Cover
Cover - shares | 6 Months Ended | |
Mar. 31, 2024 | Jun. 21, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
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 | |
Trading Symbol | GSTC | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,241,105,695 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | ||
Prepaid expenses | 147,708 | |
Total current assets | 147,708 | |
TOTAL ASSETS | 147,708 | |
Current Liabilities | ||
Accounts payable and accrued liabilities | 407,654 | 328,178 |
Accounts payable to related party | 585,897 | 454,665 |
Related party advances | 7,979 | 6,295 |
Advances payable | 62,150 | 59,650 |
Note payable | 300,000 | 300,000 |
Current portion of convertible notes payable, net of discount of $0, respectively | 28,408 | 59,710 |
Accrued interest payable | 224,269 | 225,363 |
Total current liabilities | 1,616,357 | 1,433,861 |
TOTAL LIABILITIES | 1,616,357 | 1,433,861 |
STOCKHOLDERS' DEFICIT | ||
Common stock, $0.001 par value; 1,162,921,101 and 996,119,530 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively | 1,162,921 | 996,119 |
Preferred stock, value | ||
Series A Preferred Stock, $0.001 par value; 0 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively | ||
Series D Preferred Stock, $0.001 par value; 0 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively | ||
Series E Preferred Stock, $0.001 par value; 1,000,000 shares issued and outstanding at March 31, 2024 and September 30, 2023, respectively | 1,000 | 1,000 |
Series F Preferred Stock; $0.001 par value; 128,991 shares issued and outstanding at March 31, 2024 and September 30, 2023 | 129 | 129 |
Additional paid-in capital | 18,013,388 | 18,022,916 |
Stock payable, consisting of 100,000,000 shares to be issued at March 31, 2024 and September 30, 2023, respectively | 179,000 | |
Accumulated deficit | (20,825,087) | (20,454,025) |
TOTAL STOCKHOLDERS' DEFICIT | (1,468,649) | (1,433,861) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | ||
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
Series D Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 0 | 0 |
TOTAL STOCKHOLDERS' DEFICIT | ||
Series E Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 1,000 | 1,000 |
TOTAL STOCKHOLDERS' DEFICIT | 1,000 | 1,000 |
Series F Preferred Stock [Member] | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock, value | 129 | 129 |
TOTAL STOCKHOLDERS' DEFICIT | $ 129 | $ 129 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Mar. 31, 2024 | Sep. 30, 2023 |
Convertible notes payable, net of discount | $ 0 | $ 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares issued | 1,162,921,101 | 996,119,530 |
Common stock, shares outstanding | 1,162,921,101 | 996,119,530 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.001 | |
Stock payable, shares to be issued | 100,000,000 | 100,000,000 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares issued | 1,000,000 | 1,000,000 |
Preferred stock, shares 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, shares issued | 128,991 | 128,991 |
Preferred stock, shares outstanding | 128,991 | 128,991 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
OPERATING EXPENSES | ||||
General and administrative expenses | $ 167,583 | $ 142,059 | $ 323,454 | $ 297,300 |
Total operating expenses | 167,583 | 142,059 | 323,454 | 297,300 |
LOSS FROM OPERATIONS | (167,583) | (142,059) | (323,454) | (297,300) |
OTHER INCOME (EXPENSE) | ||||
Interest expense | (7,379) | (8,178) | (15,267) | (18,846) |
Total other expense | (7,379) | (8,178) | (15,267) | (18,846) |
Net Loss | (174,962) | (150,237) | (338,721) | (316,146) |
Deemed dividend | (32,341) | |||
Net loss attributable to common shareholders | $ (174,962) | $ (150,237) | $ (371,062) | $ (316,146) |
Net loss per share available to common shareholders | $ 0 | $ 0 | $ 0 | $ 0 |
Weighted average shares outstanding - basic and diluted | 1,127,083,775 | 773,432,215 | 1,065,219,546 | 764,419,403 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Payable [Member] | Retained Earnings [Member] | Series D Preferred Stock [Member] | Series E Preferred Stock [Member] | Series F Preferred Stock [Member] | Total |
Beginning balance, value at Sep. 30, 2022 | $ 722,325 | $ 16,581,252 | $ 5,000 | $ (18,504,776) | $ 510 | $ 1,000 | $ 129 | $ (1,194,560) |
Balance, beginning (in shares) at Sep. 30, 2022 | 722,326,669 | 509,988 | 1,000,000 | 128,991 | ||||
Common stock subscribed for cash proceeds | $ 5,000 | $ 5,000 | ||||||
Conversion of Series G Preferred Stock to common | 48,034 | 52,066 | 100,100 | |||||
Conversion of Series G Preferred Stock to common, shares | 48,033,947 | |||||||
Stock-based compensation, related parties | $ 17,803 | $ 17,803 | ||||||
Net loss | (165,909) | (165,909) | ||||||
Ending balance, value at Dec. 31, 2022 | $ 770,359 | 16,651,121 | 10,000 | (18,670,685) | $ 510 | $ 1,000 | $ 129 | (1,237,566) |
Balance, beginning (in shares) at Dec. 31, 2022 | 770,360,616 | 509,988 | 1,000,000 | 128,991 | ||||
Beginning balance, value at Sep. 30, 2022 | $ 722,325 | 16,581,252 | 5,000 | (18,504,776) | $ 510 | $ 1,000 | $ 129 | (1,194,560) |
Balance, beginning (in shares) at Sep. 30, 2022 | 722,326,669 | 509,988 | 1,000,000 | 128,991 | ||||
Net loss | (316,146) | |||||||
Ending balance, value at Mar. 31, 2023 | $ 780,425 | 16,723,188 | 25,000 | (18,820,922) | $ 510 | $ 1,000 | $ 129 | (1,290,670) |
Balance, beginning (in shares) at Mar. 31, 2023 | 780,427,183 | 509,988 | 1,000,000 | 128,991 | ||||
Beginning balance, value at Dec. 31, 2022 | $ 770,359 | 16,651,121 | 10,000 | (18,670,685) | $ 510 | $ 1,000 | $ 129 | (1,237,566) |
Balance, beginning (in shares) at Dec. 31, 2022 | 770,360,616 | 509,988 | 1,000,000 | 128,991 | ||||
Common stock subscribed for cash proceeds | $ 15,000 | $ 15,000 | ||||||
Conversion of Series G Preferred Stock to common | 8,066 | 36,264 | 44,330 | |||||
Conversion of Series G Preferred Stock to common, shares | 8,066,567 | |||||||
Stock-based compensation, related parties | $ 17,803 | $ 17,803 | ||||||
Net loss | $ (150,237) | (150,237) | ||||||
Common stock issued for the conversion of debt | $ 2,000 | 18,000 | 20,000 | |||||
Common stock issued for the conversion of debt, shares | 2,000,000 | |||||||
