Cover
Cover - USD ($) | 12 Months Ended | ||
Sep. 30, 2022 | Jan. 03, 2023 | Mar. 31, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Sep. 30, 2022 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
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 Jadwin 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, $0.001 par value | ||
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 | $ 3,963,984 | ||
Entity Common Stock, Shares Outstanding | 770,360,616 | ||
Auditor Firm ID | 2738 | ||
Auditor Name | M&K CPAS, PLLC | ||
Auditor Location | Houston, Texas |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 6,365 | $ 5,960 |
Prepaid expenses | 3,550 | |
Total current assets | 9,915 | 5,960 |
TOTAL ASSETS | 9,915 | 5,960 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 380,735 | 222,778 |
Accounts payable to related party | 379,126 | 119,655 |
Advances payable | 59,650 | 59,650 |
Current portion of convertible notes payable | 20,000 | 20,000 |
Series G Preferred Stock Liability, net of discount of $12,581 and $21,575, respectively | 126,294 | 86,130 |
Accrued interest payable | 226,270 | 223,568 |
Total current liabilities | 1,204,475 | 731,781 |
TOTAL LIABILITIES | 1,204,475 | 731,781 |
STOCKHOLDERS’ DEFICIT | ||
Common stock, $0.001 par value, unlimited shares authorized; 722,326,669 and 561,495,726 shares issued and outstanding at September 30, 2022 and 2021, respectively | 722,325 | 561,494 |
Additional paid-in capital | 16,581,252 | 15,228,254 |
Stock payable, consisting of 1,515,152 and 25,980,000 shares to be issued at September 30, 2022 and 2021, respectively | 5,000 | 499,500 |
Accumulated deficit | (18,504,776) | (17,016,966) |
TOTAL STOCKHOLDERS’ DEFICIT | (1,194,560) | (725,821) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | 9,915 | 5,960 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
TOTAL STOCKHOLDERS’ DEFICIT | ||
Series B Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
Series C Preferred Stock [Member] | ||
STOCKHOLDERS’ DEFICIT | ||
Preferred Stock, Value, Issued | 0 | 0 |
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 | 129 | 387 |
TOTAL STOCKHOLDERS’ DEFICIT | $ 129 | $ 387 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Preferred stock liability | $ 126,294 | $ 86,130 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | Unlimited | Unlimited |
Common stock, shares issued | 722,326,669 | 561,495,726 |
Common stock, shares outstanding | 722,326,669 | 561,495,726 |
Preferred stock, shares authorized | 20,000,000 | |
Stock payable, shares | 1,515,152 | 25,980,000 |
Series G Preferred Stock [Member] | ||
Preferred stock liability | $ 12,581 | $ 21,575 |
Preferred stock, issued | 138,875 | 93,500 |
Preferred stock, outstanding | 138,875 | 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 B Preferred Stock [Member] | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, par value (in dollars per share | $ 0.001 | $ 0.001 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Series C 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 | |
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, issued | 128,991 | 386,975 |
Preferred stock, outstanding | 128,991 | 386,975 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||
REVENUE | ||
Cost of goods sold | 2,412 | |
Gross profit (loss) | (2,412) | |
OPERATING EXPENSES | ||
General and administrative expenses | 1,265,065 | 9,091,817 |
Total operating expenses | 1,265,065 | 9,091,817 |
LOSS FROM OPERATIONS | (1,265,065) | (9,094,229) |
OTHER INCOME (EXPENSE) | ||
Loss on settlement of liabilities, related party | (146,460) | (419,900) |
Loss on conversion of preferred stock liability | (5,939) | |
Interest expense | (70,346) | (287,499) |
Total other expenses | (222,745) | (707,399) |
Net loss | $ (1,487,810) | $ (9,801,628) |
Net loss per share available to common shareholders | $ 0 | $ (0.02) |
Weighted average shares outstanding - basic and diluted | 628,539,782 | 482,090,099 |
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, 2020 | $ 436,217 | $ 6,118,002 | $ (7,215,338) | $ 510 | $ 1,000 | $ 387 | $ (659,222) | ||
Ending balance (in shares) at Sep. 30, 2020 | 436,218,342 | 509,988 | 1,000,000 | 386,975 | |||||
Conversion of Series G Preferred Stock to common stock | $ 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 | ||||||||
Stock-based compensation, related parties | $ 5,000 | 70,000 | $ 75,000 | ||||||
Stock based compensation, related parties (in shares) | 5,000,000 | 58,260,334 | |||||||
Common stock issued for stock payable | 379,500 | $ 379,500 | |||||||
Sale of common stock units for cash proceeds, related parties | 120,000 | 120,000 | |||||||
Common stock issued for settlement liability | $ 11,200 | 538,700 | 549,900 | ||||||
Issuance of common stock and retirement of accrued compensation with related party (in shares) | 11,200,000 | ||||||||
