to Common Stock During the year ended September 30, 2021, the holders of the convertible notes payable elected to convert principal and accrued interest of $ 291,500 40,817,050 During the year ended September 30, 2020, the holders of the convertible notes payable elected to convert principal of $219,000 and accrued interest of $ 13,140 250,751,059 Common stock issued for services In March 2021, the Company entered into severance agreement with its former CEO Alex Blankenship. The Company owed Ms. Blankenship unpaid compensation of $130,000 and agreed to issue 8,600,000 447,200 317,200 2,600,000 325,000 During the year ended September 30, 2021, the Company issued a total of 15,000,000 717,500 During the year ended September 30, 2020, the Company issued 10,000,000 shares of common stock with a fair value of $24,000 to the President of SomaCeuticals, based on the closing price of the Company’s common stock of $0.0024 at the date of grant. The Company also issued 5,000,000 common shares to the President and CEO of the Company in exchange for $500 cash. Due to the sale at a value below current market pricing, the Company recognized stock-based compensation expense of $11,500 related to this issue, based on the closing price of the Company’s common stock of $0.0024 at the date of grant. The Company recognized a total of $35,500 of stock-based compensation expense for these awards. Common Stock Units During the year ended September 30, the Company sold common stock units to investors. Each unit consist of 400,000 600,000 0.03 499,500 29,970,000 350,462 261.3 261.8 0 0.19 0.24 Common Stock Options During the year ended September 30, 2021, the Board of Directors approved grants of 70,000,000 options to officers and medical advisory board members. The stock options have an exercise price of $ 0.003 two 1 2 253.3 262.8 0 0.35 0.36 The following table summarizes the stock option activity for the year ended September 30, 2021 Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding, September 30, 2020 — $ — Granted 70,000,000 $ 0.003 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, September 30, 2021 70,000,000 $ 0.003 As of September 30, 2021, the aggregate intrinsic value of options vested and outstanding were $ 0 1.6 Beneficial Conversion Feature During the year ended September 30, 2021 and 2020, the Company charged to additional paid-in capital the aggregate amount of $225,000 and $187,000, respectively, in connection with the beneficial conversion feature of notes payable. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 7. 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 5,800,000 112,804 |
License Agreement
License Agreement | 12 Months Ended |
Sep. 30, 2021 | |
License Agreement | |
License Agreement | Note 8. License Agreement Effective August 23, 2020 the Company’s wholly-owned subsidiary, SomaCeuticals, Inc. entered into an exclusive global license agreement with 7 to Stand, Inc. for the rights to U.S. patent 10,610,592 7.1 ● Common shares representing 5% of total number of outstanding common shares of the Company immediately following any change of control of the Company; the Company issued 29,130,167 shares of common stock as a result of the change of control discussed in Note 5. These shares were issued in July 2021 ● 29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; These shares were issued in July 2021 ● 29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and ● Common shares representing an adjustment to increase 7 to Stand’s total ownership to 19.99% of total number of outstanding common shares of the Company immediately following FDA clearance of the product for sale. The Company expects to issue 29,130,166 shares of common stock related to this provision if met. ● No royalties have been earned or paid to 7 to Stand. The license agreement may be terminated by 7 to Stand if 1) SomaCeuticals does not begin clinical trials within one year of the agreement; 2) if SomaCeuticals terminates the continuation of the clinical trials; or 3) shall not commence marketing the product within reasonable time after obtaining FDA approval During the year ended September 30, 2021, the Company recognized share-based compensation expense of $ 3,204,318 |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9. Income Taxes There is no current or deferred income tax expense or benefit for the period ended September 30, 2021 and 2020. The Company currently has net operating loss carryforwards aggregating approximately $ 3,647,000 The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the period from April 29, 2016 (date of inception) through September 30, 2021 and 2020 is the valuation allowance as follows. Schedule of provision for income taxes September 30, 2021 September 30, 2020 Net operating loss carryforward at statutory tax rate $ 768,000 $ 475,000 Valuation allowance (768,000 ) (475,000 ) Deferred tax benefit, net $ — $ — The Company has not recognized an income tax benefit for the period based on uncertainties concerning its ability to generate taxable income in future periods. The tax benefit for the current period presented is offset by a valuation allowance ( 100 The tax returns for fiscal year 2017 and forward are still open for review by the Internal Revenue Service. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10. Subsequent Events Subsequent to September 30, 2021, the Company sold an aggregate of 171,875 145,000 Subsequent to September 30, 2021, the Company issued 6,000,000 900,000 15,000 On November 5, 2021, a holder of Series F Preferred Stock converted 128,991 12,899,100 In December 2021, the Company issue 19,980,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation 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. |
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. |
Fair Value of Financial Instruments | Fair Value of 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 September 30, 2021. 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 payable and accrued expenses. |
Revenue Recognition | Revenue Recognition The Company recognized revenue from product sales of its previous business upon product delivery. All of our products are shipped through a third-party fulfillment center to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. Effective June 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identifying the contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to each performance obligation in the contract; and (5) recognizing revenue when each performance obligation is satisfied. |
Cash and Cash Equivalents | Cash and Cash Equivalents All cash is maintained with a major financial institution in the United States. Deposits with this bank may occasionally exceed the amount of insurance provided on such deposits. For the purpose of the financial statements, cash includes cash in banks. Cash was $ 5,960 81,442 no |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. The Company reviews its inventory for obsolescence and any inventory identified as obsolete is reserved or written off. The Company’s determination of obsolescence is based on assumptions about the demand for its products, product expiration dates, estimated future sales, and management’s future plans. As of September 30, 2021, the Company record an allowance for slow-moving inventory of $ 0 2,412 |
Property and equipment | Property and equipment Property and equipment of the Company is stated at cost. In accordance with ASC Topic 360 Property, Plant and Equipment Depreciation expense was $ 1,275 1,329 |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes |
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 September 30, 2021 or 2020. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting standards promulgated by the Financial Accounting Standards Board (the “FASB”) are subject to change. Changes in such standards may have an impact on our future financial statements. The following are a summary of recent accounting developments. There are various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on our consolidated financial position, results of operations or cash flows. |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Convertible notes payable consisted of the following at September 30, 2021 and September 30, 2020 | Convertible notes payable consisted of the following at September 30, 2021 and September 30, 2020 September 30, 2021 September 30, 2020 Convertible note dated April 13, 2017 20,000 3 0.01 $ 20,000 $ 20,000 Convertible note dated March 30, 2020 28,000 January 15, 2021 12 convertible beginning September 26, 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. 1,680 9,275,000 — 28,000 Convertible note dated June 10, 2020 33,000 April 15, 2021 12 convertible beginning December 8, 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. 1,980 9,994,286 — 33,000 Convertible note dated July 7, 2020 38,000 May 15, 2021 12 convertible beginning January 3, 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. 2,280 10,886,486 — 38,000 Convertible note dated July 30, 2020 33,000 June 15 2021 12 convertible beginning February 20, 2021 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. 1,980 4,115,294 — 33,000 Convertible note dated August 24, 2020 38,000 June 30, 2021 12 convertible beginning January 26, 2021 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. 2,280 2,549,367 — 38,000 Convertible note dated October 6, 2020 33,000 July 30 2021 12 convertible beginning April 4, 2021 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. 1,980 1,193,857 — — Convertible note dated January 5, 2021 38,500 January 5, 2022 12 convertible beginning July 4, 2021 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 February 4, 2021 33,500 February 4, 2022 12 convertible beginning August 3, 2021 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. — — Total current convertible notes payable 20,000 190,000 Less: discount on convertible notes payable — (34,923 ) Total convertible notes payable, net of discount $ 20,000 $ 155,077 |