Ending balance, value at Mar. 31, 2023 | $ 780,425 | 16,723,188 | 25,000 | (18,820,922) | $ 510 | $ 1,000 | $ 129 | (1,290,670) |
Balance, beginning (in shares) at Mar. 31, 2023 | 780,427,183 | 509,988 | 1,000,000 | 128,991 | ||||
Beginning balance, value at Sep. 30, 2023 | $ 996,119 | 18,022,916 | (20,454,025) | $ 1,000 | $ 129 | (1,433,861) | ||
Balance, beginning (in shares) at Sep. 30, 2023 | 996,119,530 | 1,000,000 | 128,991 | |||||
Stock-based compensation, related parties | 22,454 | 22,454 | ||||||
Net loss | $ (163,759) | $ (163,759) | ||||||
Exercise of warrants | 23,333 | (5,833) | 17,500 | |||||
Exercise of warrants, shares | 23,333,333 | |||||||
Common stock issued for conversion of notes payable and accrued interest | 30,298 | (7,719) | 22,579 | |||||
Common stock issued for conversion of notes payable and accrued interest, shares | 30,297,790 | |||||||
Stock-based compensation | 2,554 | 2,554 | ||||||
Deemed dividend | $ 32,341 | $ (32,341) | ||||||
Ending balance, value at Dec. 31, 2023 | $ 1,049,750 | 18,066,713 | (20,650,125) | $ 1,000 | $ 129 | (1,532,533) | ||
Balance, beginning (in shares) at Dec. 31, 2023 | 1,049,749,653 | 1,000,000 | 128,991 | |||||
Beginning balance, value at Sep. 30, 2023 | $ 996,119 | 18,022,916 | (20,454,025) | $ 1,000 | $ 129 | (1,433,861) | ||
Balance, beginning (in shares) at Sep. 30, 2023 | 996,119,530 | 1,000,000 | 128,991 | |||||
Net loss | (338,721) | |||||||
Ending balance, value at Mar. 31, 2024 | $ 1,162,921 | 18,013,388 | 179,000 | (20,825,087) | $ 1,000 | $ 129 | (1,468,649) | |
Balance, beginning (in shares) at Mar. 31, 2024 | 1,162,921,101 | 1,000,000 | 128,991 | |||||
Beginning balance, value at Dec. 31, 2023 | $ 1,049,750 | 18,066,713 | (20,650,125) | $ 1,000 | $ 129 | (1,532,533) | ||
Balance, beginning (in shares) at Dec. 31, 2023 | 1,049,749,653 | 1,000,000 | 128,991 | |||||
Stock-based compensation, related parties | 2,261 | 2,261 | ||||||
Net loss | $ (174,962) | $ (174,962) | ||||||
Exercise of warrants | 10,000 | (2,500) | 7,500 | |||||
Exercise of warrants, shares | 10,000,000 | |||||||
Common stock issued for conversion of notes payable and accrued interest | 103,171 | (53,086) | 50,085 | |||||
Common stock issued for conversion of notes payable and accrued interest, shares | 103,170,448 | |||||||
Stock-based compensation | 179,000 | 179,000 | ||||||
Ending balance, value at Mar. 31, 2024 | $ 1,162,921 | $ 18,013,388 | $ 179,000 | $ (20,825,087) | $ 1,000 | $ 129 | $ (1,468,649) | |
Balance, beginning (in shares) at Mar. 31, 2024 | 1,162,921,101 | 1,000,000 | 128,991 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
CASH FLOW FROM OPERATING ACTIVITIES: | ||
Net loss | $ (338,721) | $ (316,146) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock compensation | 23,846 | |
Stock compensation, related parties | 24,715 | 35,606 |
Amortization of discount on convertible note payable | 12,248 | 15,584 |
Changes in operating assets and liabilities | ||
Prepaid expenses | 3,550 | |
Accounts payable and accrued liabilities | 88,476 | 76,400 |
Accounts payable and accrued liabilities to related party | 131,232 | 88,855 |
Accrued interest payable | 3,020 | 3,262 |
NET CASH USED IN OPERATING ACTIVITIES | (55,184) | (92,889) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from sale of Series G Preferred Stock | 73,000 | |
Proceeds from convertible note payable | 25,000 | |
Proceeds from advances | 2,500 | |
Proceeds from related party advances | 1,684 | 700 |
Repayment of related party advances | (9,000) | |
Proceeds from common stock subscribed and exercise of warrants | 35,000 | 13,000 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 55,184 | 86,700 |
NET INCREASE IN CASH | (6,189) | |
Cash at beginning of period | 6,365 | |
Cash at end of period | 176 | |
Cash paid during the period for: | ||
Interest | ||
Taxes | ||
Noncash investing and financing transactions: | ||
Conversion of Series G preferred stock and accrued interest | 144,430 | |
Common stock issued for the conversion of debt | 20,000 | |
Expenses paid on the Company's behalf for subscription agreement | 7,000 | |
Common stock issued for conversion of notes payable and accrued interest | 72,664 | |
Deemed dividend | 32,341 | |
Expenses paid on the Company's behalf | $ 9,000 |
General Organization and Busine
General Organization and Business | 6 Months Ended |
Mar. 31, 2024 | |
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 6. |
Going Concern and Summary of Si
Going Concern and Summary of Significant Accounting Policies | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Going Concern and Summary of Significant Accounting Policies | Note 2. Going Concern and Summary of Significant Accounting Policies The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the six months ended March 31, 2024, the Company had a net loss of $ 338,721 55,184 1,468,649 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. Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2023 which are included on our Form 10-K filed on January 19, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and six months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2024. Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Convertible Notes Payable and A