Beneficial conversion discount on convertible notes payable | 225,000 | 225,000 | |||||||
Settlement of accounts payable with related party | 38,130 | 38,130 | |||||||
Net loss | (9,801,628) | (9,801,628) | |||||||
Common stock issued for settlement of liability ( in shares) | 6,000,000 | ||||||||
Ending balance, value at Sep. 30, 2021 | $ 561,494 | 15,228,254 | 499,500 | (17,016,966) | $ 510 | $ 1,000 | $ 387 | (725,821) | |
Ending balance (in shares) at Sep. 30, 2021 | 561,495,726 | 509,988 | 1,000,000 | 386,975 | |||||
Conversion of Series G Preferred Stock to common stock | $ 109,053 | 234,366 | 343,419 | ||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 25,798,400 | ||||||||
Stock-based compensation | 322,266 | 322,266 | |||||||
Stock-based compensation, related parties | 186,926 | 186,926 | |||||||
Common stock issued for stock payable | 19,980 | 479,520 | (499,500) | ||||||
Common stock issued for settlement liability | 6,000 | 155,460 | 161,460 | ||||||
Net loss | (1,487,810) | (1,487,810) | |||||||
Common stock issued for conversion of convertible note payable and accrued interest | 25,798 | (25,540) | (258) | ||||||
Common stock subscribed for cash proceeds | 5,000 | 5,000 | |||||||
Common stock issued for stock payable (in shares) | 19,980,000 | ||||||||
Conversion of series G preferred stock to common (in shares) | 109,052,543 | ||||||||
Ending balance, value at Sep. 30, 2022 | $ 722,325 | $ 16,581,252 | $ 5,000 | $ (18,504,776) | $ 510 | $ 1,000 | $ 129 | $ (1,194,560) | |
Ending balance (in shares) at Sep. 30, 2022 | 722,326,669 | 128,991 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,487,810) | $ (9,801,628) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation | 322,266 | 8,055,997 |
Stock compensation, related parties | 186,926 | 75,000 |
Depreciation | 1,275 | |
Amortization of discount on convertible note payable | 54,664 | 274,803 |
Inventory impairment | 2,412 | |
Loss on settlement of liabilities, related party | 146,460 | 419,900 |
Loss on conversion of preferred stock liability | 5,939 | |
Changes in operating assets and liabilities | ||
Prepaid expenses | (3,550) | 4,783 |
Accounts payable and accrued liabilities | 172,957 | 89,313 |
Accounts payable and accrued liabilities to related party | 259,471 | 114,217 |
Accrued interest payable | 15,682 | 12,696 |
NET CASH USED IN OPERATING ACTIVITIES | (326,995) | (751,232) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from convertible notes payable | 95,000 | |
Proceeds from sale of share-settled Series G preferred stock | 310,000 | 81,250 |
Proceeds from related party advances | 28,900 | |
Repayment of related party advances | (16,500) | |
Proceeds from sale of common stock | 5,000 | 499,500 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 327,400 | 675,750 |
NET INCREASE (DECREASE) IN CASH | 405 | (75,482) |
Cash at beginning of period | 5,960 | 81,442 |
Cash at end of period | 6,365 | 5,960 |
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 | |
Conversion of Series F preferred stock | 25,798 | |
Conversion of Series G preferred stock | 324,500 | |
Common stock issued for stock payable | 499,500 | |
Common stock issued for settlement of liabilities | 15,000 | |
Beneficial conversion discount on convertible note payable | 225,000 | |
Settlement of liabilities with related party | $ 38,130 |
General Organization and Busine
General Organization and Business | 12 Months Ended |
Sep. 30, 2022 | |
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 is developing an expanded platform of products that include 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022. 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. Advertising and Marketing Costs We expense advertising and marketing costs as incurred. Advertising and marketing costs were $ 43,031 119,125 Research and Development Costs Research and development costs are expensed as incurred. The Company incurred no 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 $ 6,365 5,960 no 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 $0 during the year ended September 30, 2022 compared to $ 1,275 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, 2022 or 2021. 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, 2022 | |