Stockholders_ deficit (Tables)
Stockholders’ deficit (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
The following table summarizes the stock option activity for the year ended September 30, 2021 | The following table summarizes the stock option activity for the year ended September 30, 2021 Schedule of Stock Option Activity Options Weighted-Average Exercise Price Per Share Outstanding, September 30, 2020 — $ — Granted 70,000,000 $ 0.003 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, September 30, 2021 70,000,000 $ 0.003 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of provision for income taxes | The provision for income taxes is different from that which would be obtained by applying the statutory federal income tax rate to income before income taxes. The items causing this difference for the period from April 29, 2016 (date of inception) through September 30, 2021 and 2020 is the valuation allowance as follows. Schedule of provision for income taxes September 30, 2021 September 30, 2020 Net operating loss carryforward at statutory tax rate $ 768,000 $ 475,000 Valuation allowance (768,000 ) (475,000 ) Deferred tax benefit, net $ — $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||
Cash | $ 5,960 | $ 81,442 |
Cash equivalents | 0 | 0 |
Allowance for slow-moving inventory | 0 | |
write off inventory | 2,412 | |
Depreciation | $ 1,275 | $ 1,329 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (9,801,628) | $ (541,731) |
Working capital | 725,821 | |
Accumulated deficit | $ (17,016,966) | $ (7,215,338) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | |||
Issuance of common stock | $ 499,500 | $ 500 | |
Fair value of stock | 0 | ||
Share based compensation | 8,055,997 | ||
Due to Related Parties, Current | $ 112,804 | ||
Stock Repurchased and Retired During Period, Shares | 5,800,000 | ||
Series A Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Book Value | 4,590,535 | ||
Former CEO [Member] | |||
Related Party Transaction [Line Items] | |||
Unpaid compensation | 38,130 | $ 38,130 | |
Chief Executive Officer [Member] | |||
Related Party Transaction [Line Items] | |||
Unpaid compensation | $ 130,000 | 135,438 | |
Issuance of common stock | 8,600,000 | ||
Fair value of stock | 447,200 | 717,500 | |
Loss on settlement | $ 317,200 | ||
Share issued | 2,600,000 | ||
Purchase price of stock | 1,000,000 | ||
Related party transaction | 5,000 | ||
Chief Executive Officer [Member] | Series E Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Purchase price of stock | 1,000,000 | ||
Share based compensation | $ 325,000 | ||
Chief Executive Officer [Member] | Series A Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Stock Repurchased and Retired During Period, Shares | 5,800,000 | ||
Book Value | 4,590,535 | ||
Ms Blankenship [Member] | |||
Related Party Transaction [Line Items] | |||
Fair value of stock | $ 102,700 | ||
Loss on settlement | 419,900 | ||
New C E O [Member] | Series E Preferred Stock [Member] | |||
Related Party Transaction [Line Items] | |||
Share based compensation | $ 325,000 | 325,000 | |
C F O Robert Chickoski [Member] | |||
Related Party Transaction [Line Items] | |||
Issuance of common stock | 5,000,000 | ||
Fair value of stock | $ 75,000 | ||
Majority Shareholder [Member] | |||
Related Party Transaction [Line Items] | |||
Monthly lease amount | $ 400 |
Convertible notes payable consi
Convertible notes payable consisted of the following at September 30, 2021 and September 30, 2020 (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||
Long-term Debt, Gross | $ 20,000 | $ 190,000 |
Debt Instrument, Unamortized Discount | (34,923) | |
Convertible Notes Payable, Noncurrent | $ 20,000 | 155,077 |
Convertible Note Date April 13 2017 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Apr. 13, 2017 | |
Amount | $ 20,000 | |
Interest | 3.00% | |
Debt Instrument, Convertible, Conversion Price | $ 0.01 | |
Convertible note | $ 20,000 | 20,000 |
Convertible Note Dated March 302020 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Mar. 30, 2020 | |
Amount | $ 28,000 | |
Interest | 12.00% | |
Convertible note | 28,000 | |