Convertible Notes Payable and Advances | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes Payable and Advances | Note 3. Convertible Notes Payable and Advances Convertible notes payable consisted of the following at March 31, 2024 and September 30, 2023: March 31, September 30, Convertible note dated May 10, 2023 21,300 May 10, 2024 12 convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. $ — $ 21,300 Convertible note dated July 3, 2023 47,250 April 15, 2024 12 convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. — 47,250 Convertible note dated November 1, 2023 31,500 August 15, 2024 12 convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. 31,500 — Total convertible notes payable 31,500 68,550 Unamortized discount (3,092 ) (8,840 ) Total current convertible notes payable, net of discount $ 28,408 $ 59,710 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. On May 10, 2023, the Company entered into a Securities Purchase Agreement (the “May 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the May 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “May 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $ 21,300 15,000 12 1,050 May 10, 2024 Pursuant to the terms of the May 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. 6,300 3,838 On July 3, 2023, the Company entered into a Securities Purchase Agreement (the “July 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the July 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “July 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $ 47,250 40,000 12 2,250 April. 15, 2024 Pursuant to the terms of the July 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. 7,250 5,002 On November 1, 2023, the Company entered into a Securities Purchase Agreement (the “November 2023 Securities Purchase Agreement”) with 1800 Diagonal Lending LLC (“1800 Diagonal”). Pursuant to the terms of the November 2023 Securities Purchase Agreement, the Company issued a convertible promissory note (the “November 2023 Note”) to 1800 Diagonal in the aggregate principal amount of $ 31,500 25,000 12 1,500 August 15, 2024 Pursuant to the terms of the November 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. 6,500 3,408 As of March 31, 2024 and September 30, 2023, accrued interest on convertible notes payable was $ 224,269 225,363 Conversions to Common Stock During the six months ended March 31, 2024, the holders of the May 2023 convertible note payable elected to convert principal of $ 21,300 1,278 30,297,790 no During the six months March 31, 2024, the holder of the July 31, 2023 convertible note was issued 103,170,448 shares of common stock upon conversion of all $ 47,250 2,835 Advances As of March 31, 2024 and September 30, 2023, the Company had non-interest bearing advances payable to third parties of $ 62,150 59,650 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 4. Related Party Transactions As of March 31, 2024 and September 30, 2023, the Company owed $ 585,897 454,665 During the six months ended March 31, 2024 and 2023, the Company’s CEO paid expenses of $ 9,000 0 9,000 0 1,684 700 7,979 6,295 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 amount of options equal to 3% of future options or warrants issued, excluding grants to officers. The exercise price of these additional options will be 110% of the price per equity equivalent issued after the agreement date. During the six months ended March 31, 2024, a total of 5,004,049 additional options were issued to Mr. Katzaroff pursuant to the agreement terms. The total fair value of these option grants at issuance was $5,838. During the six months ended March 31, 2024 and 2023, the Company recognized $36,396 and $54,067 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At March 31, 2024, the Company had $11,671 of unrecognized expense related to options. Additionally, Mr. Katzaroff will earn a fee related to any 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. Katzaroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of June 30, 2023, no amounts have been earned or paid. Mr. Katzaroff 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 March 31, 2024, no amounts have been earned or paid. On September 26, 2023, the Company entered into an agreement with SMI HealthCare LLC (“SMIHC”) to manage an initial clinical trial, regulatory filings, intellectual property rights filings, manufacturing, sales and distribution in India, Southeast Asia, Africa, and the Middle East, excluding Israel and Iraq, and for government and private aid organizations, for the Company's patented Multiple Sclerosis treatment. The agreement with SMIHC was approved by the parties’ respective boards of directors. Implementation of the first phase is subject to the Company arranging financing. The first phase includes formation of the Company and SMIHC subsidiaries in India, the clinical trial, regulatory and intellectual property rights filings in India, identifying manufacturers, and planning for the commercial launch in India and countries in the region that accept Drug Controller General of India (“DCGI”) approvals. Implementation of the second phase is expected to commence approximately nine months later, and is subject to receipt of DCGI marketing approval and the Company arranging financing. The second phase may continue for the duration of patent validity, and consists initially of sales, marketing and distribution in India and thereafter, countries in SMIHC’s territory that will permit sales and distribution based upon DCGI approval. After proof of market in those countries, the intention is to seek regulatory approvals elsewhere in SMIHC’s territory in order to expand the sales and distribution of the Company’s MS products. Pursuant to with SMIHC, the Company will receive a 5% royalty on any sales under the agreement by the company formed in India under this agreement, and 50% of any sublicense revenue from the India company formed under the agreement. The Company will pay the following (i) initial fees of between $15,000 - $22,500, and monthly fees of between $5,000 and $12,500 per month for Phase A (ii) monthly fees of $12,500, increase after six months to $17,500 per month, and to $25,000 per month after one year. The fee will increase by 5% per year thereafter for Phase B (iii) an initial management fee of $15,000 upon certain milestones and monthly management fee of $5,000 per month thereafter. SMIHC is an affiliate of SMI Group LLC, a privately-held Los Angeles-based company. Kevin Spivak, a shareholder of the Company and consultant is the chairman of SMI Group though he did not advise the Company on this transaction and has waived fees payable to an SMI company for introducing SMIHC to the Company. On September 19, 2023, the Company entered into a supplement to employment agreement with Jim Katzaroff, the CEO. For Mr. Katzaroff’s contribution to the SMIHC transaction, he will be paid the following (i) during the term of the agreement with SMIHC, a fee of 3% of any SMIHC generated revenue and (ii) not less than ¼ of the participation in Pro Forma Profits Before Tax to be payable to the Company at its senior executive pursuant to the SMIHC translation. Additionally, for Mr. Katzaroff’s contribution to the AIP transaction, he will be paid the following (i) if the Company invests in AIP, or merges with AIP, Mr. Katzaroff will receive a fee ranging from 1.5% - 4% during on the aggregate consideration of the AIP transaction and (ii) if AIP generated any revenue for the Company by reason of introductions, sales agency, distribution or other similar activities, he will receive a 3% fee for the term of the AIP transaction. |