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, 2022, the Company had a net loss of $ 1,487,810 1,194,560 18,504,776 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, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions For the year ended September 30, 2022 As of September 30, 2022 and 2021, the Company owed $ 379,126 119,655 28,900 16,500 12,400 In February 2022, the Company entered into an amended and restatement employment agreement with Jim Katzaroff, the CEO. Mr. Katzaroff is entitled to an annual salary of $ 180,000 three The Company awarded Mr. Katzaroff a total of 35,000,000 0.009 five The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise price of these additional options will be 110% of the price per equity equivalent. The total fair value of these option grants at issuance was $284,840. During the year ended September 30, 2022, the Company recognized $186,926 of stock-based compensation, related to outstanding stock options. At September 30, 2022, the Company had $97,914 of unrecognized expenses related to options. Additionally, Mr. Katzaroff will earn a fee related to an strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of September 30, 2022, no amounts have been earned or paid. Mr. Katzroff will also receive an activity fee of 3% of gross revenues related to activities including securing a variety of vendor, sales or advertising relationships, or any new revenue generating activity. If such activity is a cost saving initiative instead of revenue generating, Mr. Katzaroff will receive 10% of the cost savings. As of September 30, 2022, no amounts have been earned or paid. 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 As of September 30, 2021, the Company owed $ 161,655 |
Convertible Notes Payable and A
Convertible Notes Payable and Advances | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable and Advances | Note 5. Convertible Notes Payable and Advances Convertible notes payable consisted of the following at September 30, 2022 and 2021: September 30, September 30, Convertible note dated April 13, 2017 20,000 3 0.01 $ 20,000 $ 20,000 Total current convertible notes payable, net of discount $ 20,000 $ 20,000 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 As of September 30, 2022 and September 30, 2021, accrued interest on convertible notes payable was $ 225,953 222,287 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 Advances As of September 30, 2022 and 2021, the Company had non-interest bearing advances payable to third parties of $ 59,650 |
Stockholders_ deficit
Stockholders’ deficit | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ deficit | Note 6. Stockholders’ deficit Preferred Stock Our authorized preferred stock consists of 20,000,000 shares of $0.001 par value preferred stock. Series A Preferred Stock 6,000,000 2.00 5,000,000 6,000,000 8 no Series B Preferred Stock 1,000,000 1.00 8 no Series C Preferred Stock 1,200,000 0.50 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. 509,988 Series E Preferred Stock 1,000,000 The Series E Preferred stock retained 2/3 of the voting rights in the Company. At September 30, 2022 and 2021, there were 1,000,000 Series F Preferred Stock 501,975 1.00 The Series F 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. 386,975 257,984 25,798,400 128,991 Conversions to Common Stock of Convertible Notes Payable 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 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 shares of common stock in full settlement of this amount and release from the employment agreement with her. The shares had a fair value of $447,200 based on the stock price at the date of the agreement. The Company recognized a loss on settlement of $317,200 in connection with this agreement. The Company also issued an additional 2,600,000 shares to Ms. Blankenship with a fair value of $102,700 in connection with this agreement, which were included in the loss on settlement total of $419,900 for the year ended September 30, 2021. Concurrently with the severance agreement, the Company agreed to purchase the 1,000,000 shares Series E Preferred Stock held by Ms. Blankenship for $325,000 in cash. The Company reissued those Series E preferred Shares to the Company’s new CEO James Katzaroff. The Company recognized stock-based compensation of $325,000 related to this reissuance. During the year ended September 30, 2021, the Company issued a total of 15,000,000 717,500 Common stock issued for settlement of liabilities During the year ended September 30, 2022, the Company issued 6,000,000 900,000 15,000 146,460 Common stock issued for stock payable In December 2021, the Company issue 19,980,000 In September 2022, the Company received $ 5,000 Common Stock Units During the year ended September 30, 2021 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 Warrants As discussed in Note 7 below, the Company awarded common stock warrants to a consultant. The Company recognized $ 322,266 The following table summarizes the stock warrant activity for the years ended September 30, 2022 and 2021: Warrants Weighted-Average Outstanding, September 30, 2020 — $ — Granted 29,970,000 0.03 Exercised — — Forfeited — — Expired — — Outstanding, September 30, 2021 29,970,000 $ 0.03 Granted 41,415,152 0.01 Exercised — — Forfeited — — Expired — — Outstanding, September 30, 2022 71,385,152 $ 0.02 As of September 30, 2022, the outstanding warrants had an expected remaining life of 2.99 Common Stock Options As discussed in Note 4, The Company awarded common stock options to Mr. Katzaroff in connection with his