Debt Instrument, Maturity Date, Description | January 15, 2021 | |
Convertible | convertible beginning September 26, 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. | |
Amount | $ 1,680 | |
Converted | 9,275,000 | |
Convertible Note Dated June 10 2020 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Jun. 10, 2020 | |
Amount | $ 33,000 | |
Interest | 12.00% | |
Convertible note | 33,000 | |
Debt Instrument, Maturity Date, Description | April 15, 2021 | |
Convertible | convertible beginning December 8, 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. | |
Amount | $ 1,980 | |
Converted | 9,994,286 | |
Convertible Note Dated July 7 2020 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Jul. 7, 2020 | |
Amount | $ 38,000 | |
Interest | 12.00% | |
Convertible note | $ 38,000 | |
Debt Instrument, Maturity Date, Description | May 15, 2021 | |
Convertible | convertible beginning January 3, 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. | |
Amount | $ 2,280 | |
Converted | 10,886,486 | |
Convertible Note Dated July 302020 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Jul. 30, 2020 | |
Amount | $ 33,000 | |
Interest | 12.00% | |
Convertible note | 33,000 | |
Debt Instrument, Maturity Date, Description | June 15 2021 | |
Convertible | convertible beginning February 20, 2021 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. | |
Amount | $ 1,980 | |
Converted | 4,115,294 | |
Convertible Note Dated August 242020 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Aug. 24, 2020 | |
Amount | $ 38,000 | |
Interest | 12.00% | |
Convertible note | 38,000 | |
Debt Instrument, Maturity Date, Description | June 30, 2021 | |
Convertible | convertible beginning January 26, 2021 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. | |
Amount | $ 2,280 | |
Converted | 2,549,367 | |
Convertible Note Dated October 62020 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Oct. 6, 2020 | |
Amount | $ 33,000 | |
Interest | 12.00% | |
Convertible note | ||
Debt Instrument, Maturity Date, Description | July 30 2021 | |
Convertible | convertible beginning April 4, 2021 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. | |
Amount | $ 1,980 | |
Converted | 1,193,857 | |
Convertible Note Dated January 52021 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Jan. 5, 2021 | |
Amount | $ 38,500 | |
Interest | 12.00% | |
Convertible note | ||
Debt Instrument, Maturity Date, Description | January 5, 2022 | |
Convertible | convertible beginning July 4, 2021 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 February 42021 [Member] | ||
Short-term Debt [Line Items] | ||
Dated | Feb. 4, 2021 | |
Amount | $ 33,500 | |
Interest | 12.00% | |
Convertible note | ||
Debt Instrument, Maturity Date, Description | February 4, 2022 | |
Convertible | convertible beginning August 3, 2021 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 Notes Payable (Deta
Convertible Notes Payable (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Short-term Debt [Line Items] | ||
Beneficial conversion discount on convertible note payable | $ 225,000 | $ 187,000 |
Interest Expense | 287,499 | 238,060 |
Principal amount | 223,568 | 227,372 |
Conversion of shares | 291,502 | 232,140 |
Short-term Debt | $ 59,650 | 59,650 |
Convertible Debt [Member] | ||
Short-term Debt [Line Items] | ||
Beneficial conversion discount on convertible note payable | 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. | |
Deferred Costs | $ 10,000 | 18,000 |
Beneficial conversion discount on convertible note payable | 225,000 | 187,000 |
Interest Expense | 11,415 | 12,778 |
Amortization of Debt Discount (Premium) | 269,923 | 225,282 |
Principal amount | 16,502 | 232,140 |
Debt conversion amount | 275,000 | |
Conversion of shares | $ 40,817,050 | $ 250,751,059 |
The following table summarizes
The following table summarizes the stock option activity for the year ended September 30, 2021 (Details) | 12 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Equity [Abstract] | |
Outstanding at beginning | shares | |
Outstanding at beginning | $ 0 |
Granted | shares | 70,000,000 |
Granted | $ 0.003 |
Expired | shares | 0 |
Exercised | $ 0 |
Forfeited | shares | 0 |
Forfeited | $ 0 |
Expired | $ 0 |
Outstanding at ending | shares | 70,000,000 |
Options exercisable at ending | $ 0.003 |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) - USD ($) | Aug. 11, 2021 | Sep. 21, 2017 | Sep. 12, 2017 | Mar. 31, 2021 | Oct. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2018 | Aug. 03, 2015 |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | Unlimited | Unlimited | |||||||||
Preferred Stock, share authorized | 20,000,000 | 20,000,000 | |||||||||