Stockholders_ deficit
Stockholders’ deficit | 6 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders’ deficit | Note 5. Stockholders’ deficit Preferred Stock Our authorized preferred stock consists of 20,000,000 0.001 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 1.00 no Series C Preferred Stock 1,200,000 0.50 0.50 no 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 50,998,800 509,988 no Series E Preferred Stock 1,000,000 The Series E Preferred stock retained 2/3 of the voting rights in the Company. At March 31, 2024 and September 30, 2023, 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 $ 0.01 128,991 Common Stock The Company is authorized to issue an unlimited number of shares of common stock, with a par value of $ 0.001 Stock payable On March 7, 2024, the Company entered into a consulting agreement with Valerian Capital, LLC to provide management consulting services through September 8, 2024. Pursuant to the agreement, the Company shall issue Valerian Capital, LLC 50,000,000 5,000 5,000 On March 8, 2024, the Company entered into a consulting agreement with Educational Group, LLC to provide business development and strategic consulting services through March 8, 2025. Pursuant to the agreement, the Company shall issue Educational Group, LLC 50,000,000 5,000 5,000 The Company recognized prepaid expense of $ 169,000 Common Stock Warrants 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 for a period of five years unless mutually terminated sooner. 1,608,935 5,838 204.84 213.91 3.91 4.80 0 5 2,554 14,964 The following table summarizes the stock warrant activity for the six ended March 31, 2024: Warrants Weighted-Average Weighted-Average Outstanding, September 30, 2023 191,869,523 $ 0.004 1.60 Granted 5,004,049 0.001 4.78 Exercised (33,333,333 ) 0.001 — Forfeited — — — Expired (1,428,571 ) 0.01 — Outstanding and exercisable, March 31, 2024 162,111,668 $ 0.01 1.23 The common shares issued under the warrant exercises above were issued below par value. As of March 31, 2024, the outstanding warrants had an expected remaining life of 1.23 10,059 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. During the six months ended March 31, 2024, the Company estimated the fair value of the options to be $ 5,838 204.84 213.91 3.91 4.80 0 5 36,395 11,671 The following table summarizes the stock option activity for the six months ended March 31, 2024: Options Weighted-Average Outstanding, September 30, 2023 136,632,356 $ 0.01 Granted 5,004,049 0.001 Exercised — — Forfeited — — Expired — — Outstanding, March 31, 2024 141,636,405 $ 0.01 Exercisable, March 31, 2024 137,177,100 $ 0.01 The weighted average grant date fair value of the common stock options granted during the period was $ 0.0013 0 2.52 |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 6 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Note 7. 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 for a period of five years unless mutually terminated sooner. Concurrently, Kenin Spivak, who controls Spivak Management, Inc., 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. In July 2022, the consultant agreement and the stock purchase agreement were amended to reduce the subscription amount to $17,500. 17,500 6,000,000 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. On September 19, 2023, the Company entered into a second supplement to consulting agreement. Pursuant to the agreement, in In lieu of Base Fees accrued through September 2023 and interest on late payment thereof, the Company shall pay to the Consultant, the sum of $300,000 in installments on and from the first to occur of either a financing or cumulative revenue of at least $1,000,000, the Company shall 15% of the financing or revenue to the Consultant, or if the Company pays its CEO compensation, the Company shall pay an equal amount to the Consultant. until the full $300,000 is paid in full. If the Company receives financing or cumulative revenue of at least $2,000,000, the Company shall pay 15% of that amount to the consultant, or if the Company pays compensation to its CEO of at least $150,000, the Company shall pay consultant an amount equal to 60% of such compensation. If a financing of at least $5,000,000 is received by the Company, the full $300,000 will be due and payable. The Company will continue to pay the Consultant a fee of $12,500 per month. The Company reclassified $250,000 of fee accrued in accounts payable owed to the Consultant and interest expense of $50,000 to a note payable. As of March 31, 2024 and September 30, 2023, the Company owed the consultant $412,000 and $337,500, which included accounts payable and accrued liabilities of $112,000 and $37,500 and notes payable of $300,000, respectively. In the event the Company invests in, mergers with or acquires AIP (as disclosed in Note 8), the Company will owe a Strategic Transaction Fee to the Consultant for that transaction. The Consultant is also entitled to 3.5% of any revenues generated by the Company from the AIP relationship. On August 10, 2023, the Company entered into a consulting agreement with Valerian Capital, LLC ( “Valerian”). Under the agreement, Valerian will provide management consulting, business advisory, shareholder information and public relations to the Company for a period of six months unless mutually terminated sooner. Upon execution of the agreement, Valerian will purchase 33,333,333 shares of the Company’s stock for a total purchase price of $25,000 and have the option to purchase an additional 33,333,333 shares for $25,000 during the first 45 days of the agreement. Lastly, Valerian will have the right to purchase 66,000,000 warrants with an exercise price of $0.00075 for up to one year following the agreement. On October 30, 2023, the Company agreed to extend the exercise period of the 33,333,333 warrants to 150 days from the agreement date. As a result of this amendment to the warrant, the Company recognized a deemed dividend of $32,341 for the estimated incremental fair value of the warrants under the new terms. During the six months ended March 31, 2024, the Company received $25,000 in cash proceeds for the exercise of 33,333,333 warrants previously issued to Valerian. As of March 31, 2024, the Company received $50,000 and issued 56,666,666 shares of common stock to Valerian. 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 | 6 Months Ended |