amended and restated employment agreement. The Company estimated the fair value of the options to be $284,840, using the following assumptions: 1) volatility of 254.43 1.54 0 3.38 186,926 97,914 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 $0.03 per share and are exercisable through the latter of two years from the effective date or two years after certain liquidity events. The total fair value of these option grants at issuance was $4,209,179. All options vested immediately. The following table summarizes the stock option activity for the years ended September 30, 2022 and 2021: Options Weighted-Average Outstanding, September 30, 2020 — $ — Granted 70,000,000 $ 0.003 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, September 30, 2021 70,000,000 $ 0.003 Granted 35,000,000 $ 0.01 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, September 30, 2022 105,000,000 $ 0.02 As of September 30, 2022, the aggregate intrinsic value of options vested and outstanding were $ 0 1.86 Beneficial Conversion Feature During the year ended September 30, 2021, the Company charged to additional paid-in capital the aggregate amount of $ 225,000 |
Series G Preferred Stock
Series G Preferred Stock | 12 Months Ended |
Sep. 30, 2022 | |
Series G Preferred Stock | |
Series G Preferred Stock | Note 7. Series G Preferred Stock On August 11, 2021, our board of directors designated up to 1,000,000 1.00 The Series G Preferred Stock carries a dividend of 8% of the stated value per share, which is cumulative and payable upon redemption, liquidation or conversion, and increases to 22% in case of default. 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 $ 25,000 106,250 2,425 1,164 During the year ended September 30, 2022, the Company sold an aggregate of 369,875 310,000 59,875 369,875 54,664 15,852 3,983 1,281 324,500 12,980 109,052,543 5,939 As of September 30, 2022 and September 30, 2021, 138,875 93,500 12,581 30,745 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 8. Commitments and Contingent Liabilities In February 2022, the Company entered into a consulting agreement with Spivak Management, Inc. (the “Consultant”). Under the agreement, the Consultant will provide business strategy advice and introductions to the Company fir a period of five years unless mutually terminated sooner. Concurrently, the Consultant entered into a stock purchase agreement with the Company to purchase 6,000,000 25,000 The Consultant will be paid a signing bonus of $25,000 upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note 4. The Consultant may elect to receive this payment in stock The Consultant may also receive a bonus in each calendar year of the agreement equal to the larger of any bonus awarded by the Board of Directors to the Consultant or 50% of the largest bonus payable by the Company to anyone other than the Consultant. If the agreement is terminated with one year of a change of control of the Company, the Consultant will be entitled to receive a payment equal to 2.99 times the larger of the total compensation paid to the Consultant over the prior 12 month period or the average compensation paid or payable to the Consultant over the prior three years. The Consultant also received 39,000,000 0.009 5 322,266 254.4 1.76 0 5 The exercise price of these additional warrants will be 110% of the price per equity equivalent, and they will vest 50% immediately and the remainder over two years Litigation From time to time, the Company may be subject to routine litigation, claims, or disputes in the ordinary course of business. In the opinion of management, no pending or known threatened claims, actions or proceedings against the Company are expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. The Company cannot predict with certainty, however, the outcome or effect of any of the litigation or investigatory matters specifically described above or any other pending litigation or claims. There can be no assurance as to the ultimate outcome of any lawsuits and investigations. |
License Agreement
License Agreement | 12 Months Ended |
Sep. 30, 2022 | |
License Agreement | |
License Agreement | Note 9. 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. ● $40,000 of royalties to be paid to 7 to Stand annually, on a quarterly basis. 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. The Company paid $ 52,000 26,250 During the year ended September 30, 2021, the Company recognized share-based compensation expense of $ 3,204,318 58,260,334 The Company is currently in default of this agreement. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes There is no current or deferred income tax expense or benefit for the period ended September 30, 2022 and 2021. The Company currently has net operating loss carryforwards aggregating approximately $ 4,571,000 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, 2022 and 2021 is the valuation allowance as follows. Schedule of provision for income taxes September 30, 2022 September 30, 2021 Net operating loss carryforward at statutory tax rate $ 962,000 $ 768,000 Valuation allowance (962,000 ) (768,000 ) 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%) established against deferred tax assets arising from operating losses and other temporary differences, the realization of which could not be considered more likely than not. In future periods, tax benefits and related deferred tax assets will be recognized when management considers realization of such amounts to be more likely than not. 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, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events On October 3, 2022, the holders of the Series G Preferred Stock converted a total of 15,000 600 7,090,909 On October 13, 2022, the holders of the Series G Preferred Stock converted a total of 15,000 600 7,090,909 On October 18, 2022, the holders of the Series G Preferred Stock converted a total of 18,125 725 8,976,190 On November 10, 2022, the holders of the Series G Preferred Stock converted a total of 20,000 800 10,947,368 On November 14, 2022, the holders of the Series G Preferred Stock converted a total of 28,125 1,125 13,928,571 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022. 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. |
Advertising and Marketing Costs | Advertising and Marketing Costs We expense advertising and marketing costs as incurred. Advertising and marketing costs were $ 43,031 119,125 |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. The Company incurred no |
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 $ 6,365 5,960 no |
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 $0 during the year ended September 30, 2022 compared to $ 1,275 |
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, 2022 or 2021. |
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 and_2
Convertible Notes Payable and Advances (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible notes payable consisted of the following at September 30, 2022 and 2021: | Convertible notes payable consisted of the following at September 30, 2022 and 2021: September 30, September 30, Convertible note dated April 13, 2017 20,000 3 0.01 $ 20,000 $ 20,000 Total current convertible notes payable, net of discount $ 20,000 $ 20,000 |
Stockholders_ deficit (Tables)
Stockholders’ deficit (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
The following table summarizes the stock warrant activity for the years ended September 30, 2022 and 2021: | As discussed in Note 7 below, the Company awarded common stock warrants to a consultant. The Company recognized $ 322,266 The following table summarizes the stock warrant activity for the years ended September 30, 2022 and 2021: Warrants Weighted-Average Outstanding, September 30, 2020 — $ — Granted 29,970,000 0.03 Exercised — — Forfeited — — Expired — — Outstanding, September 30, 2021 29,970,000 $ 0.03 Granted 41,415,152 0.01 Exercised — — Forfeited — — Expired — — Outstanding, September 30, 2022 71,385,152 $ 0.02 |
The following table summarizes the stock option activity for the years ended September 30, 2022 and 2021: | The following table summarizes the stock option activity for the years ended September 30, 2022 and 2021: Options Weighted-Average Outstanding, September 30, 2020 — $ — Granted 70,000,000 $ 0.003 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, September 30, 2021 70,000,000 $ 0.003 Granted 35,000,000 $ 0.01 Exercised — $ — Forfeited — $ — Expired — $ — Outstanding, September 30, 2022 105,000,000 $ 0.02 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2022 | |
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, 2022 and 2021 is the valuation allowance as follows. Schedule of provision for income taxes September 30, 2022 September 30, 2021 Net operating loss carryforward at statutory tax rate $ 962,000 $ 768,000 Valuation allowance (962,000 ) (768,000 ) Deferred tax benefit, net $ — $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Accounting Policies [Abstract] | ||
Advertising and marketing costs | $ 43,031 | $ 119,125 |
Research and development | 0 | 0 |
Cash | 6,365 | 5,960 |
Cash equivalents | 0 | 0 |
Depreciation expense | $ 1,275 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (1,487,810) | $ (9,801,628) |
Working capital deficit | 1,094,560 | |
Accumulated deficit | $ (18,504,776) | $ (17,016,966) |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 28, 2022 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jan. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Compensation | $ 161,655 | |||||
Related party advances | $ 12,400 | |||||
Common stock, shares outstanding | 722,326,669 | 561,495,726 | ||||
Issuance of common stock | 722,326,669 | 561,495,726 | 19,980,000 | |||
Fair value | $ 0 | |||||