Common stock, shares authorized | 561,495,726 | ||||||||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Stock Repurchased and Retired During Period, Shares | 5,800,000 | ||||||||||
Cash | $ 5,960 | $ 81,442 | |||||||||
Share based compensation | 8,055,997 | ||||||||||
Proceeds from Issuance of Common Stock | 499,500 | $ 500 | |||||||||
Fair value of stock | $ 0 | ||||||||||
Fair value dividend rate | 0.00% | ||||||||||
Expected life | 1 year 7 months 6 days | ||||||||||
Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 253.30% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.35% | ||||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 2 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 262.80% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.36% | ||||||||||
Board Of Directors [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.003 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 15,000,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 40,817,050 | 250,751,059 | |||||||||
Proceeds from Issuance of Common Stock | $ 499,500 | ||||||||||
Common Unit, Authorized | 400,000 | ||||||||||
Fair Value Adjustment of Warrants | $ 350,462 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 261.30% | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 261.80% | ||||||||||
Fair value dividend rate | 0.00% | ||||||||||
Risk free rate, minimum | 0.19% | ||||||||||
Risk free rate, maximum | 0.24% | ||||||||||
Warrant [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase Price | 600,000 | ||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 29,970,000 | ||||||||||
Warrant, Exercise Price, Increase | $ 0.03 | ||||||||||
Convertible Debt [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Debt Instrument, Increase, Accrued Interest | $ 291,500 | $ 13,140 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 40,817,050 | 250,751,059 | |||||||||
Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase Price | 1,000,000 | ||||||||||
Proceeds from Issuance of Common Stock | $ 8,600,000 | ||||||||||
Fair value of stock | 447,200 | $ 717,500 | |||||||||
Gain (Loss) Related to Litigation Settlement | $ 317,200 | ||||||||||
Shares, Issued | 2,600,000 | ||||||||||
Series F Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, share authorized | 501,975 | ||||||||||
Preferred Stock, Shares Outstanding | 386,975 | 386,975 | |||||||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 1 | ||||||||||
Preferred Stock, shares issued | 386,975 | 386,975 | |||||||||
Stock Repurchased During Period, Shares | 60,000 | ||||||||||
Series G Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, share authorized | 1,000,000 | ||||||||||
Preferred Stock, Shares Outstanding | 93,500 | ||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 1 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 800.00% | ||||||||||
Stock Issued During Period, Shares, Issued for Services | 93,500 | ||||||||||
Net Cash Proceeds | $ 81,250 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | |||||||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, share designated | 6,000,000 | ||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 2 | ||||||||||
Preferred Stock, shares issued | 0 | 0 | |||||||||
Preferred Stock Dividends, Shares | 6,000,000 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 800.00% | ||||||||||
Preferred Stock, Liquidation Preference, Value | $ 1,600,000 | ||||||||||
Book Value | $ 4,590,535 | ||||||||||
Series A Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Repurchased and Retired During Period, Shares | 5,800,000 | ||||||||||
Book Value | $ 4,590,535 | ||||||||||
Series A Preferred Stock [Member] | David Summers [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock Repurchased and Retired During Period, Shares | 5,800,000 | 5,800,000 | |||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, share authorized | 1,000,000 | ||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 1 | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 800.00% | ||||||||||
Preferred Stock, Redemption Price Per Share (in dollars per share) | $ 0.50 | $ 1 | |||||||||
Conversion of Stock, Shares Issued | 500,000 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, share authorized | 1,200,000 | ||||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 0.50 | ||||||||||
Preferred Stock, Conversion Basis | The Series C Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of one share of common stock for each share of Series C Preferred Stock | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, share authorized | 539,988 | ||||||||||
Preferred Stock, Shares Outstanding | 509,988 | 509,988 | |||||||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, Liquidation Preference Per Share (in dollars per share) | $ 1 | ||||||||||