Mar. 31, 2024 | |
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. ● $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 owed $ 40,000 20,000 On November 2, 2023, the Company entered into a consulting agreement with Advanced Innovate Partners (“AIP”) under which AIP will provide advice to GlobeStar and SMIHC on the global design, strategy and execution of clinical trials (i) AIP $5,000 per month during Phase A period, if the Company receives regulatory approval to manufacture, sell and distribute products in India or the United States within 60 days of the agreement (ii) AIP $6,000 per month during Phase B period (iii) AIP a sales commission of between 10% and 15% related to any customers, distributors or sales agents introduced to the Company by AIP and (iv) a commission of 4% of any proceeds from equity investments to the Company introduced by AIP, or 2% of any loan proceeds from lenders introduced by AIP. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 9. Subsequent Events On June 6, 2024, the Company entered into a convertible promissory note with Educational Group, LLC (“Educational Group”). Pursuant to the terms of the agreement, the Company issued a convertible promissory note (the “June 2024 Note”) to Educational Group in the aggregate principal amount of $ 27,500 10 2,500 June 6, 2025 0.00017 Subsequent to March 31, 2024, the holder of the November 1, 2023 convertible note was issued 78,184,594 31,500 1,885 |
Going Concern and Summary of _2
Going Concern and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X and should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2023 which are included on our Form 10-K filed on January 19, 2024. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the three and six months ended March 31, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2024. |
Consolidated Financial Statements | Consolidated Financial Statements The consolidated financial statements of the Company include the accounts of the Company and its wholly owned subsidiaries, SomaCeuticals, Inc., First Titan Energy, LLC and First Titan Technical, LLC from the date of their formations or acquisition. Significant intercompany transactions have been eliminated in consolidation. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. |
Convertible Notes Payable and_2
Convertible Notes Payable and Advances (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible notes payable consisted of the following at March 31, 2024 and September 30, 2023: | Convertible notes payable consisted of the following at March 31, 2024 and September 30, 2023: March 31, September 30, Convertible note dated May 10, 2023 21,300 May 10, 2024 12 convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. $ — $ 21,300 Convertible note dated July 3, 2023 47,250 April 15, 2024 12 convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. — 47,250 Convertible note dated November 1, 2023 31,500 August 15, 2024 12 convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. 31,500 — Total convertible notes payable 31,500 68,550 Unamortized discount (3,092 ) (8,840 ) Total current convertible notes payable, net of discount $ 28,408 $ 59,710 |
Stockholders_ deficit (Tables)
Stockholders’ deficit (Tables) | 6 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
The following table summarizes the stock warrant activity for the six ended March 31, 2024: | The following table summarizes the stock warrant activity for the six ended March 31, 2024: Warrants Weighted-Average Weighted-Average Outstanding, September 30, 2023 191,869,523 $ 0.004 1.60 Granted 5,004,049 0.001 4.78 Exercised (33,333,333 ) 0.001 — Forfeited — — — Expired (1,428,571 ) 0.01 — Outstanding and exercisable, March 31, 2024 162,111,668 $ 0.01 1.23 |
The following table summarizes the stock option activity for the six months ended March 31, 2024: | The following table summarizes the stock option activity for the six months ended March 31, 2024: Options Weighted-Average Outstanding, September 30, 2023 136,632,356 $ 0.01 Granted 5,004,049 0.001 Exercised — — Forfeited — — Expired — — Outstanding, March 31, 2024 141,636,405 $ 0.01 Exercisable, March 31, 2024 137,177,100 $ 0.01 |
Going Concern and Summary of _3
Going Concern and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | |
Accounting Policies [Abstract] | ||||||
Net loss | $ 174,962 | $ 163,759 | $ 150,237 | $ 165,909 | $ 338,721 | $ 316,146 |
Net cash provided by operating activities | 55,184 | $ 92,889 | ||||
Working capital | $ 1,468,649 |
Convertible notes payable consi
Convertible notes payable consisted of the following at March 31, 2024 and September 30, 2023: (Details) - USD ($) | 6 Months Ended | |
Mar. 31, 2024 | Sep. 30, 2023 | |
Short-Term Debt [Line Items] | ||
Total current convertible notes payable, net of discount | $ 28,408 | $ 59,710 |
Total convertible notes payable | 31,500 | 68,550 |
Unamortized discount | $ (3,092) | (8,840) |
Convertible Note Date May 10 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Dated | May 10, 2023 | |
Amount | $ 21,300 | |
Maturity date | May 10, 2024 | |
Interest | 12% | |
Conversion of note description | convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. | |
Total current convertible notes payable, net of discount | 21,300 | |
Convertible Note Date July 3, 2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Dated | Jul. 03, 2023 | |
Amount | $ 47,250 | |