Share based compensation | $ 322,266 | $ 8,055,997 | ||||
Mr Katzaroff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Description of additional options | Additionally, Mr. Katzaroff will earn a fee related to an strategic transaction, as defined in the agreement, including but not limited to acquisitions, divestitures, partnerships or joint ventures, of at least 2% for any transactions not introduced by Mr. Katzaroff, or 4% for any introduced by Mr. Katzroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of September 30, 2022, no amounts have been earned or paid. | |||||
Ms Blankenship [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Fair value | 102,700 | |||||
Loss on settlement | $ 419,900 | |||||
Ms Blankenship [Member] | Series E Preferred Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Purchase price of stock | 1,000,000 | |||||
Share based compensation | $ 325,000 | |||||
Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation | $ 379,126 | 119,655 | ||||
Chief Financial Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation | 28,900 | |||||
Fair value | $ 717,500 | |||||
Chief Financial Officer [Member] | Robert Chicoski [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Issuance of common stock | 5,000,000 | |||||
Fair value | $ 75,000 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation | $ 16,500 | |||||
Chief Executive Officer [Member] | Sydney Jim [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation | $ 38,130 | |||||
Chief Executive Officer [Member] | Ms Blankenship [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Compensation | $ 130,000 | |||||
Issuance of common stock | 8,600,000 | |||||
Fair value | $ 447,200 | |||||
Loss on settlement | $ 317,200 | |||||
Share issued | 2,600,000 | |||||
Chief Executive Officer [Member] | James Katzaroff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share based compensation | $ 325,000 | |||||
Board of Directors Chairman [Member] | Mr Katzaroff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Annual fees | $ 180,000 | |||||
Payable to consultant term | 3 years | |||||
Common stock, shares outstanding | 35,000,000 | |||||
Exercise price, per shares | $ 0.009 | |||||
Exercise term | 5 years | |||||
Description of options | The options vest 50% immediately, and the remainder on monthly basis over two years. Mr. Katzaroff is also entitled to additional options in the event of the Company issuing equity or equity equivalents in the future, with him receiving an equal amount of options as those instruments that are issued. The exercise price of these additional options will be 110% of the price per equity equivalent. The total fair value of these option grants at issuance was $284,840. During the year ended September 30, 2022, the Company recognized $186,926 of stock-based compensation, related to outstanding stock options. At September 30, 2022, the Company had $97,914 of unrecognized expenses related to options. |
Convertible notes payable consi
Convertible notes payable consisted of the following at September 30, 2022 and 2021: (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||
Convertible note | $ 20,000 | $ 20,000 |
Convertible Note Date April132017 [Member] | ||
Short-Term Debt [Line Items] | ||
Dated | Apr. 13, 2017 | |
Amount | $ 20,000 | |
Interest | 3% | |
Conversion price | $ 0.01 | |
Convertible note | $ 20,000 | $ 20,000 |
Convertible Notes Payable and_3
Convertible Notes Payable and Advances (Details Narrative) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Short-Term Debt [Line Items] | ||
Beneficial conversion discount on convertible note payable | $ 225,000 | |
Accounts payable and accrued liabilities | 225,953 | 222,287 |
Accrued interest | $ 226,270 | 223,568 |
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 finance costs | $ 10,000 | 11,415 |
Beneficial conversion discount on convertible note payable | 225,000 | 269,923 |
Accrued interest | $ 16,502 | |
Conversion of shares | 40,817,050 | |
Convertible Debt One [Member] | ||
Short-Term Debt [Line Items] | ||
Beneficial conversion discount on convertible note payable | $ 291,500 | |
Principal amount | $ 275,000 | |
Conversion of shares | 40,817,050 | |
Advance [Member] | ||
Short-Term Debt [Line Items] | ||
Accounts payable and accrued liabilities | $ 59,650 | $ 59,650 |
The following table summarizes
The following table summarizes the stock warrant activity for the years ended September 30, 2022 and 2021: (Details) - USD ($) | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Warrants outstanding, beginning | 29,970,000 | |
Warrants outstanding, beginning | 0.03 | |
Granted | 41,415,152 | 29,970,000 |
Warrants outstanding, beginning | 0.01 | 0.03 |
Warrants outstanding, ending | 71,385,152 | 29,970,000 |
Warrants outstanding, beginning | 0.02 | 0.03 |
Common Stock Warrants [Member] | ||
Class of Stock [Line Items] | ||
Deferred finance costs | $ 322,266 |