Preferred Stock, shares issued | 509,988 | 509,988 | |||||||||
Stock Repurchased and Retired During Period, Shares | 60,000 | ||||||||||
Preferred Stock, Conversion Basis | The Series D Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. | ||||||||||
Series E Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred Stock, share authorized | 1,000,000 | ||||||||||
Preferred Stock, Shares Outstanding | 1,000,000 | 1,000,000 | |||||||||
Preferred Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||
Preferred Stock, shares issued | 1,000,000 | 1,000,000 | |||||||||
Series E Preferred Stock [Member] | Chief Executive Officer [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Purchase Price | 1,000,000 | ||||||||||
Cash | $ 325,000 | ||||||||||
Share based compensation | $ 325,000 | ||||||||||
Series E Preferred Stock [Member] | New C E O [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Share based compensation | $ 325,000 | $ 325,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2019 | Dec. 31, 2019 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of shares cancelled | 5,800,000 | |||
David Summers [Member] | ||||
Liability for compensation amounts | $ 112,804 | |||
Series A Preferred Stock [Member] | David Summers [Member] | ||||
Number of shares cancelled | 5,800,000 | 5,800,000 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | Aug. 23, 2021 | Aug. 23, 2020 | Sep. 30, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Description of milestone | Common shares representing 5% of total number of outstanding common shares of the Company immediately following any change of control of the Company; the Company issued 29,130,167 shares of common stock as a result of the change of control discussed in Note 5. These shares were issued in July 2021 | ||
Description of milestone one | 29,130,167 Common shares immediately following the first round of funding under a private offer of equity or debt securities; These shares were issued in July 2021 | ||
Description of milestone two | 29,130,167 Common shares immediately following the commencement of clinical trials for Federal Drug Administration clearance of the product; and | ||
Description of milestone three | Common shares representing an adjustment to increase 7 to Stand’s total ownership to 19.99% of total number of outstanding common shares of the Company immediately following FDA clearance of the product for sale. The Company expects to issue 29,130,166 shares of common stock related to this provision if met. | ||
Description of milestone four | No royalties have been earned or paid to 7 to Stand. The license agreement may be terminated by 7 to Stand if 1) SomaCeuticals does not begin clinical trials within one year of the agreement; 2) if SomaCeuticals terminates the continuation of the clinical trials; or 3) shall not commence marketing the product within reasonable time after obtaining FDA approval | ||
Share based compensation expense | $ 3,204,318 | ||
License Agreement [Member] | Patents [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Royalty of net sales | 7.10% | ||
License Agreement [Member] | Patents [Member] | Fabrizio De Silvestri [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Rights to issued | 10,610,592 |
Schedule of provision for incom
Schedule of provision for income taxes (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward at statutory tax rate | $ 768,000 | $ 475,000 |
Valuation allowance | (768,000) | (475,000) |
Deferred tax benefit, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Sep. 30, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 3,647,000 |
Percentage of the difference between reported income tax expense and expected income tax expense | 100.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Nov. 05, 2021 | Aug. 11, 2021 | Oct. 31, 2021 |
Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued in exchange for the original debt | 900,000 | ||
Series G Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued in exchange for the original debt | 171,875 | ||
Net cash inflow or outflow | $ 145,000 | ||
Number of shares converted in a noncash (or part noncash) transaction | 128,991 | ||
Number of shares issued in lieu of cash for services | 93,500 | ||
Common Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued in exchange for the original debt | 6,000,000 | ||
Net cash inflow or outflow | $ 15,000 | ||
Common Stock [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued in lieu of cash for services | 19,980,000 | ||
Series F Preferred Stock [Member] | |||
Subsequent Event [Line Items] | |||
Number of shares issued in exchange for the original debt | 12,899,100 |