Maturity date | Apr. 15, 2024 | |
Interest | 12% | |
Conversion of note description | convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. | |
Total current convertible notes payable, net of discount | 47,250 | |
Convertible Note Date November 1,2023 [Member] | ||
Short-Term Debt [Line Items] | ||
Dated | Nov. 01, 2023 | |
Amount | $ 31,500 | |
Maturity date | Aug. 15, 2024 | |
Interest | 12% | |
Conversion of note description | convertible beginning six months from issuance into common stock at a rate of 61% of the lowest trading price during the 20 days prior to conversion. | |
Total current convertible notes payable, net of discount | $ 31,500 |
Convertible Notes Payable and_3
Convertible Notes Payable and Advances (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||||
Nov. 01, 2023 | Jul. 03, 2023 | May 10, 2023 | Feb. 28, 2022 | Mar. 31, 2024 | Jan. 03, 2024 | Sep. 30, 2023 | |
Short-Term Debt [Line Items] | |||||||
Principal amount of convertible promissory issued | $ 25,000 | ||||||
Debt discount | $ 3,092 | $ 8,840 | |||||
Conversion of stock description | Pursuant to the terms of the November 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. | Pursuant to the terms of the July 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. | Pursuant to the terms of the May 2023 Note, the outstanding principal and accrued interest on the note shall be convertible beginning six months from issuance into shares of the Company’s common stock at 61% of the lowest trading price of the Company’s common stock during the 20 days prior to conversion. | ||||
Recognized of discount | $ 6,500 | $ 7,250 | $ 6,300 | ||||
Deferred finance costs | 3,408 | 5,002 | 3,838 | ||||
Accrued interest on convertible notes payable | 224,269 | 225,363 | |||||
Current portion of convertible notes payable | 300,000 | 300,000 | |||||
Convertible shares | 6,000,000 | ||||||
Gain on conversion of debt | $ 0 | ||||||
Purchase Agreement [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Principal amount of convertible promissory issued | 31,500 | 47,250 | 21,300 | ||||
Cash proceeds | $ 25,000 | $ 40,000 | $ 15,000 | ||||
Interest rate | 12% | 12% | 12% | ||||
Debt discount | $ 1,500 | $ 2,250 | $ 1,050 | ||||
Maturity date | Aug. 15, 2024 | Apr. 15, 2024 | May 10, 2024 | ||||
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. | ||||||
Current portion of convertible notes payable | $ 21,300 | ||||||
Accrued interest | $ 1,278 | ||||||
Convertible shares | 30,297,790 | ||||||
Convertible Note Issued [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Accrued interest | $ 2,835 | ||||||
convertible notes issued | $ 47,250 | ||||||
Advance [Member] | |||||||
Short-Term Debt [Line Items] | |||||||
Non interest bearing advance | $ 62,150 | $ 59,650 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Sep. 26, 2023 | Sep. 19, 2023 | Feb. 28, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | ||||||
Accounts payable to related party | $ 585,897 | $ 454,665 | ||||
Expenses paid by CEO | 9,000 | $ 0 | ||||
Expenses repaid to CEO | 9,000 | 0 | ||||
Received short term, unsecured, non-interest bearing advances | 1,684 | $ 700 | ||||
Related party advances | $ 7,979 | $ 6,295 | ||||
Common stock, shares outstanding | 1,162,921,101 | 996,119,530 | ||||
Description of options | (i) during the term of the agreement with SMIHC, a fee of 3% of any SMIHC generated revenue and (ii) not less than ¼ of the participation in Pro Forma Profits Before Tax to be payable to the Company at its senior executive pursuant to the SMIHC translation. Additionally, for Mr. Katzaroff’s contribution to the AIP transaction, he will be paid the following (i) if the Company invests in AIP, or merges with AIP, Mr. Katzaroff will receive a fee ranging from 1.5% - 4% during on the aggregate consideration of the AIP transaction and (ii) if AIP generated any revenue for the Company by reason of introductions, sales agency, distribution or other similar activities, he will receive a 3% fee for the term of the AIP transaction. | |||||
Royalty on any sales under the agreement | Pursuant to with SMIHC, the Company will receive a 5% royalty on any sales under the agreement by the company formed in India under this agreement, and 50% of any sublicense revenue from the India company formed under the agreement. The Company will pay the following (i) initial fees of between $15,000 - $22,500, and monthly fees of between $5,000 and $12,500 per month for Phase A (ii) monthly fees of $12,500, increase after six months to $17,500 per month, and to $25,000 per month after one year. The fee will increase by 5% per year thereafter for Phase B (iii) an initial management fee of $15,000 upon certain milestones and monthly management fee of $5,000 per month thereafter. | |||||
Mr Katzaroff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Description of additional options | Additionally, Mr. Katzaroff will earn a fee related to any 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. Katzaroff of up to $20,000,000, and an additional 0.75% - 3.5% for amounts above that threshold. As of June 30, 2023, no amounts have been earned or paid. | |||||
Board of Directors Chairman [Member] | Mr Katzaroff [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Annual fees | $ 180,000 | |||||
Chief Executive Officer [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Payable to consultant term | 3 years | |||||
Common stock, shares outstanding | 35,000,000 | |||||
Exercise price, per shares | $ 0.009 | |||||
Excercise 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 amount of options equal to 3% of future options or warrants issued, excluding grants to officers. The exercise price of these additional options will be 110% of the price per equity equivalent issued after the agreement date. During the six months ended March 31, 2024, a total of 5,004,049 additional options were issued to Mr. Katzaroff pursuant to the agreement terms. The total fair value of these option grants at issuance was $5,838. During the six months ended March 31, 2024 and 2023, the Company recognized $36,396 and $54,067 of stock-based compensation, related to outstanding stock options under this agreement, respectively. At March 31, 2024, the Company had $11,671 of unrecognized expense related to options. |