The following table summarize_2
The following table summarizes the stock option activity for the years ended September 30, 2022 and 2021: (Details) - $ / shares | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Equity [Abstract] | ||
Option outstanding, beginning | 70,000,000 | |
Option outstanding, per shares, beginning | $ 0.003 | |
Granted | 35,000,000 | 70,000,000 |
Granted | $ 0.01 | $ 0.003 |
Exercised | ||
Exercised | ||
Forfeited | ||
Forfeited | ||
Expired | ||
Expired | ||
Option outstanding, ending | 105,000,000 | 70,000,000 |
Option outstanding, per shares, ending | $ 0.02 | $ 0.003 |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 21, 2017 | Aug. 03, 2015 | Mar. 31, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Sep. 30, 2020 | Sep. 12, 2017 | |
Class of Stock [Line Items] | |||||||||
Preferred stock authorized | 20,000,000 | 20,000,000 | |||||||
Beneficial conversion feature | $ 225,000 | ||||||||
Fair value of stock | $ 0 | ||||||||
Common stock issued | 722,326,669 | 561,495,726 | 19,980,000 | ||||||
Cash | $ 6,365 | $ 5,960 | |||||||
Warrant, Exercise Price, Increase | $ 0.03 | ||||||||
Proceeds from sale of common stock | $ 5,000 | $ 499,500 | |||||||
Risk free rate | 0% | ||||||||
Expected remaining life | 1 year 10 months 10 days | ||||||||
Risk free rate | 154% | ||||||||
Expected term | 3 years 4 months 17 days | ||||||||
Fair value of options vesting | $ 186,926 | ||||||||
Adjustments to Additional Paid in Capital, Fair Value | $ 97,914 | ||||||||
Minimum [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Volatility rate | 254.43% | ||||||||
Cash [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Cash | $ 5,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Gain (loss) related to litigation settlement | $ 146,460 | ||||||||
Warrant [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 900,000 | 29,970,000 | |||||||
Gain (loss) related to litigation settlement | $ 15,000 | ||||||||
Fair value adjustment of warrants | $ 322,266 | ||||||||
Expected remaining life | 2 years 11 months 26 days | ||||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 25,798,400 | 40,817,050 | |||||||
Common Unit, Authorized | 400,000 | ||||||||
Purchase price of stock | 600,000 | ||||||||
Proceeds from sale of common stock | $ 499,500 | ||||||||
Fair value adjustment of warrants | $ 350,462 | ||||||||
Minimum volatility | 261.30% | ||||||||
Maximum volatility | 261.80% | ||||||||
Risk free rate | 0% | ||||||||
Risk free rate, minimum | 0.19% | ||||||||
Risk free rate, maximum | 0.24% | ||||||||
Convertible Debt One [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of shares | 40,817,050 | ||||||||
Beneficial conversion feature | $ 291,500 | ||||||||
Convertible Debt [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Conversion of shares | 40,817,050 | ||||||||
Beneficial conversion feature | $ 225,000 | $ 269,923 | |||||||
Common stock issued for conversion of convertible note payable and accrued interest (in shares) | 6,000,000 | 15,000,000 | |||||||
Chief Financial Officer [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Fair value of stock | $ 717,500 | ||||||||
Series A Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares designated | 6,000,000 | ||||||||
Preferred stock liquidation preference | $ 2 | ||||||||
Additional share to be issued | 5,000,000 | ||||||||
Preferred stock dividends | 6,000,000 | ||||||||
Preferred stock dividend rate | 8% | ||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Series B Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock liquidation preference | $ 1 | ||||||||
Preferred stock dividend rate | 8% | ||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Preferred stock authorized | 1,000,000 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Series C Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares designated | 1,200,000 | ||||||||
Preferred stock liquidation preference | $ 0.50 | ||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||
Preferred stock redemption price per share | $ 0.50 | ||||||||
Preferred stock, shares issued | 0 | 0 | |||||||
Series D Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares designated | 539,988 | ||||||||
Preferred stock liquidation preference | $ 1 | ||||||||
Preferred stock, shares outstanding | 509,988 | 509,988 | |||||||
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. | ||||||||
Preferred stock, shares issued | 509,988 | 509,988 | |||||||
Series E Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |||||||
Description of voting rights | The Series E Preferred stock retained 2/3 of the voting rights in the Company. | ||||||||
Series E Preferred Stock [Member] | Director [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock authorized | 1,000,000 | 1,000,000 | |||||||
Series F Preferred Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Preferred stock, shares designated | 501,975 | ||||||||