The following table summarizes
The following table summarizes the stock warrant activity for the six ended March 31, 2024: (Details) | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Equity [Abstract] | |
Warrants outstanding, begnning | shares | 191,869,523 |
Warrants outstanding, begnning | $ / shares | $ 0.004 |
Share Based Compensation Arrangement Warrant Outstanding Weighted AverageTerm | 1 year 7 months 6 days |
Warrants outstanding, begnning | shares | 5,004,049 |
Warrants outstanding, begnning | $ / shares | $ 0.001 |
Share Based Compensation Arrangement Warrant Outstanding Weighted AverageTerm Granted Number One | 4 years 9 months 11 days |
Warrants outstanding, begnning | shares | (33,333,333) |
Warrants outstanding, begnning | $ / shares | $ 0.001 |
Share Based Compensation Arrangement Warrant Outstanding Weighted AverageTerm Exercised Number One | |
Warrants outstanding, begnning | shares | |
Warrants outstanding, begnning | $ / shares | |
Share Based Compensation Arrangement Warrant Outstanding Weighted AverageTerm Forfeited Number One | |
Warrants outstanding, begnning | shares | (1,428,571) |
Warrants outstanding, begnning | $ / shares | $ 0.01 |
Share Based Compensation Arrangement Warrant Outstanding Weighted AverageTerm Expired Number One | |
Warrants outstanding, begnning | shares | 162,111,668 |
Warrants outstanding, begnning | $ / shares | $ 0.01 |
Share Based Compensation Arrangement Warrant Outstanding Weighted AverageTerm Oustanding And Exercisable | 1 year 2 months 23 days |
The following table summarize_2
The following table summarizes the stock option activity for the six months ended March 31, 2024: (Details) | 6 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Equity [Abstract] | |
Option outstanding, beginning | shares | 136,632,356 |
Option outstanding, per shares, beginning | $ / shares | $ 0.01 |
Granted | shares | 5,004,049 |
Granted | $ / shares | $ 0.001 |
Option outstanding, ending | shares | 141,636,405 |
Option outstanding, per shares, ending | $ / shares | $ 0.01 |
Exercisable, December 31, 2023 | shares | 137,177,100 |
Exercisable, per share, December 31, 2023 | $ / shares | $ 0.01 |
Stockholders_ deficit (Details
Stockholders’ deficit (Details Narrative) - USD ($) | 6 Months Ended | |||||||
Sep. 21, 2017 | Aug. 03, 2015 | Mar. 31, 2024 | Mar. 08, 2024 | Mar. 07, 2024 | Sep. 30, 2023 | Jul. 31, 2023 | Sep. 12, 2017 | |
Class of Stock [Line Items] | ||||||||
Preferred stock authorized | 20,000,000 | 20,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | |||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Common Stock, Shares, Issued | 1,162,921,101 | 996,119,530 | 6,000,000 | |||||
Prepaid expense related to difference in fair value of shares | $ 147,708 | $ 169,000 | ||||||
Dividend yield | 0% | |||||||
Expected term | 5 years | |||||||
Expected remaining life | 2 years 6 months 7 days | |||||||
Aggregate intrinsic value | $ 0 | |||||||
Expenses related to the fair value | 36,395 | |||||||
Additional expenses | $ 11,671 | |||||||
Common stock options granted | $ 0.0013 | |||||||
Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Volatility rate | 204.84% | |||||||
Risk free rate | 3.91% | |||||||
Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Volatility rate | 213.91% | |||||||
Risk free rate | 4.80% | |||||||
Spivak Management Inc [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 1,608,935 | |||||||
Fair value of option grants | 5,838 | |||||||
Mr Katzaroff [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Fair value of option grants | $ 5,838 | |||||||
Valerian Capital L L C [Member] | Accrued Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Accrued Cash | $ 5,000 | |||||||
Valerian Capital L L C [Member] | Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cash Received | $ 5,000 | |||||||
Educational Group L L C [Member] | Accrued Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Accrued Cash | 5,000 | |||||||
Educational Group L L C [Member] | Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Cash Received | $ 5,000 | |||||||
Common Stock [Member] | Valerian Capital L L C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 50,000,000 | |||||||
Common Stock [Member] | Educational Group L L C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common Stock, Shares, Issued | 50,000,000 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Dividend yield | 0% | |||||||
Expected term | 5 years | |||||||
Expected remaining life | 1 year 2 months 23 days | |||||||
Aggregate intrinsic value | $ 10,059 | |||||||
Warrant [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Volatility rate | 204.84% | |||||||
Risk free rate | 3.91% | |||||||
Warrant [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Volatility rate | 213.91% | |||||||
Risk free rate | 4.80% | |||||||
Series A Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
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, shares designated | 1,000,000 | |||||||
Preferred stock liquidation preference | $ 1 | |||||||
Preferred stock dividend rate | 8% | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock redemption price per share | $ 1 | |||||||
Series C Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock liquidation preference | $ 0.50 | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock redemption price per share | $ 0.50 | |||||||
Preferred stock, shares designated | 1,200,000 | |||||||
Series D Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Preferred stock liquidation preference | $ 1 | |||||||
Preferred stock, shares outstanding | 0 | 0 | ||||||
Preferred stock redemption price per share | $ 0.01 | |||||||
Preferred stock, shares designated | 539,988 | |||||||
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 | 0 | 0 | 50,998,800 | |||||
Preferred Stock Shares Outstanding Full Conversion | 509,988 | |||||||
Series E Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
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, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||
Preferred stock liquidation preference | $ 1 | |||||||
Preferred stock, shares outstanding | 128,991 | 128,991 | ||||||
Preferred stock redemption price per share | $ 0.01 | |||||||
Preferred stock, shares designated | 501,975 | |||||||
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 | 128,991 | ||||||
Common Stock Warrants [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
[custom:DeferredCostsCurrentAndNoncurrent1] | $ 2,554 | |||||||
Deferred Costs | $ 14,964 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Details Narrative) - USD ($) | 1 Months Ended | |||||||
Sep. 19, 2023 | Aug. 10, 2023 | Jul. 31, 2022 | Feb. 28, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | Jul. 31, 2023 | Aug. 31, 2022 | |
Loss Contingencies [Line Items] | ||||||||
Shares issue | 6,000,000 | |||||||
Value of share issue | $ 25,000 | |||||||
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. | |||||||
Description of purchase agreement | In July 2022, the consultant agreement and the stock purchase agreement were amended to reduce the subscription amount to $17,500. | |||||||
Shares, issued under subscription agreement | 1,162,921,101 | 996,119,530 | 6,000,000 | |||||
Revenues generated, description | the sum of $300,000 in installments on and from the first to occur of either a financing or cumulative revenue of at least $1,000,000, the Company shall 15% of the financing or revenue to the Consultant, or if the Company pays its CEO compensation, the Company shall pay an equal amount to the Consultant. until the full $300,000 is paid in full. If the Company receives financing or cumulative revenue of at least $2,000,000, the Company shall pay 15% of that amount to the consultant, or if the Company pays compensation to its CEO of at least $150,000, the Company shall pay consultant an amount equal to 60% of such compensation. If a financing of at least $5,000,000 is received by the Company, the full $300,000 will be due and payable. The Company will continue to pay the Consultant a fee of $12,500 per month. The Company reclassified $250,000 of fee accrued in accounts payable owed to the Consultant and interest expense of $50,000 to a note payable. As of March 31, 2024 and September 30, 2023, the Company owed the consultant $412,000 and $337,500, which included accounts payable and accrued liabilities of $112,000 and $37,500 and notes payable of $300,000, respectively. In the event the Company invests in, mergers with or acquires AIP (as disclosed in Note 8), the Company will owe a Strategic Transaction Fee to the Consultant for that transaction. The Consultant is also entitled to 3.5% of any revenues generated by the Company from the AIP relationship. | |||||||
Consultant Agreement [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Purchase commitment, description | Upon execution of the agreement, Valerian will purchase 33,333,333 shares of the Company’s stock for a total purchase price of $25,000 and have the option to purchase an additional 33,333,333 shares for $25,000 during the first 45 days of the agreement. Lastly, Valerian will have the right to purchase 66,000,000 warrants with an exercise price of $0.00075 for up to one year following the agreement. On October 30, 2023, the Company agreed to extend the exercise period of the 33,333,333 warrants to 150 days from the agreement date. As a result of this amendment to the warrant, the Company recognized a deemed dividend of $32,341 for the estimated incremental fair value of the warrants under the new terms. During the six months ended March 31, 2024, the Company received $25,000 in cash proceeds for the exercise of 33,333,333 warrants previously issued to Valerian. As of March 31, 2024, the Company received $50,000 and issued 56,666,666 shares of common stock to Valerian. | |||||||
Guarantee Obligations [Member] | ||||||||
Loss Contingencies [Line Items] | ||||||||
Amount paid to consultant | $ 17,500 |
License Agreement (Details Narr
License Agreement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 02, 2023 | Aug. 23, 2020 | Feb. 28, 2022 | Sep. 30, 2023 | Mar. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible shares | 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. | ||||
Royalties and late fess | $ 20,000 | $ 40,000 | |||
Consulting agreement with AIP | 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. | ||||
License Agreement Terms [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Consulting agreement with AIP | (i) AIP $5,000 per month during Phase A period, if the Company receives regulatory approval to manufacture, sell and distribute products in India or the United States within 60 days of the agreement (ii) AIP $6,000 per month during Phase B period (iii) AIP a sales commission of between 10% and 15% related to any customers, distributors or sales agents introduced to the Company by AIP and (iv) a commission of 4% of any proceeds from equity investments to the Company introduced by AIP, or 2% of any loan proceeds from lenders introduced by AIP. | ||||
License Agreement [Member] | Patents [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Royalty of net sales | 7.10% | ||||
License Agreement [Member] | Patents [Member] | Fabrizio De Silvestri [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Convertible shares | 10,610,592 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Jun. 06, 2024 | Feb. 28, 2022 | Mar. 31, 2024 | Sep. 30, 2023 | Jul. 31, 2023 | |
Subsequent Event [Line Items] | |||||
Common stock issued for stock payable | $ 25,000 | ||||
Debt discount | $ 3,092 | $ 8,840 | |||
Common stock, shares issued | 1,162,921,101 | 996,119,530 | 6,000,000 | ||
Accrued interest payable | $ 224,269 | $ 225,363 | |||
Convertible Notes Payable [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares issued | 78,184,594 | ||||
Conversion of all of principal | $ 31,500 | ||||
Accrued interest payable | $ 1,885 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Interest rate | 10% | ||||
Debt discount | $ 2,500 | ||||
Long-Term Debt, Maturity Date | Jun. 06, 2025 | ||||
Common stock conversion price | $ 0.00017 | ||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Common stock issued for stock payable | $ 27,500 |