Preferred stock liquidation preference | $ 1 | ||||||||
Preferred stock, shares outstanding | 128,991 | 386,975 | |||||||
Preferred stock, conversion basis | The Series F Preferred Stock is convertible at the option of the holder into shares of common stock at a rate of $0.01 per share of common stock. | ||||||||
Preferred stock, shares issued | 128,991 | 386,975 | |||||||
Convertible preferred stock shares | 257,984 | ||||||||
Conversion of shares | 25,798,400 |
Series G Preferred Stock (Detai
Series G Preferred Stock (Details Narrative) - USD ($) | 12 Months Ended | |||
Aug. 11, 2021 | Aug. 11, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net cash proceeds | $ 369,875 | |||
Debt discount | 59,875 | |||
Amortization of debt discount | 54,664 | |||
Interest expense | 70,346 | $ 287,499 | ||
Common Stock [Member] | ||||
Recognized loss | 5,939 | |||
Series G Preferred Stock [Member] | ||||
Preferred stock, shares designated | 1,000,000 | 1,000,000 | ||
Preferred stock liquidation preference | $ 1 | $ 1 | ||
Preferred stock, conversion basis | The Series G Preferred Stock carries a dividend of 8% of the stated value per share, which is cumulative and payable upon redemption, liquidation or conversion, and increases to 22% in case of default. | |||
Number of share sold | 369,875 | 93,500 | ||
Net cash proceeds | $ 310,000 | $ 81,250 | 106,250 | |
Debt discount | 25,000 | |||
Amortization of debt discount | 2,425 | |||
Interest expense | 1,164 | |||
Accrued interest | $ 3,983 | $ 1,281 | ||
Conversion of stock shares converted | 324,500 | |||
Preferred stock, shares issued | 138,875 | 93,500 | ||
Preferred stock, shares outstanding | 138,875 | 93,500 | ||
Unamortized discount | $ 12,581 | $ 30,745 | ||
Series G Preferred Stock [Member] | Common Stock [Member] | ||||
Conversion of stock shares converted | 109,052,543 | |||
Dividend value | $ 12,980 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2022 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Shares issue | 6,000,000 | |||
Value of share issue | $ 25,000 | $ 161,460 | $ 549,900 | |
Description of commitment | The Consultant will be paid a signing bonus of $25,000 upon receipt by the Company of the $25,000 cash under the stock purchase agreement described above. The Consultant will also receive the larger of $12,500 per month, or 50% of the CEO’s fixed cash compensation under the amended employment agreement described in Note 4. The Consultant may elect to receive this payment in stock | |||
Expected term | 5 years | 5 years | ||
Warrant [Member] | ||||
Description of commitment | The exercise price of these additional warrants will be 110% of the price per equity equivalent, and they will vest 50% immediately and the remainder over two years | |||
Number of warrant issued | 39,000,000 | |||
Exercise Price | $ 0.009 | |||
Estimated the fair value | $ 322,266 | |||
Warrant [Member] | Measurement Input, Price Volatility [Member] | ||||
Assumption rate | 254.40% | |||
Warrant [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
Assumption rate | 1.76% | |||
Warrant [Member] | Measurement Dividend Yield Rate [Member] | ||||
Assumption rate | 0% |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 12 Months Ended | ||||
Feb. 28, 2022 | Aug. 23, 2021 | Aug. 23, 2020 | Sep. 30, 2022 | Sep. 30, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Rights to issued | 6,000,000 | ||||
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 | $40,000 of royalties to be paid to 7 to Stand annually, on a quarterly basis. 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. | ||||
Paid for royalties | $ 52,000 | ||||
Royalties and late fess | $ 26,250 | ||||
Share based compensation expense | $ 3,204,318 | ||||
Shares issued pursuant to first two milestones | 58,260,334 | ||||
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, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward at statutory tax rate | $ 962,000 | $ 768,000 |
Valuation allowance | (962,000) | (768,000) |
Deferred tax benefit, net |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | Sep. 30, 2022 USD ($) |
Income Tax Disclosure [Abstract] | |
Operating loss carryforwards | $ 4,571,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Series G Preferred Stock [Member] - USD ($) | 12 Months Ended | |||||
Nov. 14, 2022 | Nov. 10, 2022 | Oct. 18, 2022 | Oct. 13, 2022 | Oct. 03, 2022 | Sep. 30, 2022 | |
Subsequent Event [Line Items] | ||||||
Number of shares converted in a noncash (or part noncash) transaction | 324,500 | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of shares converted in a noncash (or part noncash) transaction | 28,125 | 20,000 | 18,125 | 15,000 | 15,000 | |
Dividend income operating | $ 1,125 | $ 800 | $ 725 | $ 600 | $ 600 | |
Number of shares issued in exchange for the original debt | 13,928,571 | 10,947,368 | 8,976,190 | 7,090,909 | 7,090,909 |